explanation on agenda items - PDS Group

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Annex “A”

EXPLANATION ON AGENDA ITEMS I. Call to Order

The Chairman, Mr. Erramon I. Aboitiz, will formally begin the 2021 Annual Stockholders’ Meeting (“Meeting”) of Union Bank of the Philippines (“UnionBank”).

II. Proof of Notice of Meeting and Determination of Existence of Quorum

Atty. Joselito V. Banaag, Corporate Secretary, will certify that the Notice of Meeting and the Information Statement were sent to stockholders of record as of March 15, 2021, and to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE), in accordance with the rules and regulations of the SEC and the PSE. He will also attest to whether a majority of stockholders are present either in person or by proxy, thereby constituting a quorum for the valid transaction of the ASM and matters set forth in the Agenda.

In accordance with Sections 23 and 57 of the Revised Corporation Code which allow voting through remote communication or in absentia, stockholders may access UnionBank’s Annual Stockholders’ Meeting Portal (“ASM Portal”) at https://asm.unionbankph.com, to be able to register and vote in absentia on the matters for approval at the meeting. A stockholder who votes in absentia shall be deemed present for purposes of quorum. The following are the rules of conduct and procedures for the meeting:

1. Stockholders may register and vote through remote communication or in absentia using the ASM Portal at

https://asm.unionbankph.com. Registration in the ASM Portal is until 5:00 p.m. (Philippine time) of April 22, 2021. Submission of votes to the agenda items for approval is until 9:00 a.m. (Philippine time) of April 23, 2021.

2. The conduct of the meeting will be livestreamed, and stockholders may participate in the meeting through the ASM Portal at https://asm.unionbankph.com.

3. Stockholders who wish to ask a question or make a remark shall identify themselves after being acknowledged by the Chairman, and such questions or remarks shall be limited to relevant items in the Agenda under consideration. Questions and/or remarks may also be sent in advance or during the meeting to the Corporate Secretary via e-mail at [email protected].

4. Each item in the Agenda requiring the vote of the stockholders will be shown on the screen simultaneously as they are being taken up at the meeting.

5. The Office of the Corporate Secretary will tabulate all votes received and the results will be reported to the stockholders during the meeting.

6. The proceedings of the meeting will be recorded in video and audio format.

III. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 22, 2020

Stockholders will be asked to approve the Minutes of the Stockholders’ Meeting held on May 22, 2020, which contains, among others, (a) the annual report of management on operations and approval of the Audited Financial Statements as of December 31, 2019 (b) ratification of all acts, resolutions, and proceedings of the Board of Directors, Corporate Officers and Management in 2019, including all related-party transactions (c) appointment of external auditor (d) amendments to sections of Article II, IV and V of UnionBank’s By-Laws and (e) election of the Board of Directors.

Stockholders are requested to approve the following proposed Resolution:

“RESOLVED, that the stockholders of Union Bank of the Philippines approve, as they hereby approve, the Minutes of the Annual Stockholders’ Meeting held on May 22, 2020.”

Copies of the Minutes are available for examination during business hours at the Office of the Corporate Secretary at the 18th Floor, UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City, or they may be viewed at the UnionBank website at www.unionbankph.com.

IV. Chairman’s Report to Stockholders

The Chairman will report to the stockholders UnionBank’s accomplishments for the year 2020. V. Annual Report of Management on Operations for 2020 and approval of the Audited Financial Statements as

of December 31, 2020

The President and CEO will report on the UnionBank’s financial and operating results for the year 2020, which includes the summary of the Audited Financial Statements (AFS) as of December 31, 2020. The AFS is attached in the Definitive Information Statement to be submitted to the Securities and Exchange Commission and will be available in UnionBank’s website.

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VI. Open Forum

The Chairman of the Meeting will open the floor for comments or queries by the stockholders. Stockholders may raise matters which may be taken up during the 2021 ASM.

VII. Approval and Ratification of Past Actions of the Board of Directors, Board Committees, and Management

All acts, resolutions, and proceedings of the Board of Directors, Board Committees, and the Management of UnionBank since the previous Stockholders’ Meeting held on May 22, 2020, including all significant related-party transactions, will be presented to the stockholders for their approval and ratification.

VIII. Appointment of External Auditor for the year 2021

The stockholders will be asked to ratify the Audit Committee’s and the Board of Directors’ recommendation of auditors.

IX. Election of Directors for 2021 – 2022 Term

The Chairman will present to the stockholders the nominees for election as members of the Board of Directors, including the independent directors. The list of nominees with their profiles are included in the Definitive Information Statement to be sent to the stockholders for reference. In accordance with Section 23 of the Revised Corporation Code of the Philippines and pursuant to Article IV, Section 1(e) of the Bank’s amended by-laws, a stockholder may vote the number of shares held in the stockholder’s name in the Bank’s stock books as of March 15, 2021, and may vote such number of shares for as many persons as there are directors to be elected, or the stockholder may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of shares shall equal, or the stockholder may distribute them on the same principle among as many candidates as the stockholder shall see fit; Provided, that the total number of votes cast by the stockholder shall not exceed the number of shares owned by such stockholder as shown in the books of the Bank multiplied by the total number of directors to be elected. Discretionary authority to cumulate votes is solicited. The nominees receiving the highest number of votes shall be declared elected.

X. Adjournment

After consideration of all business, the Chairman shall declare the meeting adjourned. This formally ends the 2021 Annual Meeting of Stockholders of UnionBank.

UnionBank Plaza, Meralco Avenue cor On

& Sapphire Roads Ortigas Center Pasig Cit

unionbankph.com

PROXY KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, a shareholder of UNION BANK OF THE PHILIPPINES (“UnionBank”), do hereby nominate, constitute and appoint the Chairman of the meeting, with power of substitution, as my Attorney and Proxy to represent me and vote all shares registered in my name in the books of UnionBank or owned by me, at the Annual Meeting of Stockholders of UnionBank to be held on Friday, 23 April 2021 at 1:00 P.M. by remote communication, as fully to all intents and purposes as I might or could lawfully do if present and acting in person, and hereby ratifying and confirming any and all matters which may properly come before said meeting, or adjournment thereof. In case of the non-attendance of my Attorney and Proxy above-named at said meeting, I hereby authorize and empower the Corporate Secretary to fully exercise all rights as my Attorney or Proxy at said meeting. This Proxy authorizes my Attorney to act among other things on the following matters: (Please read the instruction below) INSTRUCTION: Mark the box under “Vote in Favor” to vote for any nominee. If the votes will be cumulated, write the number of votes desired to be given to a nominee beside its corresponding box. Mark the box under “Do not Vote” if the nominee will not be voted under this Proxy. 1. Election of Directors

To vote for nominees listed below (except if the box corresponds to “Do Not Vote”) Nominees: Vote in Favor Do Not Vote Number of Votes

Erramon I. Aboitiz □ □ ______________ Justo A. Ortiz □ □ ______________ Sabin M. Aboitiz □ □ ______________ Manuel R. Lozano □ □ ______________ Juan Alejandro A. Aboitiz □ □ ______________ Nina D. Aguas □ □ ______________ Aurora C. Ignacio □ □ ______________ Michael G. Regino □ □ ______________ Edwin R. Bautista □ □ ______________ Ana Maria A. Delgado □ □ ______________

2. Election of Independent Directors

To vote for nominees listed below (except if the box corresponds to “Do Not Vote”)

Nominees: Vote in Favor Do Not Vote Number of Votes

Reynato S. Puno □ □ ______________ Roberto G. Manabat □ □ ______________ Ron Hose □ □ ______________ Manuel D. Escueta □ □ ______________ Josiah L. Go □ □ ______________

3. Other Items Vote for Approval

Vote Against

Abstain

a. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 22, 2020

b. Annual Report of Management on Operations for 2020 and approval of the Audited Financial Statements as of December 31, 2020

c. Ratification of Past Actions of the Board of Directors, Board Committees, and Management

d. Appointment of External Auditor for the year 2021 INSTRUCTION: Please check the appropriate column; otherwise, you shall be deemed to have conferred discretionary authority in favor of the Chairman of the meeting, or in his absence, the Corporate Secretary, to vote your shares in favor of the approval of the above matters. 4. Revocability of Proxy

I have the right to revoke the proxy by participating in the meeting by remote communication and voting in absentia, or by execution of another proxy at a later date, subject to the pertinent requirements of law and SEC Circular No. 5, Series of 1996.

5. Persons Making the Solicitation

1. This solicitation is made solely by the registrant Bank. 2. There are no participants in the solicitation other than by the registrant Bank itself. 3. The solicitation is made through a courier service company, and by registered mail in cases of post office

box addresses. 4. The cost of solicitation will be borne by the registrant Bank.

6. Interest of Certain Persons in Matters to be Acted Upon

Other than the election of Directors and the Annual Report of Management on Operations for 2020, there are no substantial interests, by security holdings or otherwise, of UnionBank, any Director or Officer thereof, nominee for election as Director, participant in the solicitation, or associate of any of the foregoing persons, in any matter to be acted upon at the Annual Meeting.

The power and authority hereby granted shall remain valid and effective until such time that the same is withdrawn by me through notice in writing delivered to the Corporate Secretary before the date of any such meeting or adjournment(s) thereof. Likewise, the said authority is effective for subsequent annual meetings within a period of five (5) years from the date of this Proxy unless otherwise instructed, as follows:

[ ] THIS PROXY IS TO BE USED ONLY FOR THE 2021 ANNUAL STOCKHOLDERS’ MEETING OF UNIONBANK.

In case the security holder fails to indicate a vote on the matters in the Agenda by placing the corresponding marks on the columns provided therein, the same is considered a waiver of the security holder’s right to manifest his or her vote thereon and management can exercise its discretion in voting on such matters. Important: The Office of the Corporate Secretary must receive this Proxy not later than 13 April 2021. You may also send the scanned copy of this Proxy through e-mail at [email protected].

THIS PROXY IS BEING SOLICITED ON BEHALF OF MANAGEMENT

______________________________ _____________________________ PRINTED NAME OF SHAREHOLDER SIGNATURE OF SHAREHOLDER

Dated this ______ day of ____, 2021 OR AUTHORIZED SIGNATORY

3 6 0 7 3 SEC Registration Number

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

(Company’s Full Name)

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

C O R N E R O N Y X S T R E E T, O R T I G A S C E N T E R

P A S I G C I T Y

(Business Address: No. Street City/Town/Province)

Atty. Joselito V. Banaag (632) 8667-6388 (Contact Person) (Company Telephone

Number)

1 2 3 1 2 0 - I S 0 4 2 3 Month Day (Form Type) Month Day

(Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

Markets and Securities Regulation Department

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

4,968 (as of February 28,

2021)

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

COVER SHEET

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

SEC Form 20-IS (Information Statement) 1

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box: [ x ] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Registrant as specified in its charter UNION BANK OF THE PHILIPPINES 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number 36073 5. BIR Tax Identification Code 000-508-271-000 6. UnionBank Plaza, Meralco Avenue cor. Onyx Street, Ortigas Center, Pasig City 1605

Address of principal office Postal Code 7. Registrant’s telephone number, including area code: (632) 8667-6388 8. Date, time and place of the meeting of security holders:

Date : April 23, 2021 Time : 1:00 p.m. Place : The meeting will be conducted virtually via

https://asm.unionbankph.com 9. Approximate date on which the Information Statement is first to be sent or given to

security holders on or before 29 March 2021 10. In case of Proxy Solicitations:

Name of Person Filing the Statement/Solicitor: Union Bank of the Philippines

Address and Telephone No.: 18th Floor UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City – (632) 8667-6388

11. Securities registered pursuant to Sections 8 and 12 of the Code (information on

number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common 1,219,362,818 12. Are any or all of registrant's securities listed in a Stock Exchange? Yes x No _______ If yes, disclose the name of such Stock Exchange and the class of securities listed

therein:

Philippine Stock Exchange – Common


UNION BANK OF THE PHILIPPINES

SEC FORM 20-IS

INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION

Item 1. Date, Time and Place of Meeting of Security Holders

The enclosed proxy is solicited for the annual meeting of stockholders of Union Bank of the Philippines (“UnionBank” or “Bank”) which will be conducted virtually via https://asm.unionbankph.com on April 23, 2021 at 1:00 p.m., or any adjournment thereof (“Annual Meeting”), or any subsequent annual stockholders’ meeting within a period no longer than five (5) years from the date of the proxy, to the extent the stockholder granting the proxy so authorizes. The address of the principal office of Union Bank of the Philippines is at UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City with telephone number at (632) 8667-6388 (PLDT). This information statement and enclosed proxy will be mailed to stockholders entitled to notice of and vote at the Annual Meeting on or before March 29, 2021.

Record Date The record date for the purpose of determining the stockholders entitled to notice of and to vote at the Annual Meeting is March 15, 2021 (the “Record Date”).

Solicitation Information Item 2. Dissenter’s Right of Appraisal

At the scheduled meeting, there are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Sections 80 and 81, Title X of the Revised Corporation Code of the Philippines which state that “Sec. 80. When the Right of Appraisal Maybe Exercised. Any stockholder of corporation shall have the right to dissent and demand payment of the fair value of the shares in the following instances: 1) In case an amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; 2) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in this Code; 3) In case of merger or consolidation; and 4) In case of investment of corporate funds for any purpose other than the primary purpose of the corporation. Section 81. How Right is Exercised. The dissenting stockholder who votes against a proposed corporate action may exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held within thirty (30) days from the date on which the vote was taken. Provided, that the failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented, the corporation shall pay the stockholder, upon surrender of the certificate or certificates of stock representing the stockholders’ shares, the fair value thereof as of the day before the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. xxx”

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No current director or officer of UnionBank, or nominee for election as director

of the Bank or any associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holdings or otherwise, in any


matter to be acted upon in the stockholders’ meeting, other than election to office.

(b) No director has informed UnionBank in writing that he intends to oppose any

action to be taken by the Bank at the meeting.

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

I. Outstanding Number of Common Stock Shares

Title of Class No. of shares outstanding

Common Shares 1,219,362,818 The record date with respect to this solicitation is March 15, 2021. Only stockholders of record at the close of business on March 15, 2021 will be entitled to notice and to vote at the meeting. With respect to the election of directors, in accordance with Section 23 of the Revised Corporation Code of the Philippines and pursuant to Article IV, Section 1(e) of the Bank’s amended by-laws, a stockholder may vote the number of shares held in his name in the Bank’s stock books as of March 15, 2021, and may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned, or he may distribute them on the same principle among as many candidates as may be seen fit; Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Bank multiplied by the whole number of directors to be elected. Discretionary authority to cumulate votes is solicited.

The total number of votes that may be cast by a stockholder of the Bank is computed as follows: no. of shares held on record as of record date x 15 directors. The deadline for submission of proxies is April 13, 2021.

Pursuant to Sections 23 and 57 of the Revised Corporation Code which allow voting through remote communication or in absentia, stockholders may access the Bank’s online web address at https://asm.unionbankph.com to be able to register and vote in absentia on the matters for approval at the meeting. A stockholder who votes in absentia shall be deemed present for purposes of quorum. The requirements and procedures for voting in absentia and participation through remote communication are set forth under Annex “B” of this Information Statement.

II. Security Ownership of Certain Record and Beneficial Owners The following are known to the registrant to be directly or indirectly the record or beneficial owners of more than 5 percent of registrant’s voting securities (registrant has only one class of voting security, i.e. common shares) as of February 28, 2021:

Title of Class Name, address of Name, address of Citizenship No. of Shares Percent

Record Owner Beneficial Owner Held of & Relationship & Relationship Class with Issuer with Record Owner

__________________________________________________________________________________________________ Common Aboitiz Equity Ventures, Inc.** Aboitiz Equity Ventures, Inc.** Filipino 600,795,821 49.27% NAC Tower, 32nd Street NAC Tower, 32nd Street Bonifacio Global City Bonifacio Global City Taguig City Taguig City Principal Shareholders

Common The Insular Life Assurance Co., Ltd** The Insular Life Ass. Co., Ltd** Filipino 198,461,482 16.28%


IL Corporate Center IL Corporate Center Insular Life Drive Insular Life Drive Filinvest, Alabang, Muntinlupa Filinvest, Alabang, Muntinlupa Principal Shareholders Common PCD Nominee Corporation* PCD Nominee Corporation* Filipino 120,866,818 9.91% 37/F Tower 1 Enterprise Center 37/F Tower 1 Enterprise Center 6766 Ayala Avenue, Makati City 6766 Ayala Avenue, Makati City Minority Shareholders NOTE: Social Security System (SSS) holds 44,045,313 shares or 3.61% of the company’s outstanding capital

shares under the PCD Nominee Corporation. Common Social Security System** Social Security System** Filipino 186,385,702 15.29% East Avenue, Diliman East Avenue, Diliman Quezon City Quezon City Principal Shareholders

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

III. Security Ownership of Management

The following are the number of shares comprising the Bank’s capital stock (all of which are voting shares) owned of record by the directors, Chief Executive Officer, key officers of the Bank, and nominees for election as director as of February 28, 2021:

Title of Class

Name of Beneficial Owner

Number of Shares, Amount and Nature of

legal and beneficial Ownership

Citizenship Address % of Class

Common Justo A. Ortiz 3,229,061 (r) Filipino c/o Union Bank of the Philippines

0.26%

P32,290,610.00

Common Justo A. Ortiz 9,165 (b) Filipino c/o Union Bank of the Philippines

0.00%

P91,650.00

Common Erramon I. Aboitiz 319

(r) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.00%

P3,190.00

Common Erramon I. Aboitiz 12,832,827

(b) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

1.05%

P128,328,270.00

Common Edwin R. Bautista 703,662 (r) Filipino c/o Union Bank of the Philippines

0.06%

P7,036,620.00

Common Sabin M. Aboitiz 200,658 (r) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.02%

P2,006,580.00

Common Sabin M. Aboitiz 176,487 (b) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.01%

P1,764,870.00

Common Luis Miguel O. Aboitiz

6,485,706 (r) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.53%

P64,857,060.00


Common Manuel R. Lozano 1,167 (b) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.00%

P11,670.00

Common Juan Alejandro A. Aboitiz

23,573

(r) Filipino NAC Tower, 32nd Street Bonifacio Global City Taguig City

0.00%

P235,730.00

Common Nina Perpetua D. Aguas

1 (r) Filipino c/o IL Corp. Center, Insular Life Drive, Filinvest, Alabang, Muntinlupa City

0.00%

P10.00

Common Aurora C. Ignacio 1 (r) Filipino c/o SSS, Diliman, Quezon City

0.00%

P10.00

Common Michael G. Regino 1 (r) Filipino c/o SSS, Diliman, Quezon City

0.00%

P10.00

Common Carlos B. Raymond Jr.

123 (r) Filipino c/o Union Bank of the Philippines

0.00%

P1,230.00

Common Carlos B. Raymond Jr.

7,591 (b) Filipino c/o Union Bank of the Philippines

0.00%

P75,910.00

Common Reynato S. Puno 107 (r) Filipino c/o Union Bank of the Philippines

0.00%

P1,070.00

Common Francisco S.A. Sandejas

181,453 (r) Filipino c/o Union Bank of the Philippines

0.01 %

P1,814,530.00

Common Roberto G. Manabat

65 (r) Filipino c/o Union Bank of the Philippines

0.00%

P650.00 Common Ron Hose 65

(r) American c/o Union Bank of

the Philippines 0.00%

P650.00

Common Roberto F. Abastillas


0.04 %

P4,678,310.00

Common Roberto F. Abastillas

9,710 (b) Filipino c/o Union Bank of the Philippines

0.00%

P97,100.00

Common Ramon G. Duarte 139,103 (r) Filipino c/o Union Bank of the Philippines

0.01 %

P1,391,030.00

Common Mary Joyce S. Gonzalez

406, 910 (r) Filipino c/o Union Bank of the Philippines

0.03%

P4,069,100.00

Common Angelo Dennis L. Matutina


0.00 %

P539,740.00

Common Manuel G. Santiago Jr.


0.01%

P808,130.00

Common Michaela Sophia E. Rubio


0.01 %

P951,790.00


Common Antonio Agustin S. Fajardo


0.02 %

P2,456,820.00

Common

Raquel P. Palang 41,882 (r) Filipino c/o Union Bank of the Philippines

0.00%

P418,820.00

Common Raquel P. Palang 973 (b) Filipino c/o Union Bank of the Philippines

0.00%

P9,730.00

Common

Ramon Vicente D. De Vera II


0.00 %

P506,910.00

Common Ramon Vicente D. De Vera II

84 (b) Filipino c/o Union Bank of the Philippines

0.00%

P840.00

Common Catherine Anne B. Casas


0.00%

P94,180.00

Common

Ma. Cecilia Teresa S. Bernad


0.00 %

P468,610.00

Common Gerard D. Darvin 35,580 (r) Filipino c/o Union Bank of the Philippines

0.00 %

P355,800.00

Common Derrick J. Nicdao 1,448 (r) Filipino c/o Union Bank of the Philippines

0.00%

P14,480.00

Common

Jo-Ann Fatima L. Tolentino


0.01 %

P1,468,580.00

Common Edzel S. Babas 29,311

(r) Filipino c/o Union Bank of the Philippines

0.00%

P293,110.00

Common Myrna E. Amahan 2,118 (r) Filipino c/o Union Bank of the Philippines

0.00%

P21,180.00 Common

Myrna E. Amahan 2,362 (b) Filipino c/o Union Bank of


P23,620.00

Common Hannah Theresa S. Contreras


0.00%

P318,800

Common Rachel Christine T. Geronimo


0.00%

P103,180.00

Common Ma. Eloisa Jovita M. Mariano


0.00%

P56,560.00

Common Fides C. Tiongson 58,288 (r) Filipino c/o Union Bank of the Philippines

0.00%

P582,880.00

Common Jose Maria O. Roxas


0.00%

P91,050.00

Common

Jose Maria O. Roxas

4 (b) Filipino c/o Union Bank of the Philippines

0.00%

P40.00


Common

Luis Alberto A. Castaneda


0.00 %

P110,780.00

Common

Carlo I. Eñanosa 14,976 (r) Filipino c/o Union Bank of the Philippines

0.00%

P149,760.00

Common

Carlo I. Eñanosa 10,500 (b) Filipino c/o Union Bank of the Philippines

0.00%

P105,000.00

Common

Marnita J. Tan 230 (r) Filipino c/o Union Bank of the Philippines

0.00%

P2,300.00 Common

Ma. Rowena S. Basconcillo


0.00%

P113,510.00 Common

Honeylee G. Regala


0.00%

P68,570.00 Common

Margaret O. Chao 32,453 (r) Filipino c/o Union Bank of


P324,530.00

Common

Jonathan Z. Almeda


0.00%

P29,730.00

Common

Henry Rhoel R. Aguda


0.02%

P2,420,470.00

Common

Francis B. Albalate 20,883 (r) Filipino c/o Union Bank of the Philippines

0.00 %

P208,830.00

Common

Joselito V. Banaag 7,457 (r) Filipino c/o Union Bank of the Philippines

0.00%

P74,570.00

Common

Conrad Anthony Dominic L. Banal


0.00%

P120,950.00

Common

Joebart T. Dator 15,239 (r) Filipino c/o Union Bank of the Philippines

0.00%

P152,390.00

Common

Ana Maria A. Delgado


0.00%

P587,240.00

Common

Montano D. Dimapilis


0.00%

P87,520.00 Common

Eduardo V. Enriquez III

1,662


0.00%

P16,620.00

Common

Ma. Christina A. Escolar

13,484


0.00%

P134,840.00 Common

Mary Antonette G. Evalle

2,443


0.00%

P24,430.00 Common

Enrique M. Gregorio


0.00%

P41,630.00


Common Concepcion Perla P. Lontoc


0.00%

P107,350.00 Common

Angelbert D.G. Macatangay

8,682


0.00%

P86,820.00 Common

Michael P. Magbanua

2,754


0.00%

P27,540.00 Common Dennis D. Omila 82,372 (r) Filipino c/o Union Bank of


P823,720.00

Common

Ronaldo Francisco B. Peralta


0.00%

P202,580.00

Common Ruby Gisela L. Perez


0.00%

P54,240.00

Common

Ronaldo Jose M. Puno


0.00%

P103,070.00

Common Dinesh M. Sahijwani


0.00%

P29,110.00

Common Quintin C. San Diego, Jr.


0.00%

P62,230.00

Common

Christine V. Siapno 3,245


0.00%

P32,450.00 Common Rahni R.

Svenningsen 3,643

(r) Filipino c/o Union Bank of


P36,430.00 Common Jeanette Yvonne

M. Zagala 5,096



P50,960.00 Common Arlene Joan T.

Agustin 6,663



P66,630.00 Common Antonio Sebastian

T. Corro 12,554



P125,540.00 Common Raymond Anthony

B. Acosta 5,131



P51,310.00 Common

Efrenilo L. Cayanga, Jr.

3,639


0.00%

P36,390.00 Common

Mariano Dominick F. Lacson

5,732


0.00%

P57,320.00 Common

Rafael G. Mariano 1,238



P12,380.00 Common

Dave T. Morales 7,323



P73,230.00


Common Joselynn B. Torres 3,822


0.00%

P38,220.00 Common

Ma. Theresa S. Daguiso

3,717


0.00%

P37,170.00 Common

Paula Katerina S. Joson

1,435


0.00%

P14,350.00 Common Jonathan Gerald V.

Deomano 957

(r) Filipino

c/o Union Bank of the Philippines

0.00%

P9,570.00 Common

Adrian H. Lim 2,299


0.00%

P22,990.00 Common Christopher

Patrick G. Ocampo 2,630


0.00%

P26,300.00 Common

Lauro P. Peralta 1,443 (r) Filipino

c/o Union Bank of the Philippines

0.00%

P14,430.00 Common Menchie M.

Tormon 1,148



P11,480.00 Common Maria Paz B.

Urmatam 1,937



P19,370.00 Common

Dominador N. Velasco IV

997


0.00%

P9,970.00 Common Harold Benjamin G.

Libarnes 975


0.00%

P9,750.00 Common Maria Angelica C.

Balangue 997


0.00%

P9,970.00 Common Norman C. Gabriel 635


0.00%

P6,350.00 The aggregate number of shares owned of record by the Chief Executive Officer, key officers and directors as a group as of February 28, 2021 is 26,976,598 shares equivalent to P269,765,980 @ P10.00/share which is approximately 2.13% of the Bank’s outstanding capital stock.

“r” represents record ownership. “b” represents beneficial ownership at par value of P10.00/share. 3. There is no existing voting trust agreement involving shares of the Bank. 4. There was no change in control that occurred in the Bank since the beginning of

the last fiscal year.

Item 5. Directors and Executive Officers

A. Directors and Nominees:

The following are the names of the nominee Directors of UnionBank who have been pre-screened and certified qualified by the Corporate Governance Committee of the Board pursuant to SRC Rule No. 38, the BSP’s Manual of Regulations for Banks, SEC Code of Corporate Governance and the Bank’s Revised Manual on Good Corporate Governance, at the special meeting held on February 4, 2021 by the following Corporate Governance Committee Members:


1. Chief Justice Reynato S. Puno (Ret.), Chairman/ Independent Director 2. Justo A. Ortiz 3. Sabin M. Aboitiz 4. Nina D. Aguas 5. Aurora C. Ignacio 6. Roberto G. Manabat, Independent Director 7. Carlos B. Raymond, Jr., Independent Director 8. Francisco S.A. Sandejas, Independent Director 9. Ron Hose, Independent Director

NOMINEES AGE CITIZENSHIP POSITION Period during which

individual has served as such

Erramon I. Aboitiz 64 Filipino Chairman

Director

May 22, 2020 to present July 23, 1993 to present October 11, 1988 to April 23, 1993

Justo A. Ortiz 63 Filipino Vice Chairman

Chairman

Chairman & CEO

May 22, 2020 to present January 1, 2018 to May 22, 2020 July 23, 1993 to December 31, 2017

Sabin M. Aboitiz 56 Filipino Director May 24, 2013 to present Manuel R. Lozano 50 Filipino Director May 26, 2017 to present Juan Alejandro A. Aboitiz

36 Filipino Director December 14, 2018 to present

Aurora C. Ignacio 64 Filipino Director April 5, 2019 to present Michael G. Regino 59 Filipino Director March 7, 2018 to present Nina D. Aguas 68 Filipino Director January 4, 2016 to present Ana Maria A. Delgado 40 Filipino Director For election on April 23,

2021* Edwin R. Bautista 60 Filipino President &

CEO

Director

President & COO

January 1, 2018 to present January 4, 2016 to present January 1, 2016 to December 31, 2017

INDEPENDENT DIRECTORS Reynato S. Puno 80 Filipino Independent

Director January 1, 2013 to present

Roberto G. Manabat 74 Filipino Independent Director

May 25, 2018 to present

Ron Hose 42 American Independent Director

September 25, 2020 to present

Manuel D. Escueta 70 Filipino Independent Director

For election on April 23, 2021

Josiah L. Go 58 Filipino Independent Director

For election on April 23, 2021

The nominees for Independent Directors, namely, retired Supreme Court Chief Justice Reynato S. Puno, Mr. Roberto G. Manabat, Mr. Ron Hose, Mr. Manuel D. Escueta, and Mr. Josiah L. Go possess the qualifications and none of the disqualifications of an independent director. They have complied with all the requirements of the Bangko Sentral ng Pilipinas (BSP), the Securities and Exchange Commission (SEC), and the Bank’s Revised Manual on Good Corporate Governance for their respective positions. Retired Supreme Court Chief Justice Reynato S. Puno, Mr. Manabat and Mr. Hose were nominated by stockholders Donabel J. Cruzado, Hannah Theresa S. Contreras, and Caroline L. Tobias, respectively. *Subject to approval of the Securities and Exchange Commission and the Bangko Sentral ng Pilipinas.


Mr. Escueta and Mr. Go were nominated by stockholder Leticia A. Moreno. They are not related to the nominees for independent directors. The above-named nominees are eligible for election as Independent Directors at the forthcoming Annual Stockholders’ meeting on April 23, 2021. Their Certifications of Independent Director, in accordance with SEC Memorandum Circular No. 5, Series of 2017, are attached as Annexes “A”, “A-1”, “A-2”, “A-3” and “A-4”, respectively.

BUSINESS EXPERIENCE:

The following is a brief description of the business experience of each of the directors/nominees of the Bank: Erramon I. Aboitiz serves as Chairman of UnionBank. He is also the Chairman of Aboitiz Power Corporation, the leading power company in the Philippines with businesses in distribution, generation and retail electricity services, a publicly listed company. He is also a director of Aboitiz Equity Ventures, Inc., a publicly listed company, and the Philippine Disaster Resilience Foundation, Inc. Mr. Aboitiz also sits as a Board of Trustees with the Asian Institute of Management. Mr. Aboitiz was awarded the Management Association of the Philippines’ Management Man of the Year and Ernst & Young's Entrepreneur of the Year both in 2011. Mr. Aboitiz earned a Bachelor of Science degree in Business Administration, major in Accounting and Finance, from Gonzaga University in Spokane, U.S.A. He was also conferred an Honorary Doctorate Degree in Management by the Asian Institute of Management. He is not connected with any government agency or instrumentality. Chairman: Executive Committee Vice Chairman: Non-Executive Board Member: Risk Management Committee, Market Risk Committee Alternate Member: Corporate Governance Committee Justo A. Ortiz serves as Vice Chairman of UnionBank. He holds the position of Chairman and/or Director of various subsidiaries of the Bank: PETNET, Inc., City Savings Bank, Inc., UBP Investments Corporation and UBX Philippines Corporation. He is also the Chairman of the following companies: Philippine Payments Management, Inc., Fintech Philippines Association, Inc. and Distributed Ledger Technology Association of the Philippines, Inc., Director of Concepcion Industrial Corporation (a publicly listed company), Member of the Board of Trustees of The Insular Life Assurance Co., Ltd., Member of the Management Association of the Philippines, Member of the Board of Trustees of Philippine Trade Foundation, Inc., Makati Business Club and World Presidents Organization. He was the Chief Executive Officer of the Bank from 1993 to 2017. Prior to his stint in the Bank, he was Managing Partner for Global Finance and Country Executive for Investment Banking at Citibank, N.A. Mr. Ortiz became a member of the Claustro de Profesores of the University of Santo Tomas (UST) as he was conferred a Doctor of Humanities degree, Honoris Causa, on December 11, 2015. He graduated Magna Cum Laude with a degree in the Economics Honors Program from Ateneo de Manila University. Chairman: Non-Executive Board Member: Executive Committee, Risk Management Committee, Trust Committee, Market Risk Committee, Operations Risk Management Committee, Corporate Governance Committee Sabin M. Aboitiz serves as Director of UnionBank. He is the President and Chief Executive Officer of Aboitiz Equity Ventures, Inc., a publicly listed company. He is also the President of AEV Aviation, Inc., and AEV-CRH Holdings, Inc., wholly-owned subsidiaries of Aboitiz Equity Ventures, Inc. (AEV).


He is the Chairman of Aboitiz Foundation, Inc., Aboitiz InfraCapital, Inc, Aboitiz Land, Inc., Pilmico Foods Corporation, Pilmico Animal Nutrition Corporation, Gold Coin Management Holdings, Ltd.; Director of AEV CRH Holdings, Inc.; ACO, Republic Cement and Building Materials, Republic Cement Services, Inc., CRH Aboitiz Holdings, Inc., Apo Agua Infrastructura, Inc., Aboitiz Construction International, Inc., Aboitiz Construction, Inc., Pilmico International Pte. Ltd, Aboitiz Power International Pte. Ltd. and AEV International Pte. Ltd. He spent much of his professional life with Aboitiz Transport, Inc. and his last position was as President and Chief Executive Officer of one of its subsidiaries, Aboitiz One, Inc. (owner of the 2GO brand) which is now called 2GO Group, Inc. He graduated from Gonzaga University in the USA with a B.S. Business Administration Degree, majoring in Finance. Member: Non-Executive Board, Executive Committee, Corporate Governance Committee Alternate Member: Risk Management Committee, Operations Risk Management Committee Manuel R. Lozano serves as Director of UnionBank. He is currently the Senior Vice President and Chief Financial Officer of Aboitiz Equity Ventures, Inc., a publicly listed company. He was the Chief Financial Officer of Aboitiz Power Corporation from January 2014 to May 2015. He was also the Chief Financial Officer of the Aboitiz Power Generation Group and AP Renewables, Inc. from December 2008 to December 2013. Prior to joining the Aboitiz Group, Mr. Lozano was the Chief Financial Officer and Director of PAXYS, Inc. and held various positions in financial institutions including Jardine Fleming & CLSA. Mr. Lozano graduated with a Bachelor of Science degree in Business Administration from the University of the Philippines (Diliman) and holds an MBA degree from The Wharton School of the University of Pennsylvania. Chairman: Trust Committee Member: Non-Executive Board, Executive Committee Alternate Member: Risk Management Committee, Market Risk Committee Juan Alejandro A. Aboitiz serves as Director of UnionBank. He holds the position of First Vice President for Commercial Operations Business Unit of Aboitiz Power Corporation, a publicly listed company. He is currently Chairman of the Board of Directors of AP Renewables, Inc., SN Aboitiz Power - Res, Inc. and Therma Luzon, Inc.; Chairman and Chief Financial Officer/Treasurer of Aboitiz Energy Solutions, Inc. and Adventergy, Inc.; Chairman and Chief Financial Officer of Prism Energy, Inc.; and Director of Mazzaraty Energy Corporation and Aboitiz Power Distributed Renewables, Inc. Mr. Aboitiz is a member of the Board of Advisors of Aboitiz Company, Inc. and as Advisor of Aboitiz Foundation, Inc. He is also the President of Aboitiz Distributed Energy, Inc. and Aboitiz Power Distributed Renewables, Inc. He was Assistant Vice President for Corporate Finance of Aboitiz Equity Ventures, Inc., a publicly listed company, from January 2016 to June 2017. He was also the Department Head for Billing and Collection of Visayan Electric Company, Inc. from March 2012 to June 2013, and Regulatory Affairs Manager of APC from July 2013 to June 2014. He started his career with the Aboitiz Group as a Management Trainee for the Strategy and Corporate Finance Department of AEV. Prior to joining the Aboitiz Group, he held various positions in SyCip Gorres Velayo & Co. from 2008 to 2011. Mr. Aboitiz graduated from Loyola Marymount University in Los Angeles, California, U.S.A. with a degree in Bachelor of Science in Accounting and Master’s of Business Administration from The Hong Kong University of Science and Technology. Member: Non-Executive Board Nina Perpetua D. Aguas serves as Director of UnionBank. She also sits as Director of City Savings Bank, Inc. She is currently the Executive Chairman of the Board of Trustees of The Insular Life Assurance Co., Ltd. She was the President and Chief Executive Officer of Philippine Bank of Communications, a publicly listed company, from August 2012 to March 2015. Prior to this, she was the Managing Director for Private Banking, Asia-Pacific at ANZ Banking Group Ltd., Singapore. She also held various positions with Citigroup Inc. - Managing Director for Corporate Center Compliance, New York; Country Business


Manager, Global Consumer Group, Philippines; Head of Sales & Distribution, Global Consumer Group, Philippines; and Regional Audit Director, Citigroup, Asia-Pacific. She is currently the Chairman of the Board of the following Insular Life Subsidiaries - Insular Health Care, Inc.; Insular Foundation, Inc.; Insular Life Management and Development Corporation (ILMADECO); and Insular Life Property Holdings, Inc. where she also serves as President. She's also the Board of Director and Chairperson of Bank of Florida (A Rural Bank). She also sits as Director of Insurance Institute for Asia and the Pacific, Inc. and is a member of the World Bank Group’s Advisory Council on Gender and Development. Member: Non-Executive Board, Executive Committee, Audit Committee, Market Risk Committee, Corporate Governance Committee Aurora C. Ignacio serves as Director of UnionBank. She is the President and CEO (PCEO) of the Social Security System (SSS) and Vice-Chairperson of the Social Security Commission (SSC). As SSS PCEO, she oversees and supervises the general conduct of operations of the state pension fund and is responsible for carrying out programs and policies. Prior to her appointment as PCEO, she was the Chairperson of the SSC. Ms. Ignacio was also the former Assistant Secretary for Special Projects in the Office of the President and was designated as the Focal Person for Anti-Illegal Drugs by virtue of Presidential Directive No. 5. She took on multiple responsibilities pertinent to said designation serving as a Guest Member of the Dangerous Drugs Board while at the same time attending to her duties as a Principal Member of Task Force on the Establishment of Rehabilitation and Treatment Center for Drug Users. In addition, Ms. Ignacio was a council member of the National Food Authority and helped steer the agency through its policies on food security. She also held various positions in different banking institutions. She obtained her Bachelor of Science degree in Commerce, Banking and Finance from the Centro Escolar University. Member: Non-Executive Board, Executive Committee, Trust Committee, Market Risk Committee, Corporate Governance Committee Alternate Member: Risk Management Committee, Operations Risk Management Committee, Technology and Steering Committee Michael G. Regino serves as Director of UnionBank. He is presently a Member of the Board of the Social Security Commission (SSC) and since February 28, 2017, a Director of Philex Mining Corporation, a publicly listed company. Preceding from his appointment as Commissioner of the SSC on October 27, 2016, he engaged in various activities which marked significant milestones in his career. He served as the President and member of the Board of Directors of San Agustin Services, Inc., Agata Mining Ventures, Inc. and Exploration Drilling Corp.; as the Senior Vice President and Chief Operating Officer of St. Augustine Gold and Copper Ltd.; and as the Executive Director of TVI Resources Development Phils., Inc. He also became one of the members of the Board of Directors of Nationwide Development Corporation and KingKing Mining Corp., where he took charge of the Davao operations. He also gained expertise in the field of real estate development and property management when he served as the President of Golden Haven Memorial Parks, Inc., Camella Homes, and MGS Group of Companies. He also shared his expertise in other industries such as Northern Foods, Corp., Kilusang Kabuhayan at Kaunlaran, and the Ateneo de Zamboanga University, where he served as Finance and Treasury Manager, Chief Financial Specialist, and Instructor in Economics, respectively. Mr. Regino graduated Cum Laude and Salutatorian from the Ateneo de Zamboanga University in 1981, with a degree of Bachelor of Science, Major in Economics. He later obtained his Master’s degree in Business Administration in 1985 from the Ateneo de Manila University. Member: Non-Executive Board, Risk Management Committee, Audit Committee, Operations Risk Management Committee, Technology and Steering Committee Alternate Member: Executive Committee, Market Risk Committee, Corporate Governance Committee


Edwin R. Bautista serves as Director and President & Chief Executive Officer of UnionBank. He also serves as Chairman of the following subsidiaries of the Bank: UBP Investments Corporation, City Savings Bank, Inc. and First Union Plans, Inc.; and Director of UBX Philippines Corporation, PETNET, Inc. and Aboitiz Equity Ventures, Inc., a publicly listed company. He was the President and Chief Operating Officer of the Bank from January 1, 2016 to December 31, 2017. He also served as Senior Executive Vice President of the Bank from 2011 to 2015. He acted as President of the International Exchange Bank in 2006 until its merger with UnionBank. He was Senior Vice-President of UnionBank from 1997 to 2001 and Executive Vice President from 2001 to 2011. He previously worked as Senior Brand Manager at Procter and Gamble, Marketing and Sales Director of the Philippines and Guam at American Express International and Vice President/Group Head of Transaction Banking at Citibank. Member: Executive Committee, Trust Committee, Technology Steering Committee Ana Maria A. Delgado was nominated for election as Director of UnionBank. She is Executive Vice President, Chief Digital Channel Officer and Chief Customer Experience Officer of the Bank. She is a Director of SingLife Philippines, CitySavings Bank, Aboitiz Land, Inc., Aboitiz Infracapital, Inc., and Aboitiz Equity Ventures, Inc., a publicly listed company. She started her career with the Bank as a Product Manager under the Retail Banking Center and has held multiple positions in the bank covering SME lending and Consumer Finance businesses. Prior to joining the Bank, she was an Assistant Vice President for Product Management at Citibank, N.A. from 2006 to 2008. Ms. Delgado graduated with a Bachelor of Arts in Art History/Painting from Boston College and obtained her Master’s degree in Business Administration from New York University Stern School of Business in 2010. Reynato S. Puno serves as Independent Director of UnionBank. He was Chief Justice of the Supreme Court of the Philippines from 2006 to 2010. He also serves as an Independent Director of San Miguel Corporation, a publicly listed company, and San Miguel Brewery Hongkong, Ltd.; Commissioner, PT Delta DJakarta Tbk.; and Board Member of Manila Standard. He is engaged in international arbitration, being accredited by the Permanent Court of Arbitration. He also held various positions in the government, including Assistant Solicitor General in the Office of the Solicitor General from 1971 to 1982; Associate Justice in the Intermediate Appellate Court from 1983 to 1984; Deputy Minister in the Ministry of Justice from 1984 to 1986; Associate Justice of the Court of Appeals from 1986 to 1993; and Associate Justice of the Supreme Court from 1993 to 2006. Chairman: Corporate Governance Committee, Related Party Transaction Committee Member: Non-Executive Board, Audit Committee, Market Risk Committee, Operations Risk Management Committee Roberto G. Manabat serves as Independent Director of UnionBank. He is also an Independent Director of City Savings Bank, Inc., a subsidiary of the Bank. He is a Certified Public Accountant. He is a Board Adviser on Internal Audits of SM Investments Corporation, a publicly listed company, and its subsidiaries/affiliates. He is also a Director in PA Properties and Development Corp. and Titanium Construction Company. He also sits as Trustee of the Shareholders Association of the Philippines; Chairman of KPMG R.G. Manabat Foundation; and Vice Chairman of Enactus Philippines. As the first General Accountant of the Securities and Exchange Commission (SEC) from 2003-2005, he set up the mechanism for effective financial reviews of the financial reports submitted by listed and other public companies regulated by the SEC. His past experience involves: Chairman and Chief Executive Officer of KPMG R.G. Manabat & Co.; a member of the Global Council of KPMG International; a member of the Asia-Pacific Board of KPMG International; Chairman of Auditing & Assurance Standards Council; Consultant of the SEC; and Partner of SyCip Gorres Velayo & Co., among others. Mr. Manabat has a track record of more than 40 years in the field of accountancy and has been a prominent advisor to many corporate and government agencies on good governance principles and practices. In 2018, he received The Outstanding Professional Award in the Field of Accountancy given by the Professional Regulation Commission. In 2019, he was honored by The Federation of Asian Institute of Management Alumni Associations, Inc. (FAIM) with an AIM


Alumni Achievement (Triple A) Award, the most prestigious recognition given to AIM graduates. Mr. Manabat graduated from the University of the East with a degree in Business Administration. He obtained his Master’s degree in Business Management from Asian Institute of Management. Chairman: Audit Committee Member: Non-Executive Board, Risk Management Committee, Market Risk Committee, Corporate Governance Committee, Technology Steering Committee, Related Party Transaction Committee Ron Hose serves as Independent Director of UnionBank. Prior to joining the board of UnionBank, Mr. Hose was the founder and CEO of Coins.ph (acquired by Gojek in 2019), one of the first blockchain based financial services platforms to reach significant mainstream consumer adoption. Mr. Hose was also a founding partner at Silicon Valley based venture fund Innovation Endeavors, and a founder at TokBox Inc, a San Francisco based videoconferencing startup that was acquired by Telefonica. Mr. Hose has solid experience in information technology, FinTech, Blockchain, e-commerce and venture capital, and has likewise rendered his FinTech expertise during various speaking engagements. He is a graduate of Cornell University in 2005 with a Master’s of Engineering Degree in Computer Science. Chairman: Market Risk Committee Member: Non-Executive Board, Risk Management Committee, Operations Risk Management Committee, Corporate Governance Committee, Technology Steering Committee Manuel D. Escueta was nominated for election as Independent Director of UnionBank. He is Independent Director of Pascual Laboratories, Inc. and Vitarich Corporation, a publicly listed company. He also sits as member of the Executive Committee and Marketing Adviser of Mega Global Corporation; member of the Board of Trustees and Advisory Council of Educhild Foundation, Philippines; and Vice Chairman of the Board of Trustees of PAREF Southridge School for Boys. He was the President of Educhild Foundation Philippines from 2004 to 2019, and also the President and CEO of Pascual Laboratories, Inc. from 2009-2012. Mr. Escueta also served as the Chairman of the Board of Directors and Business Head of Pascual Consumer Health Corporation, Inc. and Pascual Consumer Health Division, respectively. He was the Vice President for Corporate Marketing and Communications of United Laboratories, Inc. from September 2001 to March 2004. He also worked as General Advertising and Marketing Manager for Procter & Gamble, Asia. Mr. Escueta is a graduate of University of the Philippines in Diliman, Quezon City with a degree on Business Administration Major in Marketing. Josiah L. Go was nominated for election as Independent Director of UnionBank. He is the Chairman and Chief Innovation Strategist of Mansmith and Fielders, Inc., and Chairman of Waters Philippines (the market leader in the direct selling of premium home water purifiers in the Philippines). He is also Chairman/ Vice Chairman/ Director of over a dozen companies. He served as National President of the Philippine Marketing Association in 1991, Chairman of the Direct Selling Association of the Philippines in 2002, and National President of the Association of Marketing Educators from 2004-2005. Mr. Go is known as one of the Philippines’ most respected marketing gurus and the most awarded business educator of the Philippines with 18 bestselling and record-breaking marketing and entrepreneurship books. He has been recognized as one of the Agora Awardees in 1994, one of the Ten Outstanding Young Men (TOYM) of the Philippines in 2001, one of the Ten Outstanding Young Persons (TOYP) of the World in 2002 and one of only two Lifetime Achievement Awardees by the Association of Marketing Educators (2007), the youngest marketing educator to be bestowed this honor. He was also given the Brand Leadership Award during the World Brand Congress in India (2009). His accomplishments were recognized by the international community where he has been included in the 10th edition of the International Who’s Who of Intellectuals (England).


Mr. Go has completed the Blue Ocean Strategy qualification process in Blue Ocean Strategy Institute in Insead, France. He has taught at the De La Salle and Ateneo Universities. He is also an Executive Scholar of the Kellogg Business School (in marketing and Sales Management) as well as the MIT Sloan (in Strategy and Innovation). He also took advance marketing programs at Harvard, Wharton and at the London Business School. He specializes in the fusion of marketing and innovation using the lenses of data-driven entrepreneurship and teaches advanced marketing subjects. He has given talks and facilitated over 1,000 marketing seminars in the Philippines and internationally to teams in diverse industries, in different situations and contexts. He graduated from De La Salle University with a degree in Management and took his Master of Arts degree in Religious Studies from Maryhill School of Theology.

B. Attendance of the Board of Directors in Board Meetings

In 2020, there were twenty-one (21) Board meetings held for the period January 2020 to December 2020, including the non-executive board and organizational meetings. The attendance record of the directors, is as follows:

Name Total No. of

Meetings

Total Attended

Percentage

Erramon I. Aboitiz*, Chairman 21 21 100.00%

Justo A. Ortiz**, Vice Chairman 21 21 100.00%

Edwin R. Bautista 19 19 100.00%

Sabin M. Aboitiz 21 21 100.00%

Luis Miguel O. Aboitiz 21 21 100.00%

Manuel R. Lozano 21 21 100.00%

Juan Alejandro A. Aboitiz 21 21 100.00%

Nina D. Aguas 21 21 100.00%

Aurora C. Ignacio 21 21 100.00%

Michael G. Regino 21 21 100.00%

Chief Justice Reynato S. Puno (Ret.), Independent Director

21 21 100.00%

Carlos B. Raymond, Jr., Independent Director

21 21 100.00%

Francisco S.A. Sandejas, Independent Director, Independent Director

21 21 100.00%

Erwin M. Elechicon***, Independent Director

7 7 100.00%

Roberto G. Manabat, Independent Director

21 21 100.00%

Ron Hose, Independent Director 8 8 100.00%

* Vice Chairman until May 22, 2020; Elected as Chairman on May 22, 2020.

** Chairman until May 22, 2020; Elected as Vice Chairman on May 22, 2020.

*** Member until June 18, 2020; passed away on June 19, 2020.

**** Elected on September 25, 2020 vice Mr. Erwin M. Elechicon.

B.1. Attendance of the Board of Directors in Board Committee Meetings

a. Audit Committee

Member Meetings Attended % of Attendance

Roberto G. Manabat, Chairman

12 100%

Luis Miguel O. Aboitiz 11 91.67%


Nina Perpetua D. Aguas 12 100%

Michael G. Regino 11 91.67%

Carlos B. Raymond Jr 11 91.67%

Chief Justice Reynato S. Puno (Ret.)

12 100%

Francisco SA Sandejas 12 100%

Total Meetings Held 12

b. Corporate Governance Committee


Chief Justice Reynato S. Puno (Ret.), Chairman

12 100%

Justo A. Ortiz 12 100%

Sabin M. Aboitiz*** 5 83.33%


Aurora C. Ignacio 11 91.67%

Carlos B. Raymond Jr 10 100%

Roberto G. Manabat 12 100%

Francisco SA Sandejas 12 100%

Ron Hose* 3 100%

Erwin M. Elechicon** 6 100%


* Elected September 25, 2020, vice Erwin M. Elechicon ** Member until June 18, 2020 *** Member starting July 1, 2020, attended 5 of 6 meetings

c. Executive Committee


Erramon I. Aboitiz, Chairman

16 100%


Manuel R. Lozano 16 100%

Edwin R. Bautista 15 93.75%

Sabin M. Aboitiz 15 93.75%


Aurora C. Ignacio 15 93.75%


d. Market Risk Committee


Ron Hose*, Chairman 3 100%


Erramon I. Aboitiz 12 100%


Nina Perpetua D. Aguas 12 100% Roberto G. Manabat 12 100% Carlos B. Raymond Jr. 12 100% Chief Justice Reynato S. Puno (Ret.)

12 100%

Francisco S.A. Sandejas 12 100% Aurora C. Ignacio*** 7 100% Erwin M. Elechicon** 6 100%


* Elected September 25, 2020, vice Erwin M. Elechicon ** Member until June 18, 2020 *** Member starting June 11, 2020, attended 7 of 7 meetings

e. Operations Risk Management Committee

Member Meetings

Attended % of Attendance

Francisco S.A. Sandejas, Chairman

15 100%

Justo A. Ortiz 15 100% Luis Miguel O. Aboitiz 15 100% Michael G. Regino 13 86.67% Carlos B. Raymond Jr. 15 100% Chief Justice Reynato S. Puno (Ret.)

15 100%

Ron Hose* 3 100% Erwin M. Elechicon** 8 100%


* Elected September 25, 2020, vice Erwin M. Elechicon ** Member until June 18, 2020

f. Related Party Transaction Committee


Chief Justice Reynato S. Puno (Ret.), Chairman

12 100%

Carlos B. Raymond Jr. 12 100% Roberto G. Manabat 12 100% Total Meetings Held 12

g. Risk Management Committee


Carlos B. Raymond Jr., Chairman

12 100%


Erramon I. Aboitiz 12 100%

Michael G. Regino 10 83.33%

Roberto G. Manabat 12 100%

Francisco S.A. Sandejas 12 100%

Ron Hose* 3 100%


* Elected September 25, 2020, vice Erwin M. Elechicon


h. Technology Steering Committee

Member Meetings Attended % of Attendance Luis Miguel O. Aboitiz, Chairman

12 100%

Edwin R. Bautista 12 100% Michael G. Regino 10 83.33% Roberto G. Manabat 12 100% Ron Hose * 3 100% Erwin M. Elechicon 6 100% Total Meetings Held 12 * Elected September 25, 2020, vice Erwin M. Elechicon

i. Trust Committee


Manuel R. Lozano 12 100% Justo A. Ortiz 12 100% Edwin R. Bautista 12 100% Aurora C. Ignacio 11 91.67% Total Meetings Held 12 100%

C. Executive Officers:

The Executive Officers of the Bank, and their respective age, citizenship, and position as of February 28, 2021, are as follows:

NAME AGE CITIZENSHIP POSITION Period during which

individual has served as such

Edwin R. Bautista 60 Filipino President and Chief Executive Officer President and Chief Operating Officer Senior Executive Vice President – Center Head, Transaction 873089Banking, Commercial Banking and Channel Management Executive Vice President – Center Head, Retail Banking

January 1, 2018 to present January 1, 2016 to December 31, 2017 November 1, 2011 to December 31, 2015 April 27, 2001 to October 31, 2011

Henry Rhoel R. Aguda

52 Filipino Senior Executive Vice President – Chief Technology and Operations Officer and Chief Transformation Officer

August 1, 2016 to present

Jose Emmanuel U. Hilado

57 Filipino Senior Executive Vice President – Chief Financial Officer and Treasurer

July 1, 2017 to present


Roberto F. Abastillas 60 Filipino Executive Vice President – Center Head, Commercial Banking Senior Vice President – Center Head, Commercial Banking Senior Vice President - Deputy Center Head, Commercial Banking Senior Vice President, Head – Commercial Banking 1

August 1, 2019 to present January 1, 2018 to July 31, 2019 August 1, 2017 to December 31, 2017 August 28, 2006 to July 31, 2017

Ana Maria A. Delgado

40 Filipino Executive Vice President – Chief Customer Experience Officer and Chief Digital Channel Officer Senior Vice President – Center Head, Consumer Finance and Chief User Experience Officer First Vice President – Deputy Center Head of Consumer Finance and Chief User Experience Officer Vice President – Business Head, Credit Card Business Assistant Vice President – Sales and Marketing Director for Cards Assistant Vice President – Group Head, SME Banking

June 1, 2020 to present August 1, 2018 to May 31, 2020 July 1, 2017 to July 31, 2018 November 1, 2014 to June 30, 2017 May 1, 2013 to October 31, 2014 June 15, 2011 to April 30, 2013

Antonino Agustin S. Fajardo

57 Filipino Executive Vice President – Center Head, Corporate Banking Senior Vice President – Center Head, Corporate Banking First Vice President – Deputy Center

August 1, 2019 to present August 1, 2018 to July 31, 2019 January 1, 2018 to July 31, 2018


Head, Corporate Banking First Vice President – Head, Mortgage Finance Business First Vice President – Head, Consumer Finance – Auto Finance Business Center

November 1, 2014 to December 31, 2018 May 1, 2013 to October 31, 2014

Mary Joyce S. Gonzalez

62 Filipino Executive Vice President – Center Head, Retail Banking Senior Vice President First Vice President

August 1, 2015 to present June 1, 2010 to July 31, 2015 May 24, 2002 to June 1, 2010

Angelo Dennis L. Matutina

57 Filipino Executive Vice President – Chief Operations Officer, City Savings Bank, Inc. (Seconded) Executive Vice President – Center Head, Channel Management Senior Vice President

March 25, 2019 to present August 1, 2015 to March 25, 2019 May 1, 2009 to July 31, 2015

Dennis D. Omila 48 Filipino Executive Vice President – Chief Information Officer Senior Vice President - Chief Information Officer

August 1, 2018 to present November 16, 2016 to July 31, 2018

Michaela Sophia E. Rubio

56 Filipino Executive Vice President – Chief Human Resource Officer and Lead for CSR and Sustainability Senior Vice-President - HR Director and Corporate Social Responsibility Director First Vice President and HR Director

August 1, 2019 to present June 1, 2014 to July 31, 2019 June 1, 2012 to May 31, 2014

Manuel G. Santiago, Jr.

61 Filipino Executive Vice President – Chief Mass Market and Financial Inclusion Executive Executive Vice

October 3, 2018 to present August 1, 2017 to October


President – Center Head, Consumer Finance Senior Vice President – Head, Consumer Finance Business

2, 2018 December 14, 2007 to July 31, 2017

Atty. Arlene Joan T. Agustin

52 Filipino Senior Vice President – Head, Private Banking Group Senior Vice President – Trust Officer

December 1, 2018 to present February 5, 2018 to November 30, 2018

Francis B. Albalate 50 Filipino Senior Vice President – Financial Controller

July 1, 2016 to present

Atty. Joselito V. Banaag

50 Filipino Senior Vice President - General Counsel and Corporate Secretary

November 16, 2015 to present

Antonio Sebastian T. Corro

48 Filipino Senior Vice President – Center Head, Consumer Finance Senior Vice President – Head, Cards Business

August 28, 2020 to present August 1, 2018 to August 27, 2020

Joebart T. Dator 53 Filipino Senior Vice President – Head, Branch and Customer Engagement Channel First Vice President – Head, Branch Channel Management Vice President – Head, Branch Channel Management Assistant Vice President – Sales Director

July 1, 2019 to present August 1, 2017 to June 30, 2019 June 1, 2014 to July 31, 2017 May 29, 2009 to May 31, 2014

Ramon Vicente D. De Vera II

45 Filipino Senior Vice President, Head, Fintech Business Group and EON Banking Business Senior Vice President – Head, Fintech Business Group First Vice President – Head, Corporate

October 23, 2020 to present August 1, 2018 to October 22, 2020 July 1, 2014 to July 31, 2018


Product Management Vice President – Business Development Director

May 28, 2010 to June 30, 2014

Montano M. Dimapilis

56 Filipino Senior Vice President – Head, Business Services Group First Vice President – Head, Facilities Management Group and Branch Network Management Vice President – Head, Facilities Management Group

May 1, 2020 to present July 1, 2015 to April 30, 2020 November 2, 2011 to June 30, 2015

Ramon G. Duarte 56 Filipino Senior Vice President – Center Head, Transaction Banking and Platform Development Group Senior Vice President – Head, Platform Development Group

May 22, 2020 to present June 23, 2006 to May 21, 2020

Concepcion Perla P. Lontoc

52 Filipino Senior Vice President – Sales Director First Vice President – Sales Director Vice President – Sales Director Assistant Vice President – Relationship Manager

May 1, 2020 to present July 1, 2016 to April 30, 2020 December 14, 2007 to June 30, 2016 July 25, 2003 to December 13, 2007

Raquel P. Palang 50 Filipino Senior Vice President – Treasurer, City Savings Bank, Inc. (Seconded) First Vice President – Deputy Treasurer Vice President – Unit Head Assistant Vice President – Senior Trader

June 26, 2020 to present June 1, 2010 to June 25, 2020 June 23, 2006 to May 31, 2010 June 25, 2004 to June 22, 2006

Ronaldo Francisco B. Peralta

57 Filipino Senior Vice President - Chief Risk Officer

November 3, 2014 to present


Ronaldo Jose M. Puno

43 Filipino Senior Vice President – Solutions Delivery Head First Vice President – Head, Business Process Automation

May 1, 2020 to present June 4, 2018 to April 30, 2020

Myrna E. Amahan 60 Filipino First Vice President – Chief Audit Executive First Vice President - Internal Audit Division Head Vice President - Internal Auditor Assistant Vice President - Internal Auditor Assistant Vice President – OIC, Internal Auditor

February 23, 2021 to present August 1, 2016 to February 1, 2021 June 23, 2006 to July 31, 2016 March 31, 2006 to June 23, 2006 February 9, 2001 to March 31, 2006

Admiral Rafael G. Mariano (Ret.)

59 Filipino First Vice President – Chief Security Officer

April 1, 2019 to present

Joselynn B. Torres 62 Filipino First Vice President – Chief Compliance and Corporate Governance Officer

December 1, 2018 to present

Alan Jay C. Avila 47 Filipino Vice President – Trust Officer Vice President – Head, Business Development and Marketing

December 1, 2018 to present March 7, 2018 to November 30, 2018

Maria Francesca R. Montes

33 Filipino Vice President – AI and Data Policy Head and Data Protection Officer Assistant Vice President – Data Privacy Officer

May 1, 2020 to present October 1, 2018 to April 30, 2020

Atty. Buenaventura S. Sanguyo, Jr.

51 Filipino Vice President - Deputy Head of Legal Division and Assistant Corporate Secretary Vice President – Deputy Head of Legal Division

July 22, 2016 to present October 12, 2015 to July 21, 2016

BUSINESS EXPERIENCE:

The following is a brief description of the business experience of each of the

Executive Officers of the Bank:


Edwin R. Bautista serves as Director and President & Chief Executive Officer of UnionBank. He also serves as Chairman of the following subsidiaries of the Bank: UBP Investments Corporation, City Savings Bank, Inc. and First Union Plans, Inc.; and Director of UBX Philippines Corporation, PETNET, Inc. and Aboitiz Equity Ventures, Inc., a publicly listed company. He was the President and Chief Operating Officer of the Bank from January 1, 2016 to December 31, 2017. He also served as Senior Executive Vice President of the Bank from 2011 to 2015. He acted as President of the International Exchange Bank in 2006 until its merger with UnionBank. He was Senior Vice-President of UnionBank from 1997 to 2001 and Executive Vice President from 2001 to 2011. He previously worked as Senior Brand Manager at Procter and Gamble, Marketing and Sales Director of the Philippines and Guam at American Express International and Vice President/Group Head of Transaction Banking at Citibank. Member: Executive Committee, Trust Committee, Technology Steering Committee Henry Rhoel R. Aguda is the Senior Executive Vice President, Chief Technology and Operations Officer and Chief Transformation Officer of UnionBank of the Philippines and the Chairman of UBX Philippines, the fintech spin-off of the bank. Currently, he is a lecturer at the University of the Philippines Diliman Technology Management Center. Mr. Aguda is also a Board Member of Philippine Clearing House Corporation (PCHC), Associate Member of Institute of Corporate Directors (ICD), member of Financial Executive Institute of the Philippines (FINEX) and member of the Board of Trustees of Parish Pastoral Council for Responsible Voting (PPCRV). He is Chairman of the IT Steering Committee of PCHC and UnionBank AMLA Committee. Mr. Aguda was a former Chief Information Officer of Globe Telecom, Inc., a publicly listed company. He served as the Chief Technology Officer and Senior Vice President for the IT Group of the Government System Insurance Services (GSIS) and the Group Chief Information Technology Officer of Digitel Telecommunications Philippines. He was also the Chief Operations Officer and Chief Financial Officer of Nextel Communications Philippines. In addition to this, he has worked with Fujitsu Philippines, Bayantel, and Computer Information Systems Inc. Mr. Aguda obtained his degrees in Bachelor of Science in Mathematics and Juris Doctor, both from the University of the Philippines. He is the author of the book, Data Privacy & Cybercrime Prevention in the Philippine Digital Age. Non-Voting Member: Technology and Steering Committee Jose Emmanuel U. Hilado holds the position of Senior Executive Vice President, Chief Financial Officer and Treasurer of UnionBank. He was also a Director of the Bank subsidiaries - UBP Investments Corporation and First Union Plans, Inc. He has more than 30 years of banking experience behind him and has held various positions in Treasury, Trading, Investments, Correspondent Banking, Bank Operations, Human Resources, and Purchasing. Prior to joining UnionBank, he was the Senior Executive Vice President and Chief Operating Officer of East West Bank Corporation, a publicly listed company. He was also the Treasurer of Rizal Commercial Banking Corporation for 6 years and Chief Trader at Banco De Oro Unibank (“BDO”) for 4 years, both publicly listed companies. He also held positions in International Business Development of Far East Bank & Trust Company and in Treasury Trading of Equitable PCI Bank. While at BDO, he was also the Treasurer of BDO Private Bank for 3 years. He is currently a member of various industry-related associations such as the Bankers Association of the Philippines’ Open Market Committee, Financial Executive Institute of the Philippines (FINEX), Money Market Association and ACI Philippines and the Philippine Interpretations Committee (PIC) representing industry. He was President of ACI Philippines from 2002 to 2006 and was its Director in 2004. ACI Philippines is a business organization for financial market professionals involved in foreign exchange, fixed income, and derivatives markets. He obtained his Bachelor of Science degree in Business Economics at the University of the Philippines, and his MBA degree at Kellogg-Hong Kong University of Science and Technology. He is also a Certified Treasury Professional from the BAP- Ateneo Graduate School.


Roberto F. Abastillas holds the position of Executive Vice President and Center Head of Commercial Banking of UnionBank. He is also Director of First Union Insurance & Financial Agencies, Inc. He was previously Senior Vice President and Head of the Account Management Center I at International Exchange Bank. From 1987 to 1995, he was Vice President and Head of the Account Management Group for United Coconut Planters Bank. Ana Maria A. Delgado was nominated for election as Director of UnionBank. She is Executive Vice President, Chief Digital Channel Officer and Chief Customer Experience Officer of the Bank. She is a Director of SingLife Philippines, CitySavings Bank, Aboitiz Land, Inc., Aboitiz Infracapital, Inc., and Aboitiz Equity Ventures, Inc., a publicly listed company. She started her career with the Bank as a Product Manager under the Retail Banking Center and has held multiple positions in the bank covering SME lending and Consumer Finance businesses. Prior to joining the Bank, she was an Assistant Vice President for Product Management at Citibank, N.A. from 2006 to 2008. Ms. Delgado graduated with a Bachelor of Arts in Art History/Painting from Boston College and obtained her Master’s degree in Business Administration from New York University Stern School of Business in 2010. Antonino Agustin S. Fajardo holds the position of Executive Vice President and Center Head of Corporate Banking of UnionBank and he serves as Director of First Union Insurance & Financial Agencies, Inc., a subsidiary of the Bank. He is also a Senior Credit Officer and has had broad experience in the corporate and consumer sectors of the Bank in various leadership roles. He headed the Mortgage Business from 2013 to 2017, and in the early years of the Bank from 1994 to 1998, also played key roles in the Specialized Lending Group, which was involved in general project finance and the on-lending of official development funds to key accounts. Prior to joining the Bank, he was Project Officer for the Private Development Corporation of the Philippines. He is a graduate of the University of the Philippines with a Bachelor’s degree in Business Management. Mary Joyce S. Gonzalez holds the position of Executive Vice President and Center Head of Retail Banking of UnionBank. She is also the Chairperson of First Union Insurance and Financial Agencies, Inc., at the same time she is Director of UBP Investments Corporation, First Union Direct Corporation and Progressive Rural Bank, Inc., all subsidiaries of the Bank. She started her career in Unionbank as Branch Manager of the Main Office Branch in 1994. After a few months, she was given an expanded role as Sales Director of the Makati 1 Region. Her stint as Sales Director over the years saw major growth in the deposit and fund generation business, and the development of a very capable sales management team. In recognition of her contribution to the business, Joyce was promoted to Senior Vice President and was given an additional task to develop and lead Customer Segment Management and bring greater customer centricity in UnionBank's pursuit in delighting its customers, given her seasoned abilities, and exposure in the business of Retail Banking. Angelo Dennis L. Matutina holds the position of Executive Vice President of UnionBank. He is presently seconded to City Savings Bank, Inc., a subsidiary of the Bank, as Chief Operations Officer. Prior to this, he was the Channel Management Head of the Bank, where he led several projects in six sigma and certification to the International Organization for Standards relating to quality management and is responsible to the operations of all business processes including branches, treasury & trust, loans & trade, cash management & card operations, call center, shared services and business process transformation. He was head of Branch Operations Management from 2011-2014, responsible for operations of all Unionbank branches; head of Business Network Management from 2002-2011, responsible for various head office operating units handling cash management, electronic banking, central processing services, admin & general services, accounting, reconcilement & financial services, among others. He was hired in Unionbank on March 2002 as First Vice President; previously he was Assistant Vice President in Citibank. Dennis D. Omila holds the position of Executive Vice President and Chief Information Officer of UnionBank. He is also a Director for UBX Philippines Corporation, a subsidiary of the Bank. He was the former Senior Vice President of the Infrastructure Engineering and Service Operations cluster of Globe Telecom, Inc., a publicly listed company, from 2014 to 2016. He was also the President and COO of NetX Technology Solutions, Inc. from 2002 to 2007. His certifications include Certified Information Systems Security Professionals (CISSP), Certified Check Point Security Instruction (CCSI), Certified Check Point Security


Engineer (CCSE), Certified Check Point Security Administrator (CCSA), Vulnerability Assessment Specialist, Threat Assessment Specialist, Certified Core and Edge ATM Network Specialist (Fore Systems), Certified Networks Administrator (Nortel Networks), Certified SINIX, IRIX, Solaris and BSD UNIX Administrator and Business Continuity Certified Planner (BCCP). Mr. Omila is a graduate of De La Salle University with a degree in Bachelor of Science major in Computer Science with specialization in Computer Technology (BSCS-CT). Michaela Sophia E. Rubio holds the position of Executive Vice President and Chief Human Resource Officer of UnionBank. She is also the Lead for CSR and Sustainability. She joined the Bank in 2004 as Vice President and handled the Human Resource Services, Training and Organization Development divisions. Subsequently, she became the Deputy HR Director. Prior to joining the Bank, she was the Vice President and Country Human Resource, Quality and Corporate Communications Head in the Philippines of the global electrical and power company, Asea Brown Boveri (ABB) from 1999 - 2001. She worked from 2001 - 2003 as a Senior Consultant in OTi Consulting Singapore working with government owned and private organizations on Singapore Quality Class/Award, People Developer, Industry Capability Upgrading (ICAP) and Work Life and Work Redesign of which she was certified by SPRING Singapore. Before a career in Human Resource, she worked for ten years in the semiconductor and electronics manufacturing industry handling engineering and managerial functions in Statistical Process Control and Quality. Manuel G. Santiago, Jr. holds the position of Executive Vice President and Chief Mass Market and Financial Inclusion Executive leading the banks efforts to serve the unbanked and underbanked markets. He currently serves as Director of PETNET, Inc. and Progressive Bank, Inc. He was also the former Chairman of First Union Direct Corporation, a subsidiary of the Bank. Prior to this he was the Senior Vice President and Head of the Consumer Finance Center managing the Home Loans, Auto Loans, Personal Loans and Credit Card businesses. He previously worked as Director of Operations in American Express Bank in Indonesia and as Director of Operations in American Express International, Manila. He also held various positions in Citibank N.A., Manila. Atty. Arlene Joan Roxas Tanjuaquio-Agustin holds the position of Senior Vice President and Head of Private Banking Group of UnionBank. She is a Chartered Wealth Advisor and a Chartered Trust and Estate Planner. Atty. Agustin brings with her more than two decades of experience and expertise in Treasury and Trust. She started her career in banking in 1990 as a Trader in Asiatrust Bank, then moved to China Banking Corp., a publicly listed company, as an Assistant Manager for Treasury. In 1997, she transferred to Jade Progressive Savings and Mortgage Bank where she became the Senior Assistant Vice President-Treasurer. After her two-year stint, she went to join Robinsons Bank and became its First Vice President, Head of Treasury and concurrent Head of Legal & Credit Administration. From 2007 to 2009, she worked for GE Money Bank where she was appointed as First Vice President and Treasurer. When GE Money Bank was acquired by BDO Unibank, Inc., a publicly listed company, she was appointed as the Customer Solutions Desk Head of the Treasury Capital Markets and Derivatives Division and at the same time served as the First Vice President and Treasurer of BDO Elite Savings Bank until 2011. In the same year, she joined Maybank Philippines, Inc. where she became the Senior Vice President, Treasurer and Head of Global Markets. Atty. Agustin completed her bachelor’s degree in Political Science and Economics from the University of the Philippines, Diliman. She earned her Juris Doctor Law degree at the Ateneo De Manila University and later took her Master’s degree in Business Administration at De La Salle University. She is a member of the Integrated Bar of the Philippines. Francis B. Albalate holds the position of Senior Vice President and Financial Controller of UnionBank. He is a Certified Public Accountant. Prior to joining the Bank, he was an Audit Partner at Punongbayan & Araullo from 2003 to 2011. He worked as Head of the Transaction Advisory Services from 2007 to 2009 and Audit Senior Manager from 1999 to 2003. He was a former Financial Services Industry Audit Leader at Deloitte Philippines from 2011 to 2016. He earned a Master’s degree in Business Management from the Asian Institute of Management.


He graduated with a degree in Bachelor of Science in Commerce, majoring in Accounting, from San Beda College. He attended the Pacific Rim Bankers Program at the University of Washington in 2006. Atty. Joselito V. Banaag holds the position of Senior Vice President, Corporate Secretary, and General Counsel of the Bank. He was the former Head of the Legal and Compliance Division and Corporate Governance of GT Capital Holdings, Inc., a publicly listed company, from 2012 to 2015. He also previously worked at the Philippine Stock Exchange (PSE), a publicly listed company, as the General Counsel and concurrently, as Chief Legal Counsel of the Securities Clearing Corporation of the Philippines (SCCP). He was also Officer-in-Charge of the Exchange’s Issuer Regulation Division. Prior to that, he held various positions in SGV & Co., Cayetano Sebastian Ata Dado & Cruz Law Offices, PNOC Exploration Corporation, and Padilla Jimenez Kintanar & Asuncion Law Offices. He earned his Bachelor of Arts in Political Science minoring in Japanese Studies from the Ateneo de Manila University and his Bachelor of Laws from the University of the Philippines. Antonio Sebastian T. Corro holds the position of Senior Vice President and Head of Consumer Finance Center of UnionBank. Prior to joining the Bank, he held various positions from 2001 to 2017 in MasterCard Asia/Pacific Pte. Limited such as Country Manager in Thailand & Myanmar, leading the execution of business development strategies to expand MasterCard products and services throughout Thailand and Myanmar; Country Manager and Chief Representative in Indochina Region, guiding the member banks across the Indochina region Vietnam, Cambodia, Laos and Myanmar, through the execution of franchise related activities, among others; and Vice President for Operations and Member Relations in the Philippines. He also held various positions in Standard Chartered Bank from 1999-2001. Mr. Corro earned his Admistracion de Recurcos Fisicos Y Financieros from Colegio Universitario Fermin Toro, Venezuela. Joebart T. Dator holds the position of Senior Vice President, Branch and Customer Engagement Channel Head of UnionBank. A graduate of Bachelor of Science in Business Administration Major in Accounting from Enverga University in Lucena City. He has been with the Bank for more than 20 years and has extensive experience in Branch Operations Management. He has obtained Six Sigma Black Belt Certification last 2015. He started handling Customer Engagement Group mid-quarter of 2019. He was also a former Sales Director under Retail Banking Group. Rose from the ranks, he started working with the Bank as a Branch Service Officer and eventually became a Branch Manager. In addition to this, he also worked with China Banking Corporation and Metropolitan Bank and Trust Corporation, both publicly listed companies, early in his career. Ramon Vicente D. De Vera II holds the position of Senior Vice President and Head of the Fintech Business Group of UnionBank. He is also a Director for UBX Philippines Corporation and PETNET, Inc., both of which are subsidiaries of the Bank. He joined UnionBank in 2010 as Business Development Director and was tasked to fan the innovation flames in the Bank. He also led Corporate Product Management which handles the bank’s core transaction banking services. He is a founding member and President of the Distributed Ledger Technology Association of the Philippines (DLTAP) whose primary purpose is to promote and increase the use of distributed ledger technology (DLT) or blockchain. He is also a co-founder and director of Tech-Up Pilipinas – a movement that seeks to help small and medium enterprises, individuals, and large corporates benefit from technological advancements in order to “tech-up” the Philippines and pave way for inclusive prosperity; and founding member and board director of the Fintech Philippines Association which is part of the ASEAN Fintech Association. He has an extensive 20-year work experience covering banking (Citibank), telecommunications (Globel/Singtel), and broadcast/digital media (TV5/ABC), with roles spanning product management, sales, finance, strategic planning, and business development. Montano M. Dimapilis holds the position of Senior Vice President and Head of Business Services Group of UnionBank. He joined the Bank as Vice President and Head of Facilities Management Group in November 2011 before his promotion as First Vice President, Head


of Facilities Management Group and Branch Network Management in July 2015. Prior to joining UnionBank, he was Resident Manager/ General Manager of Pacific Plaza Condominium Association under FPD Asia Property Management. Involved in various consultancy works related to property management and construction. He was Operations Manager of Phoenix Omega Development Corporation. He also worked as Project Manager and Project Site Engineer to companies in Saudi Arabia. Mr. Dimapilis is a licensed Civil Engineer and Real Estate Broker. He earned his Bachelor of Science in Civil Engineering degree from Adamson University and took his Master of Business Administration degree from Ateneo de Manila University. Ramon G. Duarte holds the position of Senior Vice President, Head of Transaction Banking Center and Platform Development Group of UnionBank. He was previously Chief Technology Officer of Dotenable, Inc. from 2000-2001; Head of Electronic Banking Transaction Services at ABN AMRO Philippines from 1999 to 2000; and Assistant Vice President of Product Management under Global Transaction Services at Citibank from 1996 to 1999. Concepcion Perla P. Lontoc holds the position of Senior Vice President and Sales Director of the Bank. She was First Vice President and Sales Director from July 2016 to June 2020. She started her career with the Bank as Assistant Manager/Sales Officer in May 1996. She graduated with a degree in BS Economics from the University of the Philippines Diliman in 1989. Raquel P. Palang holds the position of Senior Vice President of UnionBank. She is presently seconded to City Savings Bank, Inc. (CSB), a subsidiary of UnionBank, as Treasurer. Prior to being seconded to CSB, she was Deputy Treasurer with a rank of First Vice President. She has a total of 27 years of banking experience, having held various positions in Treasury including Head of Asset-Liability Management, Head of Foreign Currency-Denominated Bond Portfolio Management, and Head of Fixed Income & Derivatives Trading. She also served as lending officer at UnionBank’s Regional Business Center prior to moving to the Treasury Department. She started her banking career at Asian Banking Corporation as Account Assistant at the Correspondent Banking and Corporate Banking Groups. Ms. Palang graduated from the University of the Philippines, Diliman with a degree of BS Business Administration in 1991 and Master’s of Business Administration in 1998. She also holds a Certificate in Strategic Business Economics Program (SBEP) from the University of Asia and the Pacific. Ronaldo Francisco B. Peralta holds the position of Senior Vice President and Chief Risk Officer at Union Bank of the Philippines. He started his banking career with Citibank, N.A. (Manila, Philippines), holding various positions in Correspondent Banking, Operations, Financial Control, Credit Risk and Relationship Management, with his last role being the Chief of Staff of the Citi Country Head. He joined the Australia and New Zealand Banking Group Limited, taking on Wholesale Credit Risk roles, across Melbourne, Hong Kong and Manila. Prior to Union Bank, he was with the Corporate Banking Group of the Bank of the Philippine Islands. He graduated with a Bachelor of Science in Business Administration from the University of the Philippines, Diliman, Quezon City and obtained his MBA from the Wharton School, University of Pennsylvania, Philadelphia. Ronaldo Jose M. Puno currently holds the position of Senior Vice President and Solutions Delivery Head of UnionBank. where he is responsible for the bank's overall software development. He joined the Bank on June 4, 2018 as Head of Business Process Automation. Prior to the bank, Mr. Puno directed local privately-held holdings companies in applying new technologies for mass housing and transportation segments. Mr. Puno also served as the Global Business Process Lead in the U.S.A for one of the world's largest biotechnology companies, leading process improvement and automation COE activities for N. America, EMEA, Brazial, Latin America, and Asia. Mr. Puno also worked at the U.S.A's leading car rental company to automate and digitize its case management and fulfilment processes,


and implemented the OMS for the one of the world's largest telecommunications companies. Mr. Puno graduated with a degree in Commerce from the University of Virginia, U.S.A. Myrna E. Amahan holds the position of First Vice President and Chief Audit Executive of UnionBank. She is a Certified Public Accountant (CPA), Certified Internal Auditor (CIA), Certified Information Systems Auditor (CISA) and has the designation of Certification in the Governance of Enterprise Information Technology (CGEIT). On top of these certifications in the field of internal audit and information technology, Mrs. Amahan is a qualified internal audit external validator, having undertaken the necessary training as well as passing the required exams. As qualified external validator, Mrs. Amahan is certified to conduct quality assessment of internal audit units as required under the International Standards for the Professional Practice of Internal Auditing. She previously worked as supervising IS auditor at Equitable-PCI Bank from 1996 to 2000 and was Head of the System Consultancy Services of the Commission on Audit from 1993 to 1996. Also, while with the Commission on Audit, Mrs. Amahan was among the government auditors sent to various United Nations agencies to conduct information systems audit. Mrs. Amahan graduated Magna Cum laude with the degree of Bachelor of Science in Commerce Major in Accounting from the University of San Carlos. She obtained a Master’s Degree in Public Management from the Development Academy of the Philippines in 1994. Rear Admiral Rafael G. Mariano, AFP (Ret.) holds the position of First Vice President and Chief Security Officer of UnionBank. He was the former Vice Commander of the Philippine Navy and same time the Chief, PN Office of Ethical Standards and Public Accountability from July 31, 2016 to October 24, 2017. As second in-command, he supervised the battle staff during crisis situations and humanitarian assistance and disaster relief operations. He was responsible for ensuring compliance with security and safety policies and the readiness of emergency and disaster response units. He directed maritime security operations and special operations in support of the counter-insurgency campaign and border security, and reviewed and updated strategic plans and international military cooperation programs.

Other major positions he held are Commander, Naval Sea Systems Command; Commander, Naval Forces Eastern Mindanao; Assistant Deputy Chief of Staff for Plans, AFP; Commander, Naval Task Force 61; and Defense and Armed Forces Attache to Indonesia from 2009-2012. Rear Admiral Mariano is a Graduate Member of the Institute for Corporate Directors; Board Member, Bank Security Managers Association; Board of Trustee of the Philippine-Australian Alumni Association, Inc.; a Member of the Maritime League; and, the Past President of the PMA Class of 1984. He graduated Cum Laude at the Philippine Military Academy. He obtained his Master’s in Business Management from the University of the Philippines and master’s in management studies from the University of New South Wales-Canberra. He also attended the Asia-Pacific Programme for Senior Military Officers at the RSIS-Nanyang Technological University. Joselynn B. Torres holds the position of First Vice President and Chief Compliance and Corporate Governance Officer of UnionBank. With over thirty years of experience in the financial and compliance services industries, working in the areas of business development and mergers and acquisitions, audit, compliance and quality assurance, most of which were spent in the banking sector. She was the Business Development Head of City Savings Bank, Inc. (a UnionBank subsidiary), heading the product development function and assisted in the microfinance business acquisitions. As Senior Vice President, previously handled Business Development, in charge of mergers & acquisitions, for Philippine Bank of Communications (PBCOM), a publicly listed company; and Compliance and Audit responsibilities for Citibank N.A. Philippines, responsible for the promotion of control and compliance awareness among the employees of the organization. Alan Jay C. Avila holds the position of Vice President and Trust Officer of UnionBank. He was the Head of Business Development and Marketing of the Bank from March 7, 2018 to November 30, 2018. He was previously the Assistant Vice President and Front Office


Management Head of Global Markets, Maybank Philippines, Inc. and also served as its Trust Officer from September 2011 to March 2016. He started his career with Keppel IVI Investment, Inc. as Senior Associate from August 1995 to June 2001. He later joined GE Money Bank and held positions such as Senior Manager for Treasury Department and Acting Trust Officer from June 2001 to February 2010. He was also Business Development Officer (Corporate Group) of Banco De Oro Unibank, Inc., a publicly listed company, Trust Department from February 2010 to September 2011. Mr. Avila graduated from Ateneo De Manila University with a degree in A.B. Economics. Member: Trust Committee Maria Francesca R. Montes holds the position of Vice President, Head of Artificial Intelligence and Data Policy & Data Privacy Officer of UnionBank. She is a member of the Advisory Board of International Association of Privacy Professionals (IAPP) and also serves as Executive Council Officer of the National Privacy Commission, and the Convenor of the Association of Bank Privacy Professionals. She used to be Senior Consultant and DPO of Europe-based company, Indra. Prior to that, she pioneered the Data Privacy Office of Globe Telecom, Inc., a publicly listed company, and of Standards & Compliance Group of TV5 Network. She is one of the authors of the book, "Data Privacy and Cybercrime Prevention in the Philippine Digital Age" and recently awarded as Top 10 Women in Cybersecurity in the Philippines. She is a graduate of Bachelor of Arts Major in Philosophy in University of the Philippines - Diliman, and is a Juris Doctor candidate. She is a globally accredited by IAPP as Certified Information Privacy Manager (CIPM). Atty. Buenaventura S. Sanguyo, Jr. holds the position of Vice President, Deputy Head of the Legal Division and Assistant Corporate Secretary of the Bank. He is also the Corporate Secretary of various subsidiaries of the Bank. Prior to joining the Bank, he was the Assistant Vice President and General Counsel of The Philippine Stock Exchange, Inc., a publicly listed company, from 2012 to 2015. He was previously a Partner at Castro Sanguyo Margarejo and Rosas Law Office. He was also engaged as an Associate of Reyes Francisco & Associates Law Office and Senior Tax Consultant at Isla Lipana & Co./ Pricewaterhouse Coopers. He graduated Cum Laude from the University of Santo Tomas with a degree in Bachelor of Arts in Political Science and obtained his Law degree from the University of the Philippines. Significant Employee No person who is not an executive officer of the Bank is expected to make a significant contribution to UnionBank. Family Relationship among Directors Messrs. Erramon I. Aboitiz and Sabin M. Aboitiz are siblings and are related within the 4th degree of consanguinity. Other than the foregoing, there are no directors or officers related within the 4th degree either by consanguinity or affinity. Involvement in Certain Legal Proceedings

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

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


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

any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director, person nominated to become a director, executive officer, or control person of the Corporation in any type of business or banking activities.

The Bank is a defendant/respondent in various legal actions, most of which are claims for damages arising in the ordinary course of business. The results of these actions, however, will not have a material effect on the Bank’s financial position. Certain Relationship and Related Transactions Related party transactions are transfers of resources, services or obligation between the Group and its related parties. In the ordinary course of business, the Bank has loans, deposits and other transactions with its related parties and with certain DOSRI. Under the Bank’s existing policies, these transactions are made substantially on the same terms and conditions as transactions with other individuals and businesses of comparable risks. The amount of individual loans to DOSRI, of which 70% must be secured, should not exceed the amount of the deposit and book value of their investment in the Bank. Bank’s significant transactions with its related parties are disclosed in Note 32 on Related Party Transactions of the Audited Financial Statements, pages 145-149, as required by PAS 24, Related Party Disclosures and SEC FRB No. 013. Likewise, disclosure of transactions of the Parent Bank with its subsidiaries that have been eliminated at consolidated level are also disclosed on pages 145-146. As deemed necessary, enumerated below are the elements of the transactions that are necessary for an understanding of the transactions' business purpose and economic substance, their effect on the financial statements, and the special risks or contingencies arising from these transactions, with reference to the Notes to the financial statements and corresponding pages:

(a) the business purpose of the arrangement

The nature and business purpose are disclosed in columnar format in Note 32 on pages 145-146.

(b) identification of the related party transaction business with the registrant and nature of the relationship

As required by PAS 24, the related party transactions are categorized according to relationship (i.e., subsidiaries, stockholders, related parties under common ownership and key management personnel, directors, officers) as disclosed in Note 32, pages 145-146).

(c) how transaction prices were determined by parties;

Transactions with such parties are made in the ordinary course of business and on substantially same terms, including interest and collateral, as those prevailing at the time for comparable transactions with other parties. These transactions also did not involve more than the normal risk of collectibility and did not present other unfavorable conditions.

Discussion of transaction prices are further discussed in the narratives in Note 32, pages 146-148. The prices are assessed at arms-length by the RPT Management Review


Committee, a management committee, and by a Board RPT Committee, as discussed in Note 4, page 42.

(d) if disclosures represent that transactions have been evaluated for fairness, a description of how the evaluation was made; and

Discussion is covered in risk management policy disclosure in Note 4, i.e., Related Party Transaction Committee – page 42.

(e) any on-going contractual or other commitments as a result of the arrangement.

Any further commitments, if applicable are disclosed in narratives in Note 32, pages 146-148.

The disclosure shall also include information about parties that fall outside the definition "related parties" under SFAS/IAS No. 24, but with whom the registrants or its related parties have a relationship that enables the parties to negotiate terms of material transactions that may not be available from other, more clearly independent parties on an arm's length basis. For example, an entity may be established and operated by individuals that were former senior management of, or have some other current or former relationship with, a registrant. The purpose of the entity may be to own assets used by the registrant or provide financing or services to the registrant. Although former management or persons with other relationships may not meet the definition of a related party pursuant to SFAS/IAS 24, the former management positions may result in negotiation of terms that are more or less favorable than those available on an arm's-length basis from clearly independent third parties that are material to the registrant's financial position or financial performance. The foregoing required disclosure is not applicable to the Bank. In some cases, investors may be unable to understand the registrant's reported results of operations without clear explanation of these arrangements and relationships. Items of similar nature may be disclosed in aggregate except when separate disclosure is necessary for an understanding of the effect of related party transaction on the financial statements. Further details are discussed in narratives and disclosed also in Note 32, pages 146-148.

Item 6. Compensation of Directors and Executive Officers Information as to the aggregate compensation paid or accrued during the last two calendar years and to be paid in the ensuing calendar year to the Bank’s Chief Executive Officer and four other most highly compensated executive officers are as follows:

Name Principal Position Year Aggregate

Compensation (net of bonuses)

Bonuses

Edwin R. Bautista Henry Rhoel R. Aguda Jose Emmanuel U. Hilado Mary Joyce S. Gonzalez Michaela Sophia E. Rubio

President and Chief Executive Officer Senior Executive Vice President – Chief Technology & Operations Officer & Chief Transformation Officer Senior Executive Vice President – Chief Financial Officer and Treasurer Executive Vice President – Retail Banking Center Head Executive Vice President – Chief

2021 P161,281,632.06* P40,320,408.02*


Human Resource Officer

Edwin R. Bautista Henry Rhoel R. Aguda Jose Emmanuel U. Hilado Mary Joyce S. Gonzalez Michaela Sophia E. Rubio

President and Chief Executive Officer Senior Executive Vice President – Chief Technology & Operations Officer & Chief Transformation Officer Senior Executive Vice President – Chief Financial Officer and Treasurer Executive Vice President – Retail Banking Center Head Executive Vice President – Chief Human Resource Officer

2020 P152,152,483.08 P38,038,120.77

Edwin R. Bautista Henry Rhoel R. Aguda Jose Emmanuel U. Hilado Mary Joyce S. Gonzalez Ronaldo Francisco B. Peralta

President and Chief Executive Officer Senior Executive Vice President – Chief Technology & Operations Officer & Chief Transformation Officer Senior Executive Vice President – Chief Financial Officer and Treasurer Executive Vice President – Retail Banking Center Head Senior Vice President – Chief Risk Officer

2019 P140,077,401.96 P35,019,350.49

All other officers & directors as a group unnamed

2021 2020

2019

2,768,772,726.10* 2,612,049,741.60 2,445,939,412.90

692,193,181.52* 653,012,435.40 611,484,853.20

*estimated amount The non-executive directors each receive a per diem of P160,000.00 for attendance in meetings of the Board, except for the Chairman of the Board who receives P240,000.00. The executive director, who is the President and Chief Executive Officer, receives a per diem of P1,500.00 for attendance in Board meetings and P3,000.00 for each committee meeting. The Chairman of each committee receives a per diem of P120,000.00 per meeting attended and a committee member receives a per diem of P80,000.00. Per diems and bonuses of some directors who represent institutional shareholders are received by said directors for and on behalf of their respective institutions. For 2020, the total annual compensation paid to the directors amounted to P545,375,162.88.


The executive officers receive salaries and bonuses which are covered by the Bank's standard employment contract. UnionBank Employee Stock Plan On March 10, 2016 and May 27, 2016, the Board of Directors and stockholders of the Bank, respectively, approved the UnionBank Employee Stock Plan (“ESP”). The ESP allows selected employees of the Bank stock ownership of shares to align the interest of management and shareholders for the long-term success of the Bank. A total of five million (5,000,000) common shares (“ESP Shares”) of the Bank shall be granted once per annum, over a 5-year period, to eligible employees of the Bank with the rank of First Vice President and Up. The ESP shall also be issued in the form of stock certificates and shall be kept under the Bank’s custody for a period of 3 years. The issue price of the grant shall be equivalent to the closing price of common shares of the Bank’s stock on the day the Board of Directors approves the Profit Sharing/ Performance Bonus allocation for the Bank for the year.

Name Number of ESP Shares

Granted

Date of Grant Issue Price

Market Price on

the Date of Grant

Chief Executive Officer, Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents and First Vice Presidents

891,351 (3rd Tranche)

January 29, 2021 Php71.35 Php71.35

861,906 (2nd Tranche)

January 24, 2020

Php59.80 Php59.80

460,049 (1st Tranche)

January 30, 2019 February 1, 2019

February 18, 2019 February 22, 2019

Php64.50

Php64.55 Php65.00 Php62.00 Php62.00

Item 7. Independent Public Accountants The current external auditor of UnionBank is the accounting firm of Sycip Gorres Velayo & Co. (SGV) for the fiscal year 2020. SGV has been engaged as the external auditor of the Bank with Ms. Irene Janet Alvarado-Paraiso, Assurance Partner, as the Engagement Partner for the audited financial statements for the year ended December 31, 2020. The said accounting firm was endorsed for approval of the stockholders at the forthcoming Annual Stockholders’ Meeting on April 23, 2021. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There are neither changes in, nor disagreements with, the external auditors on any of the accounting or financial disclosures. Availability of Accountants Representatives of SGV are expected to be present at the forthcoming Annual Stockholders’ Meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. The stockholders, pursuant to their authority to appoint UnionBank’s Independent Public Accountant have delegated the selection or appointment of Independent Public Accountants to the Board of Directors. The Bank complies with SRC Rule 68 (3)(b)(ix) which prescribes the period for the assignment of the Engagement Partner of the external auditors. Should the 5-year limitation of such assigned partner be attained, the Bank will require the rotation of such engagement partner pursuant to said SRC Rule. MEMBERS OF THE AUDIT COMMITTEE: The following are the members of the Audit Committee of the Bank:


1. Roberto G. Manabat, Chairman/Independent Director 2. Luis Miguel O. Aboitiz 3. Nina D. Aguas 4. Michael G. Regino 5. Carlos B. Raymond, Jr., Independent Director 6. Chief Justice Reynato S. Puno (ret.), Independent Director 7. Francisco S.A. Sandejas, Independent Director

Item 8. Compensation Plans No action is to be taken with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.

C. ISSUANCE AND EXCHANGE SECURITIES Item 9. Authorization or Issuance of Securities Other than for Exchange No action is to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the Bank.

Item 10. Modification or Exchange of Securities No action is to be taken with respect to the modification of any class of securities of the Bank, or the issuance or authorization for issuance of one class of securities of the Bank in exchange for outstanding securities of another class.

Item 11. Financial and Other Information Attached herewith is the copy of the Bank’s Audited Financial Statements for the fiscal year-end December 31, 2020.

Item 12. Mergers, Consolidations, Acquisitions and Similar Matters No action is to be taken with respect to any transaction involving (i) the merger or consolidation of the Bank into or with any other person or of any other person into or with the Bank; (ii) the acquisition by the Bank or any of its security holders of securities of another person; (iii) the acquisition by the Bank of any other going business or of the assets thereof; (iv) the sale or other transfer of all or any substantial part of the assets of the Bank; and (v) the liquidation or dissolution of the Bank.

Item 13. Acquisition or Disposition of Property No action is to be taken with respect to the acquisition or disposition of any property of the Bank.

Item 14. Restatement of Accounts No action is to be taken with respect to the restatement of any asset, capital, or surplus account of the Bank.

D. OTHER MATTERS Item 15. Action with Respect to Reports The following matters will be submitted for approval of the stockholders at the Annual Stockholders’ Meeting on April 23, 2021:

1. Approval of the minutes of the Annual Meeting of stockholders held on May 22,

2020, brief summary is as follows:


a. The minutes of the Annual Meeting of the stockholders held on May 24, 2019 was approved.

b. The Chairman, Dr. Justo A. Ortiz, reported the Bank’s visions and accomplishments for the year 2019 with the theme – To Dare Greatly.

c. The President and CEO, Mr. Edwin R. Bautista, reported the Bank’s financial and operating results for the year 2019. Upon motion duly made, the stockholders approved the 2019 Annual Report and Audited Financial Statements as of December 31, 2019.

d. The stockholders approved and confirmed all the Acts, Resolutions, and Proceedings of the Board of Directors, Corporate Officers and Management in 2019 including all related party transactions disclosed in the Notes to Financial Statements, Note 32, pages 137-142.

e. The stockholders also confirmed the Board’s appointment of accounting firm of Sycip Gorres Velayo & Co. as the Bank’s external auditor for fiscal year 2020.

f. The stockholders approved the amendments to sections of Articles II, IV and V of the By-Laws.

g. The election of the 15 members of the Board of Directors were duly made and seconded by the stockholders to serve for the year 2020-2021.

A copy of the Minutes of the Annual Meeting of the stockholders held on May 22, 2020 was uploaded in the Bank’s website at www.unionbankph.com.

2. Chairman’s report to stockholders 3. President and CEO’s Annual Report on Management Operations for 2020 and

Approval of Audited Financial Statements as of December 31, 2020 4. Ratification of Past Actions of the Board, of Management and all related party

transactions for 2020. During the stockholders’ meeting, the acts of the Board and the Management of the Bank for the year ended as well as those prior to the date of annual meeting will be presented for approval and ratification. These pertain to acts which are made in the ordinary course of business and have been subject of disclosures to the Securities and Exchange Commission (“SEC”), the Philippine Stock Exchange (“PSE”), the Philippine Dealing and Exchange Corporation (“PDEx”) and to some extent to the Bangko Sentral ng Pilipinas, when applicable. Provided below is a summary of reports on SEC Form 17-C (Current Report) disclosed to PSE and PDEx, and filed with the SEC for the period April 2020 to February 28, 2021:

Date of Report Event Reported

April 1, 2020 Hiring of Mr. Edgar Allan G. Oblena as Head of the Corporate Accounting Department and First Vice President, effective April 1, 2020

April 3, 2020 Hiring of Norman C. Gabriel as Deputy Head of Internal Audit and First Vice President, effective April 3, 2020

April 6, 2020 Resignation of Ms. Grace M. Yu, Retail Sales Head and Vice President, effective April 6, 2020

April 7, 2020 Amended Notice of Annual Stockholders’ Meeting on May 22, 2020

April 8, 2020 Hiring of Ms. Jennifer Y. Lopez as Head of Customer Engagement Group and Vice President, effective April 8, 2020

April 17, 2020 Hiring of Mr. Darwin G. Chiong as Head of Digital Engagement Team and Assistant Vice President, effective April 17, 2020

April 24, 2020 Press Release re: UnionBank 1Q2020 Net Income at P2.6 Bn; Higher provisions booked in anticipation of COVID-19 Impact

April 24, 2020 Results of Board Meeting held April 24, 2020: 1. Hiring of Mr. Marwell D. Dalangin as Data Solutions Partner II

and Head of AI Innovation Lab and Vice President, effective April 27, 2020

2. Promotion of Executive Officers effective on May 1, 2020

April 24, 2020 Consolidated Key Financial Information as of March 31, 2020 April 29, 2020 Amendment re: Results of Board of Directors' Meeting held on

April 24, 2020 - Hiring of Senior Officer and Executive


Promotions April 29, 2020 Resignation of Mr. John Cary L. Ong, Transaction Banking

Center Head and Executive Vice President, effective May 25, 2020

May 4, 2020 Amendment re: Results of Board of Directors' Meeting held on April 24, 2020 - Hiring of Senior Officer and Executive Promotions

May 22, 2020 Results of Board Meeting held on May 22, 2020: 1. Appointment of Mr. Ramon G. Duarte, Senior Vice President,

as Transaction Banking Center Head, effective May 22, 2020 2. Promotion of Ms. Ana Maria A. Delgado, Consumer Finance

Center Head and Chief Customer Experience Officer, from the rank of Senior Vice President to Executive Vice President, effective June 1, 2020

May 22, 2020 BSP Form 2B re: Published Balance Sheet (Parent and Consolidated) as of March 31, 2020

May 22, 2020 Results of Annual Stockholders’ meeting held on May 22, 2020 May 22, 2020 Results of Organizational Meeting of the Board of Directors held

on May 22, 2020 May 22, 2020 Approval by the stockholders of the Amendments to Articles II,

IV and V of UnionBank’s By-Laws at the Annual Stockholders’ meeting held on May 22, 2020

May 26, 2020 Amendment re: Results of Organizational Meeting of the Board of Directors held on May 22, 2020

June 1, 2020 Hiring of the senior officers effective June 1, 2020: 1. Ms. Marisse R. Bernal-Co as Relationship Manager and

Assistant Vice President 2. Mr. Marlon Roy S. Pelayo as Head of Data Operations and

Assistant Vice President June 4, 2020 Resignation of Mr. Ronan K. De Guzman, Asset Recovery Head

and Vice President, effective June 15, 2020 June 19, 2020 Demise of Independent Director Erwin M. Elechicon on June 19,

2020 June 22, 2020 Hiring of Mr. Mark Kenny S. Macrohon as Account Officer and

Assistant Vice President, effective June 22, 2020 June 26, 2020 Results of Board meeting held on June 26, 2020 re: Promotion

of the following Executive Officers effective June 26, 2020: 1. Ms. Raquel P. Palang from the rank of First Vice President to

Senior Vice President 2. Ms. Paula Katerina S. Joso from the rank of Vice President to

First Vice President June 30, 2020 Retirement of Ms. Dollie B. Buenconsejo, Sales Director –

Visayas Region and Vice President, effective July 1, 2020 July 24, 2020 Consolidated Key Financial Information as of June 30, 2020 July 24, 2020 Press Release re: UnionBank Net Income Drops 6% versus Last

Year July 29, 2020 Retirement of Ms. Alice R. Gutierrez, Commercial/ SME Credit

Risk Head and Assistant Vice President, effective August 1, 2020

August 18, 2020 Resignation of Ms. Maria Cecilia P. Heredia, Sales Director and Assistant Vice President, effective August 18, 2020

August 28, 2020 Results of Board Meeting held on August 28, 2020 re: Appointments of the following Executive Officers, effective August 28, 2020: 1. Ms. Ana Maria A. Delgado, Executive Vice President, as Chief

Digital Channel Officer, concurrent to her role as Chief Customer Experience Officer


2. Mr. Antonio Sebastian T. Corro, Senior Vice President, as Center Head of Consumer Finance vice Ms. Ana Maria A. Delgado

September 4, 2020 BSP Form 2B re: Published Balance Sheet (Parent and Consolidated) as of June 30, 2020

September 9, 2020 Resignation of Mr. Amancio G. Abner, Jr., Information Asset Management Head and Assistant Vice President, effective September 12, 2020

September 25, 2020 Results of Board Meeting held on September 25, 2020 re: Election of Independent Director, Mr. Ron Hose, and appointment of Mr. Hose to various Board Committees

September 28, 2020 Amendment re: Results of Board Meeting held on September 25, 2020 re: Election of Independent Director, Mr. Ron Hose, and appointment of Mr. Hose to various Board Committees

September 28, 2020 Retirement of Senior Officers effective October 1, 2020: 1. Ms. Leticia A. Moreno, Corporate Banking 4 Group Head and

First Vice President 2. Ms. Stella Marie L. Layug, Consumer Affairs Head and Vice

President October 2, 2020 Amendment to SEC Form 17-Q Report for the period ended

June 30, 2020 October 5, 2020 UnionBank Medium Term Note Programme Update increasing

the Programme size to Two Billion US Dollars October 9, 2020 Resignation of Mr. Paolo Eugenio J. Baltao, EON Banking Head

and Senior Vice President, effective October 15, 2020 October 14, 2020 UnionBank’s mandate for its Medium Term Notes Programme October 15 2020 Press Release re: UnionBank successfully prices USD300MM

2.125% 5-year Senior Unsecured Fixed Rate Notes October 23, 2020 Results of Board Meeting held on October 23, 2020 re:

Appointment of Mr. Ramon Vicente V. De Vera II, Senior Vice President, as EON Banking Business Head concurrent with his role as Fintech Business Group Head, effective October 23, 2020

October 23, 2020 Consolidated Key Financial Information as of September 30, 2020

October 23, 2020 Press Release re: UnionBank 9M2020 Net Income at P8.5 Bn, 0.9% lower YoY

October 27, 2020 Resignation of Mr. Arnel G. De Guzman, Data Science Insights Head and Assistant Vice President, effective October 31, 2020

October 30, 2020 Retirement of Ms. Julie C. Go, Corporate Banking 1 Group Head and First Vice President, effective November 1, 2020

November 9, 2020 Resignation of Ms. Joan Mary P. Suarez, Credit Policy and Scoring Head and Vice President, effective November 13, 2020

November 12, 2020 Hiring of Ms. Adrienne G. Heinrich as Head of AI Center of Excellence and Vice President, effective November 12, 2020

November 16, 2020 BSP Form 2B re: Published Balance Sheet (Parent and Consolidated) as of September 30, 2020

November 17, 2020 Notice of Loss Stock Certificate November 23, 2020 Press Release re: UnionBank announces dual-tranche 3Y and

5.25Y Bond Offering with a minimum issue size of PHP3 billion November 25, 2020 Resignation of Ms. Mary Grace P.A. Nabua, Compliance Officer

and Assistant Vice President, effective November 30, 2020 December 3, 2020 Press Release re: UnionBank Raises ₱9 Billion Dual-Tranche

Fixed Rate Bonds December 4, 2020 Resignation of Mr. Bernard C. Deveza, Senior Corporate

Solutions Manager and Assistant Vice President, effective December 5, 2020

December 10, 2020 Approval by the Bangko Sentral ng Pilipinas of the Amendments to By-Laws approved by the stockholders at the Annual Stockholders’ meeting held on May 22, 2020


December 10, 2020 Approval by the Bangko Sentral ng Pilipinas of the Amendment of By-Laws approved by the stockholders at the Annual Stockholders’ meeting held on May 24, 2019

December 21, 2020 Press Release re: CitySavings Gears up for Asset Expansion December 23, 2020 Changes in Officers:

1. Retirement of Mr. Mario Fritz B. Palileo, Sales Director and

Assistant Vice President, effective January 1, 2021 2. Resignation of Ms. Ana Isabel P. Payot, Region Service

Operations Officer and Assistant Vice President, effective January 1, 2021

January 4, 2021 Hiring of Mr. Don Jerico B. Matriano as MIS Head and First Vice President, effective January 4, 2021

January 13, 2021 Changes in Officers: 1. Resignation of Ms. Jennifer Y. Lopez, Customer Engagement

Group Head and Vice President, effective January 15, 2021 2. Resignation of Ms. Nicole Ranna H. Feliciano, Senior Product

Manager – Corporate Product Management and Vice President, effective January 16, 2021

3. Resignation of Atty. Mary Joyce M. Sasan, Vice President,

effective January 20, 2021 January 27, 2021 Retirement of Senior Officers, effective February 1, 2021:

1. Ms. Myrna E. Amahan, Internal Audit Division Head and First

Vice President 2. Ms. Arceli D. Soliman, Regulatory Alerts Head and Assistant

Vice President January 28, 2021 Hiring of Mr. Joselito G. Ong as AML Operations Head and

Assistant Vice President, effective January 28, 2021 January 29, 2021 Declaration of Cash Dividend at P3.50 per share and the Record

and Payment Dates January 29, 2021 Appointment of Mr. Norman C. Gabriel, First Vice President, as

Chief Audit Executive effective February 1, 2021 January 29, 2021 Establishment of Sustainable Finance Framework January 29, 2021 Consolidated Key Financial Information as of December 31,

2020 January 29, 2021 Press Release re: UnionBank FY2020 Net Income at P11.6 Bn February 2, 2021 Amendment re: Establishment of Sustainable Finance

Framework February 2, 2021 Change in Number of Issued and Outstanding Shares February 3, 2021 BSP Form 2B re: Published Balance Sheet (Parent and

Consolidated) as of December 31, 2020 February 8, 2021 Hiring of Ms. Cecille P. Sta. Teresa as Customer Engagement

Group Head and Vice President, effective February 8, 2021 February 10, 2021 Approval by the Securities and Exchange Commission of the

Amended By-Laws of UnionBank February 11, 2021 Clarification to News Articles posted in BusinessMirror (Online

Edition) on February 11, 2021 February 16, 2021 Hiring of the senior officers, effective February 16, 2021:

1. Mr. Jad Timothy P. Diosana as Head of EON Product

Management for LGU and Assistant Vice President 2. Ms. Corito Maria D. Isberto as Cards Marketing and Portfolio

Optimization and Assistant Vice President February 18, 2021 Amendment re: Revised Certificate of Filing of Amend By-Laws

dated February 16, 2021 reflecting the date of approval by the Board of Directors and stockholders of UnionBank on March 29, 2019 and May 24, 2019, respectively


February 18, 2021 Approval by the Securities and Exchange Commission of the By-Laws of UnionBank on February 16, 2021, amending Article V thereof, approved by the stockholders of UnionBank on May 24, 2019

February 23, 2021 Approval by the Board of Directors of UnionBank of the following matters: 1. Re-hiring and appointment of Ms. Myrna E. Amahan as Chief

Audit Executive and First Vice President, effective February 23, 2021

2. Appointment of Mr. Norman C. Gabriel, First Vice President,

as Deputy Chief Audit Executive, effective February 23, 2021 February 24, 2021 Changes in Officers:

1. Retirement of Mr. Roman C. Reyes III, Vice President, effective

March 1, 2021 2. Resignation of Mr. Bryan S. Makasiar, Strategy and Special

Projects Head and Assistant Vice President, effective February 28, 2021

February 26, 2021 Fixing of Record Date for stockholders entitled to notice of and to vote at the Annual Stockholders’ Meeting (“ASM”) on April 23, 2021; Notice and agenda for the ASM

February 26, 2021 Approval by the Board of Directors of UnionBank the Audited Financial Statements and the corresponding Notes to Financial Statements as of and for the year ended December 31, 2020

5. Appointment of External Auditor for the year 2021 6. Election of Directors for 2021-2022 Term

Item 16. Matters Not Required to be Submitted No action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders.

Item 17. Amendment of Charter, By-Laws or Other Documents No action is to be taken with respect to amendments of the Bank’s charter, by-laws or other documents.

Item 18. Other Proposed Action No action is to be taken with respect to any matter not specifically referred above.

Item 19. Voting Procedures A. Vote Requirement

1. For election of Directors, in accordance with Section 23 of the Revised Corporation

Code, the fifteen (15) nominees receiving the highest number of votes shall be declared elected.

2. For other matters submitted to a vote, a majority vote of the stockholders present

either in person, through remote communication or in absentia, or by proxy is necessary for the approval of such matter.

B. Methods by which Votes will be Counted

Shareholders who are unable to attend the meeting may choose to execute a proxy form or vote electronically in absentia using UnionBank’s secure Annual Stockholders’ Meeting Portal (“ASM Portal”) at https://asm.unionbankph.com. A stockholder who votes in absentia shall be deemed present for purposes of quorum. The requirements


MANAGEMENT REPORT

Item 1. Business A. Description of business Union Bank of the Philippines (the Bank) is a publicly-listed universal bank whose principal shareholders are Aboitiz Equity Ventures, Inc. (AEV), Social Security System (SSS) and The Insular Life Assurance Company, Ltd. (Insular Life). It distinguishes itself through technology and innovation, unique branch sales and service culture, and centralised backroom operations. The Bank leverages on technology and its agile culture to meet the customers’ changing and diverse needs and continuously enhance customer experience. Its unique branch sales and service culture ensures efficient and quality service as well as mitigates operational risk. The Bank’s distinct centralised backroom operations enable it to provide responsive, scalable, and secure transaction processing. UnionBank’s clientele encompasses retail, middle-market, and corporate customers, as well as major government institutions. UnionBank believes that its use of technology, marketing strategies, and operational structure have enabled it to capture and secure a loyal customer base and achieve high levels of efficiency and productivity. Historical Background The Bank, originally known as “Union Savings and Mortgage Bank”, was incorporated in the Philippines on August 16, 1968. On January 12, 1982, it was given the license to operate as a commercial bank. The Bank’s common shares were listed in the PSE on June 29, 1992 and shortly after, it was granted the license to operate as a universal bank on July 15, 1992. The Bank became the 13th and youngest universal bank in the country in only its tenth year of operation as a commercial bank. The Bank has undertaken two mergers, with the International Corporate Bank (Interbank) in 1994 and the International Exchange Bank (iBank) in 2006. As of 31 December 2019, UnionBank’s key subsidiaries and affiliates include: City Savings Bank, Inc., (merged with PR Savings Bank), Petnet, Inc., First Agro Industrial Rural (FAIR) Bank, UBP Investments Corporation (UIC) (formerly Union Properties, Inc.), First Union Plans, Inc. (FUPI), First Union Direct Corporation (FUDC), First Union Insurance and Financial Agencies, Inc. (FUIFAI), UBX Philippines (UBX PH), and UBX SG (see Subsidiaries and Affiliates portion for more information). Over the years, UnionBank has garnered a record-breaking number of awards and recognition including “Asia’s Best Bank Transformation” from Euromoney; "Asia-Pacific Retail Bank of the Year" from Retail Banker International; "Top 2 Most Helpful Banks in Asia Pacific during COVID-19" from BankQuality Customer Survey and Ranking (BankQuality.com); "Asia Pacific Digital Trailblazer" for UnionBank and "DX CEO Asia Pacific" for President and CEO Edwin R. Bautista from IDC Asia Pacific DX Awards; "Best Digital Community Impact Initiative, South East Asia 2020" for UBX from CFI.co; "Fastest Growing Fintech Company, South East Asia 2020" for UBX from Global Brands Magazine; "2020 Digital Banker of the Year in Asia-Pacific" for President and CEO from The Asset; three-time "Best Digital Bank Philippines" from Asiamoney and International Finance Magazine; , three-time "Digital Bank of the Year Philippines" from The Asset Triple A Awards; back-to-back Digital Transformer of the Year Philippines" from IDC DX Awards Philippines; "Best Retail Bank Philippines 2020" from Global Banking and Finance, The Asian Banker and The Digital Banker; "Best in Asia Pacific Social, Sustainable & Responsible Banking" from Efma; "Domestic Retail Bank of the Year Philippines" from Asian Banking & Finance; back-to-back "Best Digital Bank Philippines" & "Most Innovative Cash Management Services Bank Philippines" from Global Banking and Finance; "#1 Best Service Domestic Bank in the Philippines" at the 2020 Asiamoney Cash Management Survey; "Best Bank for SMEs" from Asiamoney; "SME Bank of the Year - Philippines" from Asian Banking and Finance; "Model Bank Award for Financial Inclusion 2020" from Celent Model Bank Awards; Top PESONet Volume Contributor" at the BSP Stakeholders Awards Ceremony 2019; "Employer of the Year" awards from Stevie Awards for Great Employers,


Asian Banking and Finance, and HR Asia; and "Top Employer Brand of the Year" from Influential Brands' 2019 Asia CEO Summit. Acquisitions / Company Creation On January 8, 2013, UnionBank’s Board of Directors approved the purchase of City Savings Bank, Inc. (CitySavings), a premier thrift bank specializing in granting teacher’s loans under the Department of Education’s (DepEd) Automatic Payroll Deduction System (APDS). The transaction was approved by the Monetary Board of the BSP on March 21, 2013. The acquisition of CitySavings is aligned with UnionBank’s business plans and long-term strategy of building businesses based on consumers. In May 2013, UnionBank’s subsidiary, UIC1, completed the acquisition of FUIFAI, a company organized to primarily engage in the business of a general agent for life and non-life insurance, and other allied financial services. On December 15, 2016, CitySavings and UIC received Monetary Board approval to finalize its joint-acquisition of a majority stake in First-Agro Industrial Rural Bank (FAIRBank), a rural bank that provides banking and microfinance services and loan products to micro, small, and medium enterprises, and micro housing institutions. In December 2017, CitySavings signed a Share Purchase Agreement with the ROPALI Group to acquire 100% of the common shares and with International Finance Corp. (IFC) on February 2018 to acquire 100% of the preferred shares of Philippine Resources Savings Bank Corporation (PR Savings Bank). PR Savings Bank is a thrift bank engaged in providing motorcycle, agri-machinery, and teachers’ salary loans. The acquisition of shares in PR Savings was approved by the Philippine Competition Commission on April 5, 2018. The BSP has issued its approval-in-principle of the acquisition on June 14, 2018. The merger of PR Savings Bank with City Savings was approved by the BSP on December 27, 2018 while the SEC approved the same on February 28, 2019. In January 2018, CitySavings and UIC executed a Share Purchase Agreement (SPA) with the majority shareholders of Progressive Bank, Inc. (PBI) for the acquisition of a 75% equity interest in PBI through a combination of subscription and purchase of common shares. PBI is a rural bank based in Iloilo engaged in the business of extending credit to farmers, tenants, and rural industries of enterprises. The BSP has yet to issue its approval. In February 2018, CitySavings and UIC signed an SPA with Aboitiz Equity Ventures (AEV) to purchase 51% of the common shares of PETNET, Inc. The transaction was approved by the Philippine Competition Commission on May 8, 2018 and by the BSP on December 11, 2018. PETNET, more widely known by its retail brand name PeraHub, has over 3,000 outlets nationwide which offers a variety of cash-based services including remittance, currency exchange, and bills payment. In February 2019, City Savings and UIC executed a Share Purchase Agreement with the majority shareholders of Batangas-based Bangko Kabayan Private Development Bank (Bangko Kabayan) to acquire 70% ownership in the MSME-oriented rural bank. The transaction was approved by the BSP and PCC on September 19, 2019 and January 9, 2020, respectively. On December 19, 2018, UBX Philippines (UBX PH) was incorporated with the SEC. On February 11, 2019, the Monetary Board approved UBX PH’s start of commercial operations. UBX PH serves as UnionBank’s investment house to hold, purchase, and acquire businesses engaged in financial and information technology services. UBX PH also owns 30% of Shiptek Solutions Corporation and 35% CC Mobile Financial Services Philippines, Inc. A wholly-owned subsidiary of UBX PH, UBX Pte. Ltd. (SG) was incorporated and registered with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore in 2018. It is a holding company that is principally engaged in acquiring various fintech start-ups. UBX SG owns 100% of UBX Remit Pte. Ltd. (SG) and 1.96% of NYK Ventures Pte. Ltd. (SG).

1 On July 22, 2019, the Securities and Exchange Commission (SEC) approved the change in the name of Union Properties, Inc. to UBP Investments Corporation (UIC) and change in primary purpose to that of a holding company and its secondary purpose was amended to act as a property administrator.


Partnerships In August 2016, the Bank entered into a cooperation agreement with Lombard Odier, a Swiss global wealth and asset manager, to expand its wealth and asset management businesses. The Bank and Lombard Odier plan to offer estate planning solutions and launch a global and diversified multi-asset fund customized for the Bank’s high-net-worth and ultra-high-net-worth clients’ requirements. In July 2017, the Capital Accumulation Global Fund of Funds, a U.S. dollar-denominated fund of funds that is invested in various mutual funds and exchange traded funds in the global markets, was launched. On January 27, 2017, UnionBank and CitySavings entered into a bancassurance partnership with Insular Life Assurance Company, Ltd. (Insular Life) for the sale and distribution of Insular Life insurance products across the Bank’s and City Savings’ respective networks. In May 2018, the Bank entered into a partnership with ConsenSys, a New York-based blockchain startup, to utilise Kaleido, an enterprise blockchain solution launched on top of the Ethereum blockchain protocol that is used to process information and transactions more securely and transparently. In connection with this partnership, the Bank launched a pilot programme named “Project i2i” with the aim of connecting rural banks to the country’s main financial network and help bring unbanked Filipinos under the mainstream financial system. Capital Markets Transactions On April 26, 2007, UnionBank embarked on a primary offering of 90 million new common shares in order to strengthen its capital adequacy ratio in anticipation of Basel II requirements, thereby enhancing its financial flexibility. The new shares were listed in the PSE on May 10, 2007. On October 14, 2009, UnionBank issued P3.75 billion worth of unsecured subordinated debt, eligible as Lower Tier 2 capital, with an interest rate of 7.375% per annum. It exercised the call option feature of the debt instrument on January 14, 2014. On October 18, 2013, UnionBank raised a total of P3.0 billion from its initial offering of Long-Term Negotiable Certificates of Deposits (LTNCDs). The LTNCDs carry a coupon rate of 3.50% per annum, which is payable quarterly beginning January 18, 2014 maturing on April 17, 2019. On October 16, 2014, an amendment to UnionBank’s Articles of Incorporation was approved by the BSP, whereby the authorized capital stock increased from P6.7 billion to P23.1 billion, divided into approximately 1.3 billion common shares at par value of ₱10.00 and 100 million preferred shares at par value of ₱100.00. UnionBank, likewise, obtained BSP approval for the payment of 65% stock dividends, which was used to fund the 25% subscription relating to the increase in capital stock. On November 20, 2014, UnionBank issued P7.2 billion of Basel III-compliant Tier 2 Unsecured Subordinated Notes with a coupon rate of 5.375% per annum due February 20, 2025, callable on February 20, 2020. It exercised the call option feature of the note after obtaining approval from the BSP on December 19, 2019. On November 29, 2017, UnionBank raised US$500 million in Fixed Rate Senior Notes under its USD1.0 billion Medium Term Note Programme. The Notes were issued at par with a yield of 3.369% per annum, maturing November 29, 2022. On February 21, 2018, UnionBank issued P3.0 billion Long Term Negotiable Certificates of Time Deposit (LTNCD) due in August 2023 with a fixed rate of 4.375% per annum. This was the initial tranche under its P20.0 billion LTNCD program as approved by BSP on December 12, 2017. The LTNCDs were listed on the Philippine Dealing Exchange Corp. (PDEx).


On September 28, 2018, UnionBank issued and listed on The Philippine Stock Exchange, Inc. (PSE) a total of 158,805,583 common shares following the completion of its P10.0 billion stock rights offering. On December 7, 2018, UnionBank issued and listed on PDEx P11.0 billion Fixed Rate Bonds with a coupon rate of 7.061% per annum and matured on December 7, 2020. On June 3, 2019, UnionBank issued and listed on PDEx P5.8 billion Fixed Rate Bonds due 2022 under its P39.0 billion Bond Program. The 2019 Bonds carry a coupon rate of 6.000% per annum and will mature in June 2022. On February 24, 2020, UnionBank issued and listed on PDEx its P6.8 billion Unsecured Subordinated Notes Qualifying as Tier 2 Capital Due 2030 under its BSP-approved issuance of P20.0 billion Unsecured Subordinated Notes Qualifying as Tier 2 Capital. On October 2, 2020, UnionBank increased the size of its Medium Term Note Programme to USD2.0 billion from the original USD1.0 billion that was established in November 2017. On October 15, 2020, the Bank issued USD300 million of Senior Unsecured Fixed Rate Notes. Said notes carry a coupon rate of 2.125% per annum and will mature on October 22, 2025. On December 9, 2020, UnionBank successfully raised P9.0 billion of peso-denominated fixed rate bonds via a dual tranche offering under its P39.0 billion Bond Program. The 3-year tranche raised a total of P8.115 billion and carries an interest rate of 2.750%. The 5.25-year tranche raised a total of P885 million and carries an interest rate of 3.375%. The issuance marked the first dual-tranche offering issued under BSP Circular 1010 on bank-issued bonds. On December 22, 2020, UnionBank’s subsidiary, City Savings Bank, Inc. issued ₱5.0 billion of corporate notes, of which, P1.5 billion will mature in 3 years and P3.5 billion will mature in five years. In 2019 and 2020, UnionBank issued 460,049 and 861,906 common shares, respectively, to its eligible employees out of the 5,000,000 common shares pursuant to the Bank’s Employee Stock Plan. On January 29, 2021, the Bank issued 891,351 common shares to its eligible employees pursuant to the Bank’s Employee Stock Plan. These issuances were exempt from registration under Section 10.2 (Exempt Transactions) of the SRC.

B. Business of Issuer Principal products and services UnionBank offers a broad range of products and services, which include deposit and related services; corporate and middle market lending; consumer finance loans such as mortgage, auto, and salary loans, and credit card; investment, treasury and capital markets; trust and fund management; remittance, cash management, and mobile/electronic banking. In addition, the Bank offers estate planning solutions and a global and diversified multi-asset fund to its high-net-worth and ultra-high-net-worth clients through its partnership with Lombard Odier, and various life insurance products through its bancassurance partnership with Insular Life. These services are delivered through the Bank’s branches, relationship managers, and digital banking channels such as Unionbank Online and The Portal. The Bank continues to reinvent itself to offer financial services that address customers’ needs while leveraging on technology.

Deposits and Related Services Savings Accounts: Personal Savings Account ∙ US Dollar Savings Account ∙ Third Currency Accounts ∙ Dollar Access ∙ My First Savings ∙ Savings+ Checking Accounts: Regular Checking ∙ Power Checking ∙ Premium Deposit Investment Accounts: Time Deposit ∙ Peso Optimizer ∙ Hi-Five Corporate, Middle-Market, and Consumer Lending Corporate Banking Loans Commercial Banking Loans SME Banking Solutions: BusinessLine Classic ∙ MD Line ∙ Retail Supplier’s Financing ∙ Dealers Businessline ∙ Supplier Businessline ∙ EmployeeLine Loan Program


Consumer Lending: Auto Loans ∙ Mortgage ∙ Quick Loans Debit Cards Personal: Easy Access ∙ Business Class Platinum Visa Debit ∙ US Dollar Visa Debit ∙ GetGo Debit ∙ EON ∙ PlayEveryday ∙ Lazada Corporate: ePaycard ∙ e-Wallet Credit Cards Rewards Cards: Visa Classic ∙ Gold ∙ Platinum Cashback: Mastercard Gold ∙ Platinum Travel and Lifestyle: Miles+ Platinum ∙ Ceb GetGo Credit Card ∙ Ceb GetGo Platinum Credit Card ∙ PlayEveryday ∙ Lazada Credit Card Co-brand and Affinity Cards: in partnership with companies that are involved in retail business; home-building; hotels; medical, health and fitness; financial security; airlines; educational and service-oriented institutions; and non-profit organizations focusing on religious, humanitarian, cause-oriented activities, and promotion of professional organizations Corporate Card Program Prepaid Cards EON ∙ GetGo Peso+ Trust and Investment Products Short Term: Peso Short-Term Fixed Income Portfolio ∙ Dollar Short-Term Fixed Income Portfolio Intermediate Term: Intermediate-Term Fixed Income Portfolio ∙ Infinity Prime Portfolio ∙ High Net Worth Intermediate-Term Peso Fixed Income Portfolio Medium Term: Peso Fixed Income Portfolio ∙ Dollar Bond Portfolio ∙ High Net Worth Medium-Term Fixed Income Portfolio ∙ Tax-Exempt Portfolio Long Term: Long-Term Fixed Income Portfolio Equities: Large Capitalization Philippine Equity Portfolio ∙ Dividend Play Equity Portfolio ∙ Philippine Equity Index Tracker Portfolio Balanced: Peso Balanced Portfolio ∙ Capital Accumulation Global Fund of Funds Portfolio (USD-class & PHP-class) Managed Accounts (non-UITF): Investment Management Account (IMA) ∙ Personal Management Trust (PMT) Cash Management Services Corporate Disbursements: Electronic Fund Transfers (UnionBank Transfers, PESONet, InstaPay, PDDTS, SWIFT) ∙ eGobyerno (SSS, Philhealth, Pag-IBIG, BIR, BOC) ∙ Business Check ∙ Business Check Online ∙ Checkwriter ∙ Voucher Payout ∙ Sponsorship Arrangements Corporate Collections: Bills Payment ∙ Auto Debit Arrangement (ADA) ∙ Batch Bills Payment ∙ Partnerpay ∙ Checkhouse ∙ Expanded Check Collections ∙ Mobile Check Deposit ∙ Remote Check Deposit Cash ∙ Cash Mobilization ∙ Secure Pay ∙ Collections via Inward Remittances ∙ PSE Trade/Securities Clearing Corporation of the Philippines (SCCP) Payroll and Cards: Payroll Solutions (ePaycard, eCrediting/Fund Transfer, ePayroll) ∙ GSIS UMID/E-Card ∙ SSS UMID/Quickcard ∙ Pag-IBIG Loyalty Card Trade Services and Products Digital Channels Retail: UnionBank Online ∙ Bonds.PH SME: SME Business Banking App ∙ i2i platform ∙ BUX ∙ Sentro ∙ SeekCap Corporate: The Portal ∙ Financial Supply Chain (Dealer Financing, Supplier Financing, Payables Discounting, Electronic Invoice Presentment and Payment (EIPP)) Private Banking Access to Global Funds and Investment Strategies Government Securities, Corporate Bonds, Money Market Securities, UITFs Asset Swaps Family Services Financial Advisory Bancassurance Assurance ∙ Assurance Prime ∙ Security ∙ Prominence ∙ Dollar Prominence ∙ Sure Cover

Segment Information


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

a. Consumer Banking This segment principally handles individual customers’ deposits and provides

consumer type loans, such as automobiles and mortgage financing, credit card facilities and funds transfer facilities.

b. Corporate and Commercial Banking This segment principally handles loans and other credit facilities and deposit and

current accounts for corporate, institutional, small and medium enterprises, and middle market customers.

c. Treasury This segment is principally responsible for managing the Bank’s liquidity and

funding requirements, and handling transactions in the financial markets covering foreign exchange, fixed income trading and investments, and derivatives.

d. Headquarters This segment includes corporate management, support and administrative units

not specifically identified with Consumer Banking, Corporate and Commercial Banking or Treasury.

These segments are the basis on which the Group reports its primary segment information. Transactions between segments are conducted at estimated market rates on an arm’s length basis. Segment resources and liabilities comprise operating resources and liabilities including items such as taxation and borrowings. Revenues and expenses that are directly attributable to a particular business segment and the relevant portions of the Group’s revenues and expenses that can be allocated to that business segment are accordingly reflected as revenues and expenses of that business segment. Subsidiaries and Affiliates The Bank’s subsidiaries (all incorporated in the Philippines, except for UBX SG and UBX Remit), effective percentage of ownership and the nature of the subsidiaries’ businesses, as of December 31, 2020 and 2019, are as follows:

Percentage of ownership

Name of Subsidiary 2020 2019 Nature of Business City Savings Bank, Inc. (CSB) (a) 99.79% 99.79% Thrift bank PetNet, Inc. (PETNET) 51.00% 51.00% Remittances/ money

transfer First-Agro Industrial Rural Bank, Inc. (FAIR Bank)

93.33% 90.72% Rural bank

UBP Investments Corporation (UIC) 100.00% 100.00% Holding company First Union Plans, Inc. (FUPI) (b) 100.00% 100.00% Pre-need First Union Direct Corporation (FUDC) (b) 100.00% 100.00% Financial products

marketing First Union Insurance and Financial Agencies, Inc. (FUIFAI) (b)

100.00% 100.00% Agent for insuranceand financial products

UBP Securities, Inc. (UBPSI) 100.00% 100.00% Securities brokerage UnionBank Currency Brokers Corporation (UCBC)

100.00% 100.00% Foreign currency brokerage

UnionDataCorp (UDC) 100.00% 100.00% Data processing


Interventure Capital Corporation (IVCC) 60.00% 60.00% Venture capital UBX Philippines Corporation (UBX) I 100.00% 100.00% Investment holding and

innovation company UBX Private Ltd. (UBX SG) (d) 100.00% 100.00% Holding company UBX Remit Pte. Ltd. (UBX Remit) I 100.00% 100.00% Remittance company Bangko Kabayan, Inc. (A Private Development Bank) (Bangko Kabayan) (f) 70.00% −

Private development bank

Progressive Bank, Inc. (PBI) (g) 75.00% − Rural bank

(a) On February 28, 2019, Philippine Resources Savings Bank, Inc. was merged with CSB (b) FUPI, FUDC and FUIFAI are wholly-owned subsidiaries of UIC (c) Incorporated on February 11, 2019 (d) Wholly owned subsidiary of UBX (e) UBX Remit was incorporated on October 14, 2019 as a remittance company through UBX SG (f) Acquired on March 12, 2020 through CSB and UIC, with 49% and 21% share in ownership, respectively (g) Acquired on July 13, 2020 through CSB and UIC, with 49% and 26% share in ownership, respectively

Other relevant information about the subsidiaries’ nature of businesses and their status of operations are discussed in the sections that follow: (a) CSB was incorporated and registered with the SEC on December 9, 1965. It is a thrift

bank specializing in granting teacher’s loans under the Department of Education’s Automatic Payroll Deduction System.

(b) In December 2017, CSB purchased 127.72 million common stock and 65.0 million

preferred shares of PR Savings Bank with par value of P10 per share or a total par value of P1,277.23 million and P650 million, respectively. These shares represent 66.28% and 33.72%, respectively, of the total outstanding capital stock of PR Savings Bank.

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

On July 5, 2018 and July 10, 2018, the BOD and the stockholders, respectively, of CSB approved the plan of merger with PR Savings Bank, with CSB as the surviving entity. On December 20, 2018, the MB of the BSP approved the merger subject to certain conditions, including completion of the merger within one year from the date of receipt of the BSP approval and that the merger should be effective on the date the SEC issues the certificate of merger. On December 27, 2018 and February 28, 2019, the BSP and the SEC, respectively, approved the merger between CSB and PR Savings Bank, with CSB as the surviving entity.

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

(c) In February 2018, CSB and UIC purchased of 2,461,338 common shares representing

51% ownership of AEVI on PETNET. On May 8, 2018, PCC approved the acquisition of PETNET, Inc. by CSB and UIC. The agreement was approved by the BSP on November 23, 2018. On December 17, 2018, the parties closed the transaction by settling the purchase price and confirming that all closing conditions have been fulfilled.

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

(d) FAIR Bank was registered with the SEC on September 15, 1998 primarily to engage in

the business of extending rural credit to small farmers and tenants and to deserving rural industries or enterprises. FAIR Bank has one (1) banking office and ten (10) branches located all over Cebu and Negros Occidental areas. On December 21, 2015, CSB and UIC acquired 77.78% of the issued and outstanding capital stock of FAIR Bank. On December 15, 2016, the MB of the BSP approved the acquisition by CSB and


UIC of FAIR Bank’s 441,000 common shares and 259,002 common shares, respectively, from the selling shareholders of FAIR Bank. The common shares acquired by CSB and UIC represented 49.00% and 28.78%, respectively, of the issued and outstanding capital stock of FAIR Bank. To meet the minimum capital requirements under the Manual of Regulations for Banks (MORB), CSB and UIC infused an additional capital of P=50.96 million (equivalent to 50,960 common shares at par value of P=100 per share) and P=53.04 million (equivalent to 53,040 common shares at par value of P=100 per share), respectively, on November 13, 2018. As a result of the additional subscription, the percentage of ownership of CSB’s ownership interest in FAIR Bank remained at 49% while UIC’s ownership interest in FAIR Bank increased to 38.53%.

Upon BSP’s recommendation and to maintain FAIR Bank’s capital adequacy ratio, CSB and UIC infused additional capital amounting to P=26.95 million (equivalent to 269,500 common shares at P=100 par value) and P=28.05 million (equivalent to 280,500 common shares at P=100 par value), respectively, or a total of P=55 million in 2019. The aggregate additional infusion in 2019 resulted in UIC’s percentage of ownership in FAIR Bank further increasing to 41.72%, while CSB’s ownership remained the same at 49%.

In 2020, CSB and UIC further infused additional capital amounting to P=41.45 million (equivalent to 414,543 common shares at P=100 par value) and P=43.15 million (equivalent to 431,157 common shares at P=100 par value), respectively, or a total of P=84.60 million. The aggregate additional infusion in 2020 resulted in UIC’s percentage of ownership in FAIR Bank further increasing to 44.33%, while CSB’s ownership remained the same at 49%.

(e) UIC was incorporated and registered with the SEC on December 20, 1993. It is

presently engaged in business as a holding company authorized to hold investments of real and personal properties, including shares of stocks, bonds, debentures, notes and other securities and obligations, without engaging in business of an investment company or broker or dealer in securities of stocks.

Through its wholly-owned subsidiaries, FUPI, FUDC and FUIFAI, UIC is also engaged in the servicing of existing pre-need plans, marketing of financial products and being an agent for life and non-life insurance products.

(f) On February 11, 2019, the BSP approved the Parent Bank’s incorporation of UBX

Philippines Corporation (UBX). UBX was incorporated to invest in, hold, own, purchase, lease manage, sell or otherwise dispose of real and personal properties of every kind and description. It shall also engage in the development of financial technology innovations and engage in electronic commerce business.

On March 21, 2019, UBX then entered into an SPA with UIC to purchase 100 ordinary shares of UBX SG, a Singapore-based entity incorporated by UIC in October 2018, for a total consideration amounting to SGD100. Similar to UBX, UBX SG is incorporated to engage in the development of financial technology innovations and engage in electronic commerce business.

(g) In February 2019, CSB and UIC acquired 70% ownership of Bangko Kabayan, with CSB

owning 49% and UIC owning 21%. The transaction was approved by BSP and Philippine Competition Commission (PCC) on September 19, 2019 and January 9, 2020, respectively. On March 12, 2020, the parties executed the Deed of Absolute Sale, which is determined to be the Group’s acquisition date. On the same date, CSB and UIC paid 70% of the total purchase price, bringing the total payment to 90% of the purchase price. The remaining 10% was deposited as a retention amount in an escrow account.

Bangko Kabayan is authorized to engage in the business of extending financial services to farmers, employees, entrepreneurs, commercial, manufacturing and industrial enterprises and to such other persons or entities that require financial intermediation, and to have and to exercise all authority and powers, and to do and perform all acts, and to transact all business which may legally be done by Thrift Banks organized under and in accordance with the existing New Thrift Banks Act of


1995 (Republic Act No. 7906). It converted its existing microfinance banking office to a branch-lite unit and has 23 branches, including the head office, in the areas of Batangas, Laguna and Quezon (Southern Luzon), and one branch-lite in Lobo, Batangas.

(h) On January 5, 2018, CSB and UIC executed an SPA to acquire 75% ownership interest

of PBI through a combination of (a) subscription to 18,000,000 new shares and (b) purchase of 11,980,916 common shares from the major stockholders. On February 24, 2020, the BSP approved the application of CSB and UIC to acquire 75% ownership of PBI.

On July 13, 2020, BSP noted a clarification made by the PCC in its acknowledgement letter indicating that PCC does not categorically declare that the acquisition does not breach the thresholds prescribed by PCC and its IRR, leaving the parties involved with the responsibility to ensure that they fully comply with the notification requirement. The PCC issued a Letter of Non-Coverage declaring that the transaction is not subject to compulsory notification on August 5, 2020. For convenience purposes, the Group used July 31, 2020 as the date of business combination.

PBI is authorized to engage in the business of extending credit to farmers, tenants, and rural industries or enterprises, and to transact all business that may be legally done by the rural banks formed under and in accordance with the existing Rural Banks Act (Republic Act No. 7353). The principal office address of PBI is located at Del Rosario St., Poblacion, Balasan, lloilo, and operates an extension office in Pototan, lloilo, for the purpose of providing microfinance loans along with its primary banking services, and a branch at No. 243 E. Lopez St., Brgy. Lourdes, Jaro, lloilo City.

Non-operating subsidiaries

a. UBPSI was incorporated and registered with the SEC on March 2, 1993. It was

organized to engage in the business of buying, selling or dealing in stocks and other securities. In January 1995, as approved by UBPSI’s stockholders and BOD, UBPSI sold its stock exchange seat in the PSE. Accordingly, UBPSI ceased its stock brokerage activities.

b. UDC was registered with the SEC on September 8, 1998. It was organized to handle

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

c. IVCC was incorporated and registered with the SEC on October 10, 1980. It was

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

The total assets, liabilities and capital funds of these non-operating subsidiaries amounted

to P=5,032, P=3,158 and P=1,874, respectively, as of December 31, 2020, and P=5,260, P=3,158 and P=2,102, respectively, as of December 31, 2019. The Bank’s registered address, which is also its principal place of business, is at UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City. AEVI’s registered address is located at NAC Tower, 32nd Street, Bonifacio Global City, Taguig City, Metro Manila. Distribution Network of Products and Services


UnionBank services its customers through its well-trained relationship managers and strategically located branches and automated teller machines (ATMs), supplemented by a 24-hour Customer Service Group. This is complemented by UnionBank’s strong digital footprint, exhibited by its website (www.unionbankph.com), online banking and mobile application (“UnionBank Online” and “SME Business Banking App”), cash management platform for corporates (“The Portal”), customer service chatbot, EON digital brand, and many more digital platforms/channels. Relationship Managers. UnionBank’s sales force is trained to have expertise regarding the Bank’s solutions-based financial services and are equipped with tools (e.g., MAX 5.0) that allow them to service clients remotely and enhance productivity. UnionBank’s Relationship Managers and Financial Advisors are also licensed by the Insurance Commission to provide customers with bancassurance products. Branch Network. The Parent Bank has 197 branches strategically located within and outside Metro Manila to maximize visibility and expand customer reach. This includes UnionBank’s digital and paperless branches (called Arks) which allow for straight-through processing of transactions over-the-counter or via self-service machines, and at the same time, houses branch ambassadors for product discovery and advisory services. UnionBank also has an increased presence nationwide through the physical network of its subsidiaries which include CitySavings (149 branches), FAIRBank (15 branches mainly in Visayas), Bangko Kabayan (24 branches mainly in Luzon), Progressive Bank (3 branches in Visayas) and PETNET (over 3,000 locations nationwide). ATM Network. UnionBank and its subsidiaries' network of 485 ATMs as of 31 December 2020, supplements its branch network in providing 24-hour banking services to its customers. UnionBank's interconnection with the Bancnet ATM consortium, allows its cardholders to access thousands of ATMs nationwide. In addition, UnionBank's ATM card functions as a VISA debit card that allows electronic purchase and payment transactions. CitySavings, as of 31 December 2020, has 77 ATMs nationwide. Call Center. UnionBank's 24-hour call center handles retail customer relationship and care, catering to deposit and card product queries, among others. The call center utilizes a mix of phone, email, and internet as customer touch points. Customer complaint handling is continuously improved through resolution tracking.

Customer Service Chatbot. UnionBank’s “Rafa” is the country’s first banking chatbot that delivers instant 24/7 customer service. Rafa is accessible through Facebook messenger. It is capable of answering customer queries on ATM and branch locations, provides latest foreign exchange data, card activations, and assists customers on exploring the Bank’s various products and services.

Mobile and E-Banking. UnionBank Online, launched in August 2017, is the new online and mobile banking platform for the Bank’s customers. It is designed with an omni-channel user experience across various touchpoints (website and mobile app), operating systems (Android or IOS), and device types. UnionBank Online enables customers to perform banking transactions such as account opening, deposit checks, fund transfer, pay bills, and many more without visiting the branch. The Bank also introduced the upgraded version of its cash management platform for corporates called The Portal. Unique features include single sign-on for customers with multi-org access, a fully featured mobile app, real-time fund transfers, and many more. Additionally, the Bank launched its SME Business Banking App designed for business owners. Its features include digital account opening for savings and checking account, mobile check deposit, local and international fund transfers, bills payment, and many more to help SMEs manage financial operations. EON. Specially designed for digital commerce, EON was the first electronic money product in the Philippines with a “selfie banking” feature which employs facial recognition for account opening. EON is UnionBank’s primary product for carding the unbanked and underbanked segments through its partnerships with cooperatives and local government units for loans and aid disbursement (i.e. Social Amelioration Program, etc.). Platforms and Other Digital Channels. UnionBank’s thrust for digital transformation prompted it to launch digital platforms and channels intended to deliver products/services to various customer segments. Some of them include: Financial Supply


Chain (FSC) platform for corporate clients and their ecosystem of suppliers and dealers; GlobalLinker which creates a network of SME suppliers and customers; Bonds.PH app which facilitated the first app-based blockchain-enabled distribution of sovereign retail treasury bonds in the country; and other platforms launched by UBX PH to include i2i, which is a blockchain-based interbank digital payment platform for financial institutions such as rural banks; Sentro, an online shop builder with embedded logistics services; BUX, a payment gateway for online merchants; and SeekCap, an SME lending marketplace. UBX also invested in Shiptek Solutions, Inc. to embed financial solutions into its shipping and logistics platform, XLog. Competition The Bank faces competition in all its principal areas of business. UnionBank primarily competes against domestic and foreign banks, followed by finance companies, mutual funds and investment banks in the Philippines that offer similar products and services. As of 31 December 2020, based on data from the BSP, there were a total of 46 domestic and foreign universal and commercial banks operating in the Philippines. While mergers, acquisitions, and closures reduced the number of industry players, the entry of foreign banks under new and liberalised banking laws and regulations resulted in the growth of the number of universal and commercial banks. Corporate lending remained competitive resulting in even narrower spreads especially under a low interest rate environment. Pockets of growth were, however, seen in the middle corporate market, SMEs, and consumer segments. Currently, the industry dominated by the three largest universal banks with over ₱2 trillion in assets. These banks, in particular, have greater financial and other capital resources, and a greater market share than UnionBank. Moreover, as a publicly-listed bank, UnionBank also monitors its performance against the ten largest publicly-listed universal banks in the country. Apart from traditional financial institutions, the Bank also faces competition from financial technology firms and non-financial firms. In particular, non-financial firms pose a challenge to Philippine banks by offering digital products such as mobile payments or online services. Financial technology firms, on the other hand, utilize advanced softwares to deliver financial services faster and more conveniently and thus disrupt incumbents who are reliant on slower legacy systems. In addition, purely digital financial technology or non-financial firms have no branches and thus, have lower costs. Amidst this operating environment, UnionBank leverages on its competitive advantages anchored on superior technology, unique sales and service culture, centralized backroom operations, as well as its digital transformation roadmap geared towards strengthening its present business by repositioning itself into a Digital Bank (Plan A), diversifying its portfolio into other mass market segments (Plan C+), and preparing for a future when embedded/decentralized banking becomes the dominant business model (Plan B), all anchored on technology as the enabling factor. As a result, UnionBank has been acknowledged as a leader in developing innovative products and services. It is recognized as among the industry’s lowest cost producers (measured through revenue-to-expense or cost-to-income ratio) which is a result of its wholesale customer acquisition strategy of providing cash management solutions to principals’ ecosystems, having automated and centralized operations, and establishing a full-blown digital strategy rather than the traditional brick-and-mortar expansion. Lastly, the Bank is one of the most profitable in terms of return on equity, return on assets, and absolute income. Transactions with and/or dependent on related parties The information required is contained in Item 5 under Certain Relationship and Related Transactions on page 28 of the Information Statement. Patents, trademarks and tradenames

Trademark Registration Date Expiration 1 UNIONBANK December 19, 2005 December 19, 2025


2 UNIONBANK LOGO October 21, 2010 October 21, 2030 3 UNIONBANK EON December 05, 2013 December 05, 2023 4 UBP August 07, 2014 August 07, 2024 5 UNIONBANK OF THE PHILIPPINES August 07, 2014 August 07, 2024 6 UREKA November 10, 2016 November 10, 2026 7 SELFIE BANKING December 22, 2019 December 22, 2029 8 EON FOR THE DIGITAL ME July 30, 2017 July 30, 2027 9 EON July 30, 2017 July 30, 2027 10 DIGITAL ME June 29, 2017 June 29, 2027 11 EON CYBER November 02, 2017 November 02, 2027 12 THE ARK April 05, 2018 April 05, 2028 13 THE ARK April 05, 2018 April 05, 2028 14 THE ARK April 05, 2018 April 05, 2028 15 THE ARK April 05, 2018 April 05, 2028 16 OWN THE FUTURE October 25, 2018 October 25, 2028 17 THRIVE IN AN AGILE TEAM

ENVIRONMENT DRIVEN BY SUCCESS. November 11, 2018 November 11, 2028

18 SEIZE BOLD OPPORTUNITIES FOR GROWTH.

November 11, 2018 November 11, 2028

19 DISRUPT THE WORLD WITH SMART CHANGEMAKERS.

November 11, 2018 November 11, 2028

20 I2I May 30, 2019 May 30, 2029 21 CYBERSURE January 12, 2020 January 12, 2030 22 THE FUTURE BEGINS WITH U. October 24, 2019 October 24, 2029 23 1U HUB February 06, 2020 February 06, 2030 24 1U HUB February 06, 2020 February 06, 2030 25 THE FIRST FINANCIAL SUPPLY

BLOCKCHAIN IN THE PHILIPPINES - POWERED BY UNIONBANK

February 06, 2020 February 06, 2030

26 UB February 24, 2020 February 24, 2030

27 February 24, 2020 February 24, 2030

28 February 24, 2020 February 24, 2030

29 THE EDGE BY UB UNIONBANK July 31, 2020 July 31, 2030

30 UB UNIONBANK August 14, 2020 August 14, 2030

31 UB UNIONBANK October 16, 2020 October 16, 2030

32 THE FIRST DIGITAL ACCOUNT OPENING FOR BUSINESS BY UNIONBANK

January 17, 2021 January 17, 2031

Regulatory Approvals The Bangko Sentral ng Pilipinas (BSP), Securities and Exchange Commission (SEC), Philippine Deposit Insurance Corporation (PDIC), Philippine Stock Exchange (PSE), Philippine Dealing and Exchange Corporation (PDEx) and the Bureau of Internal Revenue (BIR) are the major regulatory agencies that provide rules, regulations and guidelines to the Bank’s activities. UnionBank ensures that its products, services and systems carry the necessary regulatory approvals prior to launch and continue to be compliant with prescribed rules and regulations. Keeping abreast of regulations affecting the business As a banking institution, UnionBank adheres to the provisions of the General Banking Law of 2000 (Republic Act No. 8791), as amended, and the regular issuances by the BSP as


embodied in its Manual of Regulations for Banks (MORB). The regulatory issuances of the SEC, PDIC, PSE, PDEx, BIR and other regulatory bodies are likewise monitored constantly for new developments. Anti-Money Laundering Laws and Know Your Customer Procedures UnionBank complies with the Anti-Money Laundering Act of 2001 (Republic Act No. 9160) as amended by Republic Act 9194, its Implementing Rules and Regulations and regulatory issuances of the BSP and the Anti-Money Laundering Council (AMLC) and the Bank’s Money Laundering and Terrorist Financing Prevention Program (MTTP). The Bank adheres to the Know Your Customer (KYC) rules and customer due diligence requirements of both the law and regulation at the inception of the bank-client relationship until its termination. The Bank employs a third-party tool for screening customers during onboarding and subsequently, whenever there are updates to the sanctions and negative files. A real-time sanctions screening system is used to clear all transactions that pass through the SWIFT network. In July 2019, the Bank upgraded its AML system through the deployment of an internally-developed, highly intuitive and more flexible transaction monitoring and reporting system. In 2020, the Dow Jones name screening portal replaced the previous software to assist with the identification of sanctioned individuals and organizations, persons convicted with AML crimes or illegal activities for all clients. Customer due diligence remains robust through documentation and upgrading of client information, understanding of client activity, review of customer risk rating and identification of ultimate beneficial owners and obtaining senior management approval, where warranted. Finally, on an annual basis, UnionBank, through its Compliance and Corporate Governance Office, provides formal AML trainings to the members of the Board of Directors, Senior Management and its Branches. In coordination with the HR Group, Senior Management, branches and other units are required to take the AML e-learning refresher module regularly while Operations and Sales personnel are apprised of new BSP requirements during Compliance roadshows held throughout the year. Capital Adequacy Per existing BSP regulations, the combined capital accounts of each commercial bank should not be less than an amount equal to 10% of its risk assets. Risk assets consist of total resources after exclusion of cash on hand, due from BSP, loans covered by holdout on or assignment of deposits, loans or acceptances under letters of credit to the extent covered by margin deposits and other non-risk items as determined by the Monetary Board of the BSP. Under BSP Circular No. 538, Series of August 4, 2006, the Bank’s capital-to-risk assets ratio (CAR) as of December 2019, 2018 and 2017 were 15.3%, 15.2% and 14.2% respectively. As of 31 December 2020, the Bank’s CAR was at 17.0%. Research and Development Activities The amount spent on research and development activities (in thousand pesos) and its percentage to revenues for the last three years has been as follows:

2020 2019 2018

Cost 1,182,635 1,347,315 989,922

Ratio to Revenues 3.1% 3.5% 3.1%

Employees As of December 31, 2020, the Bank employed 3,506 people, 232 as Executives, 2,547 as Officers, 700 as Clerical Staff and covered by CBA. Of these, 1,807 are in Operations, 779 are in Non-Operations, and 920 are in Sales/Marketing. The Bank does not foresee an increase in the number of head count within the ensuing twelve (12) months.


The Collective Bargaining agreement started on June 01, 2020 and will expire on May 31, 2025. RISK MANAGEMENT OBJECTIVES AND POLICIES

Risks are inherent in the business activities of the Group. Among its identified risks are

credit risk, liquidity risk, market risk, interest rate risk, foreign exchange risk, operational risk, information security risk, legal risk, and regulatory risk. These are managed through a risk management framework and governance structure that provides comprehensive controls and management of major risks on an ongoing basis.

Risk management is the process by which the Group identifies its key risks, collects

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

Risk Management Strategies

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

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

Risk Management Structure

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

On the other hand, the risk management processes of its subsidiaries are handled

separately by their respective BODs.

The Parent Bank’s BOD is primarily responsible for setting the risk appetite, approving risk parameters, proposed credit policies, and investment guidelines, as well as establishing the overall risk-taking capacity of the Parent Bank. To fulfill its responsibilities in risk management, the BOD has established the following committees, whose functions are described below. (a) The Executive Committee (EXCOM), composed of seven (7) members of the BOD,

exercises certain functions as delegated by the BOD including, among others, the approval of credit proposals, asset recovery and real and other properties acquired (ROPA) sales within its delegated limits.

(b) The Risk Management Committee (RMC) is composed of seven (7) non-executive

directors of the BOD, majority of whom are independent directors, including the Chairman. The RMC shall advise the BOD of the Parent Bank’s overall current and future risk appetite, oversee Senior Management’s adherence to the risk appetite statement, and report on the state of risk culture of the Parent Bank. The RMC shall oversee the risk management framework and the risk management function. The RMC also provides oversight, direction, and guidance to the other risk committees, specifically the Market Risk Committee (MRC) and the Operations Risk Management Committee (ORMC).


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

(d) The ORMC, composed of seven (7) members of the BOD, majority of whom are independent directors, including the Chairman, reviews various operations risk policies and practices.

Below are the responsibilities of the ORMC:

(a) Recognize and identify the nature and complexity of the major operational risks

of the Bank and the operating environment the Bank is exposed to;

(b) Approve the operational risk management framework which forms part of the Bank’s enterprise risk management system and covers all business lines and functions of the Bank, including outsourced services and services provided to external parties;

(c) Approve the outsourcing framework of the Bank which makes up of a process for

evaluating and managing the risks of all existing and potential outsourcing arrangements and policies relevant to this endeavor. he BOD also provides oversight on all outsourcing activities and ensures effective management of risks arising from these activities;

(d) Ensure compliance with all applicable laws, rules and regulations on internal

control, internal audit, and disclosure; (e) Provide oversight on the adequacy of resources, including personnel

complement, and are supported by appropriate technological systems. The use of technological systems must be commensurate to the activities being undertaken;

(f) Provide oversight on the implementation of a sound business continuity

management framework. The BOD instills a culture of placing importance on business continuity by supplying the incumbent resources that support Bank’s business continuity initiatives;

(g) Report to the RMC/BOD results of operational risk and control assessments

conducted by the Business and Support Units, summarized results, if any, of internal audits, BSP examinations, and investigations of administrative cases that highlight trends indicative of present or emerging exposures to specific operational risks;

(e) The Audit Committee is composed of seven (7) members, all non-executive and

majority of whom are independent, including the Chairman, most of whom are with accounting, auditing, or related financial management expertise or experience. The skills, qualifications, and experience of the committee members are appropriate for them to perform their duties as laid down by the BOD.

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

To effectively perform these functions, the Audit Committee has a good understanding of the Parent Bank’s business including the following: Parent Bank’s structure, businesses, controls, and the types of transactions or other financial reporting matters applicable to the Parent Bank as well as to determine whether the controls are adequate, functioning as designed, and operating effectively. It also considers the potential effects of emerging business risks and their impact on the Parent Bank’s financial position and results of operations.

Among the responsibilities of the Audit Committee are:


Oversight of the financial reporting process. The Audit Committee ensures that the Parent Bank has a high-quality reporting process that provides transparent, consistent and comparable financial statements. In this regard, the Audit Committee works closely with management especially the Office of the Financial Controller, the Internal Audit Group (IAG), as well as the external auditors, to effectively monitor the financial reporting process and the existence of significant financial reporting issues and concerns.

Monitoring and evaluation of internal control. The Audit Committee, through the

IAG, monitors and evaluates the adequacy and effectiveness of the Parent Bank’s internal control framework, integrity of financial reporting, and security of physical assets. The Audit Committee ensures that a proactive and forward-looking approach on evaluation of risks and controls is taken. The Audit Committee also ensures that periodic assessment of the internal control system is conducted to identify weaknesses and evaluates its robustness considering the risk profile and strategic direction of the Parent Bank.

Oversight of the audit process. The Audit Committee is knowledgeable on audit function and the audit process. The Audit Committee maintains supportive, trusting and inquisitive relationships with both internal and external auditors to enhance its effectiveness.

Oversight of the outsourced internal audit activities. The Audit Committee

oversees the performance of the internal audit service provider and ensures that they comply with sound internal auditing standards and other supplemental standards issued by regulatory authorities/government agencies, as well as with relevant code of ethics.

Oversees the implementation of Group Internal Audit Policy. The Audit Committee oversees the implementation of the policy through the periodic reports on oversight of the Group Internal Audit, and takes appropriate action on any group internal oversight issues identified. The Audit Committee reviews and evaluates the group internal audit policy, and any amendments thereto, and endorse the same to the Parent Bank for approval.

Oversight of the whistle-blowing mechanism. The Audit Committee oversees the

establishment of a whistle-blowing mechanism in the Parent Bank by which officers and staff shall in confidence raise concerns about possible improprieties or malpractices in matters of financial reporting, internal control, auditing or other issues to persons or entities that have the power to take corrective action. It also ensures that independent investigation, appropriate follow-up, action and subsequent resolution of complaints are in place.

(f) The Corporate Governance Committee (CGC) is primarily responsible for helping the

BOD fulfil its corporate governance and compliance responsibilities. It is responsible for ensuring the BOD’s effectiveness and due observance of corporate governance principles and of oversight over the compliance risk management. It assists in the establishment of a compliance program that facilitates the escalation and resolution of compliance issues expeditiously.

The CGC is composed of nine (9) members of the BOD, all non-executive, majority of whom, including its Chairman, are independent directors. Its specific duties include, among others, making recommendations to the BOD regarding continuing education of directors, overseeing the periodic performance evaluation of the 1) Board; 2) Board Committees; 3) Individual Directors; 4) Management-level Committees (through the Compliance and Corporate Governance Office; and 5) Chief Compliance and Corporate Governance Officer (CCCGO).

The CGC also performs oversight functions over the Compliance and Corporate Governance Office (CCGO) and the following management-level committees: 1) Anti-Money Laundering Committee and 2) Discipline Committee.

Senior management, through the CCCGO, periodically reports to the CGC the status of regulatory audit and compliance testing findings until their closure. Any material


breaches of the compliance program are reported to and promptly addressed by the CCCGO within the mechanisms defined by the Compliance Manual.

The Parent Bank’s CCCGO defines the Group’s minimum governance and compliance requirements and works closely with the subsidiaries’ and affiliates’ Chief Compliance Officers in the execution of these standards.

The CGC assumed the functions of the Nominations Committee (NomCom) and the Compensation and Remuneration Committee (CompRem) upon the latter Committees’ dissolution. The NomCom review the qualifications of and screens candidates for the board including nominees for independent directors and key officers of the Parent Bank. As part of its added function, it also reviews the implementation of programs for identifying, retaining and developing critical officers and the succession plan for various units in the organization.

The functions of the CompRem includes overseeing implementation of the programs for salaries and benefits of directors and senior management, and monitoring that the performance scorecards for the Parent Bank and its officers are comprehensive and balanced, and assessing the adequacy, effectiveness for driving performance and consistency of the Parent Bank’s total compensation program vis-à-vis corporate philosophy and strategy. The Parent Bank’s CCCGO assists the CGC in fulfilling its functions by apprising the same of (1) pertinent regulations and other issuances relating to compliance or corporate governance, (2) related regulatory issues and compliance initiatives affecting the various units of the Bank and the status of the corrective action plans, and (3) continuously giving updates thereon. In addition, the CCCGO keeps the CGC abreast of best governance practices and discusses issues being brought up among private organizations and individuals advocating good governance philosophy.

(g) The Related Party Transaction Committee is a board-level committee composed of

three (3) members, all of whom are independent directors including its Chairman. The Committee assists the BOD in the fulfilment of its corporate governance responsibilities on related party transactions by ensuring that the latter are transacted at arm’s length terms. The Committee reviews and endorses the related party transactions to the BOD for approval or confirmation, depending on amounts involved.

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

Credit Risk Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligation to the Group. The risk may arise from lending, trade finance, treasury, investments, derivatives and other activities undertaken by the Group. Credit risk is managed through strategies, policies and limits that are approved by the respective BOD of the various companies within the Group. With respect to the Parent Bank, it has a well-structured and standardized credit approval process and credit scoring system for each of its business and/or product segments. The RMU undertakes several functions with respect to credit risk management. The RMU independently performs credit risk assessment, evaluation and review for its retail, commercial and corporate financial products to ensure consistency in the Parent Bank’s risk assessment process. It also ensures that the Parent Bank’s credit policies and procedures are adequate and are constantly updated to meet the changing demands or risk profiles of the business units. The RMU also reported to the Board’s Risk Management Committee the COVID-19-related overlays as well as their impact on credit impairment and credit portfolio’s credit risk profiles. For the year ended December 31, 2020, there were enhancements in the risk rating & SICR parameters in certain portfolios to consider the effect of COVID-19. The RMU’s portfolio management function involves the review of the Parent Bank’s loan portfolio, including the portfolio risks associated with particular industry sectors, regions, loan size and maturity, and the development of a strategy for the Parent Bank to achieve


its desired portfolio mix and risk profile. The RMU reviews the Parent Bank’s loan portfolio quality in line with the Parent Bank’s policy of avoiding significant concentrations of exposure to specific industries or groups of borrowers. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features. Concentrations indicate the relative sensitivity of the Parent Bank’s performance to developments affecting a particular industry or geographical location. The Group and the Parent Bank consider concentration risk to be present when the total exposure to a particular industry exceeds 30.0% of the total exposure, which is similar to the BSP requirement. As of December 31, 2020, and 2019, the Group and the Parent Bank does not exceed the limit in any of its industry concentration. In order to avoid excessive concentrations of risk, the Parent Bank’s policies and procedures include guidelines for maintaining a diversified portfolio mix (e.g., concentration limits). Identified concentrations of credit risks are controlled and managed accordingly. The RMU also monitors compliance to the BSP’s limit on exposures. Credit risk management practices and credit quality disclosures Corporate Loans Corporate lending activities are undertaken by the Parent Bank’s Corporate Banking Center. The customer accounts under this group belong to the top tier corporations, conglomerates and large multinational companies. The Parent Bank undertakes a comprehensive procedure for the credit evaluation and risk assessment of large corporate borrowers based on its obligor risk rating master scale. The Parent Bank currently utilizes the same single rating system for both Corporate and Commercial accounts. In addition, the result on the latter is further refined through a second model to take more careful account of the nunces between the commercial bank portfolio with that of the corporate loan book. The new rating system assesses default risk based on financial profile, management capacity, industry performance, and other factors deemed relevant. Significant changes in the credit risk considering movements in credit rating, among other account-level profile and performance factors, define whether the accounts are classified in either Stage 1, Stage 2, or Stage 3 per PFRS 9 loan impairment standards. Based on foregoing factors, each borrower is assigned a Borrower Risk Rating (BRR), from AAA to D. In addition to the BRR, the Parent Bank assigns a loan exposure rating (LER), a 100-point system which consists of a Facility Tenor Rating (FTR) and a Security Risk Rating (SRR). The FTR measures the maturity risk based on the length of loan exposure, while the SRR measures the quality of the collateral and risk of its potential deterioration over the term of the loan. The FTR and the SRR, each a 100-point scoring system, are given equal weight in determining the LER. Once the BRR and the LER have been determined, the credit limit to a borrower is determined under the Risk Asset Acceptance Criteria (RAAC) which is a range of acceptable combinations of the BRR and the LER. Under the RAAC system, a borrower with a high BRR will have a broader range of acceptable LERs.

The credit rating for each borrower is reviewed annually or earlier when there are extraordinary or adverse developments affecting the borrower, the industry and/or the Philippine economy such as the COVID-19 pandemic. Any major change in the credit scoring system, the RAAC range and/or the risk-adjusted pricing system is presented to and approved by the RMC. Commercial Loans The Parent Bank’s commercial banking activities are undertaken by its Commercial Banking Center (ComBank). These consist of banking products and services rendered to customers which are entities that are predominantly small and medium scale enterprises


(SMEs). These products and services are similar to those provided to large corporate customers, with the predominance of trade finance-related products and services.

The non-financial ComBank accounts use an adjusted obligor rating scale derived from the one applied for corporate loans, and follows the same RAAC framework, while ComBank accounts classified as banks and non-bank financial institutions are still rated using the 2018 rating scale.

Retail and Small and Medium Enterprise (SME) Financial Products The Retail loan portfolio of the Parent Bank is composed of four main product lines, namely: Home Loans, Credit Cards, Auto Loans, and Quick Loans. SME portfolio is composed of Business Line Loans and a small portion from emerging products. Each of these products has established credit risk guidelines and systems for managing credit risk across all businesses. Scoring models have been revised and fine-tuned while data analytics have been enhanced to improve portfolio quality and product offers. On the other hand, CSB, an accredited lending institution of the Department of Education (DepEd), provides salary loans to teachers under an agreement with DepEd for payroll deductions. CSB also provides motorcycle loans as a result of its acquisition and subsequent merger of PR Savings Bank.

Exposure to credit risk is managed through diligent assessment upon onboarding and regular portfolio and segment analysis of the ability of borrowers to meet interest and capital repayment obligations and by changing these lending limits when appropriate.

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

In 2019, Credit Cards ratings range from 1 to 7 excluding default rating, while for Business Line, ratings range from 1 to 6, and for Auto Loans ratings range from 1 to 5.

In 2020, SME products, including but not limited to Business Line and Supplier Financing, now use new credit scorecards developed specific for each product segment. These scorecard models updated the Business Line rating scale to 1 to 5. Meanwhile Credit cards, Mortgage loans, and Auto loans still use the existing scorecards and hence same rating scale as previous year. For disclosure purposes, these portfolios were combined under ‘Other Retail Products’. Investments and Placements Investments and placements include financial assets at amortized cost, debt financial assets through other comprehensive income, due from BSP, interbank loans receivable and due from other banks. Each has established credit risk guidelines and systems for managing credit risk across all businesses. Modification In certain circumstances, the Group modifies the original terms and conditions of a credit exposure to form a new loan agreement or payment schedule. The modifications can be given depending on the borrower’s or counterparty’s current or expected financial difficulty. The modifications may include, but are not limited to, change in interest rate and terms, principal amount, maturity date, date and amount of periodic payments and accrual of interest and charges. On March 24, 2020, Republic Act No. 11469 or the “Bayanihan to Heal as One Act” (Bayanihan 1) was enacted declaring a state of national emergency over the entire country to control the spread of the Coronavirus Disease 2019 (COVID-19). Among the provisions of Bayanihan 1 is the implementation of a 30-day grace period for all loans with principal and/or interest falling due within the period of the Enhanced Community Quarantine without incurring interest on interest, on penalties, fees and other charges. Further, on


September 11, 2020, Republic Act No. 11494 or the “Bayanihan to Recover as One Act” (Bayanihan 2) was enacted and provided for the implementation of a one-time 60-day grace period to be granted for the payment of all existing, current and outstanding loans falling due, or any part thereof, on or before December 31, 2020, without incurring interest on interest, penalties, fees and other charges, thereby extending the maturity of said loans. In addition, Bayanihan 2 allows loans and interest due during the Bayanihan 2 period to be settled on a staggered basis without interest on interests, penalties, fees or other charges until December 31, 2020 or as may be agreed upon by both parties. Furthermore, the Bank provided additional grace period to the borrowers.

The impact of loan modifications as a result of the Bayanihan 1 and Bayanihan 2 Acts amounted to a loss of P=506.70 million for the Group and P=377.08 million for the Parent Company. For the year ended December 31, 2020, the net impact of the loan modifications (i.e., after subsequent accretion of the modified loans) amounted to a loss of P=423.87 million for the Group and P=346.01 million for the Parent Company. Collateral Held as Security and Other Credit Enhancements The Group holds collateral against loans and other receivables from customers in order to mitigate risk. The collateral may be in the form of mortgages over real estate property, chattels, inventory, cash, securities and/or guarantees. The Bank regularly monitors and updates the fair value of the collateral depending on the type of credit exposure. Estimates of the fair value of collateral are considered in the review and assessment of the adequacy of allowance for credit losses. In general, the Bank does not require collateral for loans and advances to other banks, except when securities are held as part of reverse repurchase agreements.

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

Liquidity ratios are used to monitor and manage the Bank’s liquidity. The MRC approves the ratios to be used for monitoring the performance of the Bank and for mapping out areas where improvements are needed. These ratios include Liquid Assets to Deposits Ratio, Liquidity ratio, Leverage Ratio and Intermediation Ratio. In June 2020, the MRC approved to set the peso liquid assets to deposits ratio limit to automatically be consistent with the reserve requirement ratio for peso deposits. The Group also manages its liquidity risks through the use of a Maximum Cumulative Outflow (MCO) limit which regulates the outflow of cash on a cumulative basis and on a tenor basis. To maintain sufficient liquidity in foreign currencies, the Group has also set an MCO limit for certain designated foreign currencies. The MCO limits are endorsed by the MRC and approved by the BOD. In June 2020, the BOD approved to change the MCO limits, providing separate limits for short term (generally less than 30 days) and medium term tenor (from 30 days to one year). Previously, the Bank has single limit for all tenors. BSP Reporting Liquidity Coverage Ratio (LCR) BSP Circular No. 905 provides the implementing guidelines on LCR and disclosure standards that are consistent with Basel III framework. The LCR is calculated as the ratio of stock of high quality liquid assets (HQLA) over the total net cash outflows over the next 30 calendar days, which should not be lower than 100%. Compliance with the LCR minimum requirement commenced on January 1, 2018 with the prescribed minimum ratio of 90.00% for 2018 and 100.00% effective January 1, 2019. The Group is required to disclose information related to the liquidity coverage ratio (LCR) in a single currency and on solo and consolidated basis starting 2019.


TOTAL UNWEIGHTED VALUEAVERAGE

TOTAL WEIGHTED VALUEAVERAGE

. TOTAL STOCK OF HQLA BEFORE CAP , ,

. Deposits, of hi h: , , , ,

. Retail fu di g , , , ,

. Wholesale fu di g, of hi h: , , , ,

. Ope atio al deposits , , , ,

. No -ope atio al deposits all ou te pa ties , , , ,

. Rest i ted te deposits , , -

. Hold-out deposits , , -

. U se u ed holesale fu di g all ou te pa ties , , , , . Se u ed fu di g , , , . De i ati es o t a ts, of hi h: , , , , . Outfo s elated to de i ati e e posu es et , , , , . Outfo s elated to ollate al e ui e e ts - - . St u tu ed fi a i g i st u e ts - - . Co itted usi ess fa ilities all ou te pa ties , , , , . Othe o t a tual o ligatio s ithi a -da pe iod , , . Othe o ti ge t fu di g o ligatio s , , , . TOTAL EXPECTED CASH OUTFLOWS , , , ,

. Se u ed le di g - -

. Full -pe fo i g e posu es all ou te pa ties , , , ,

. Othe ash i flo s , , , ,

. TOTAL EXPECTED CASH INFLOWS , , , ,

. TOTAL STOCK OF HQLA AFTER CAP , ,

. TOTAL EXPECTED NET CASH OUTFLOWS , ,

. LIQUIDITY COVERAGE RATIO % . %

NATURE OF ITEM

STOCK OF HIGH-QUALITY LIQUID ASSETS HQLA

EXPECTED CASH OUTFLOWS

EXPECTED CASH INFLOWS

The Group’s and the Parent Bank’s LCR as of December 31, 2020 and 2019 follows (amounts in millions):

December 31, 2020 Group Parent Bank Total HQLA P=246,291 P= 216,505 Total net cash outflows 118,718 97,842 LCR Ratio 207.46% 221.28% December 31, 2019 Group Parent Bank Total HQLA P=176,297 P=163,482 Total net cash outflows 134,821 122,561 LCR Ratio 130.76% 133.39%

Part of the disclosure requirements of BSP Circular 905 Implementation of Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio (LCR) and Disclosure Standards beginning in 2019 is the reporting of simple averages of quarterly observations over the last 12 months, following the format set forth in Annex C of BSP Circular 905. The results shown below, were simple averages of four data points, representing all the quarters of 2020.

The Bank has always been compliant with the 100% minimum LCR requirement, as it continues to hold ample level of high-quality liquid assets (HQLA) in the form of cash, deposits with the BSP and investment grade securities. The Bank has also issued long-term liability instruments since 2017, in preparation for the LCR and net stable funding ratio (NSFR) requirements. Lastly, the Bank continues to diversify its funding sources, including deposits with focus on growing the share of CASA to total, which also improved the Bank’s LCR. Net Stable Funding Ratio (NSFR)


On June 6, 2018, the BSP issued BSP Circular No.1007 covering the implementing guidelines on the adoption of the Basel III Framework on Liquidity Standards – Net Stable Funding Ratio (NSFR). The NSFR is aimed to promote long-term resilience against liquidity risk by requiring banks to maintain a stable funding profile in relation to the composition of its assets and off-balance sheet activities. It complements the LCR, which promotes short term resilience of a bank's liquidity profile. Banks shall maintain an NSFR of at least 100 percent (100%) at all times. The implementation of the minimum NSFR shall be phased in to help ensure that covered banks can meet the standard through reasonable measures without disrupting credit extension and financial market activities. An observation period was set from July 1 to December 31, 2018. Effective, January 1, 2019, banks shall comply with the prescribed minimum ratio of 100%. As of December 31, 2020 and 2019, the NSFR was at 133.22% and 106.26%, respectively, for the Group, and 135.97% and 108.05%, respectively, for the Parent Bank. Market Risk Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rate, foreign exchange rates and equity prices. The Group classifies exposures to market risk into either trading book or banking book. The market risk for the trading portfolio is managed and monitored based on a Value-at-Risk (VaR) methodology. Meanwhile, the market risk for the non-trading positions are managed and monitored using other sensitivity analyses. The Parent Bank applies a VaR methodology to assess the market risk of positions held and to estimate the potential economic loss based upon a number of parameters and assumptions for various changes in market conditions. VaR is a method used in measuring financial risk by estimating the potential negative change in the market value of a portfolio at a given confidence level and over a specified time horizon. The Parent Bank uses the historical VaR approach in assessing the possible changes in the market value of investment securities based on historical data for a rolling one-year period. The VaR models are designed to measure market risk in a normal market environment. The models assume that any changes occurring in the risk factors affecting the normal market environment will have the same distribution as they had in the past. This involves running the portfolio across a set of historical price changes, thus creating a distribution of changes in portfolio value which may or may not be normal. The historical approach does not make any assumptions regarding the distribution of the risk factors and therefore can accommodate any type of distribution. The Bank uses the maximum between the 1st and 99th percentile of historical changes in asset returns in the calculation of volatility as this is a more conservative approach as any potential gain may reverse to a loss. VaR may also be underestimated or overestimated due to the assumptions placed on risk factors and the relationship between such factors for specific instruments. Even though positions may change throughout the day, the VaR only represents the risk of the portfolios at the close of each business day, and it does not account for any losses that may occur beyond the 99% confidence level. The VaR figures are backtested daily against actual and hypothetical profit and loss of the trading book to validate the robustness of the VaR model. To supplement the VaR, the Parent Bank performs stress tests wherein the trading portfolios are valued under extreme market scenarios not covered by the confidence interval of the Parent Bank’s VaR model. Since VaR is an integral part of the Parent Bank’s market risk management, VaR limits are established annually for all financial trading activities and exposures against the VaR limits and are monitored on a daily basis. Limits are based on the tolerable risk appetite of the Parent Bank. Interest Rate Risk Interest rate risk in the banking book (IRRBB) is the current and prospective risk to earnings and capital arising from adverse movements in interest rates that affect the bank’s banking book positions. When interest rates change, the present value and timing of future cash flows change. This, in turn, changes the underlying value of the Bank’s assets, liabilities and off-balance sheet items, and hence its economic value. On the other


hand, changes in interest rates also affect the Bank’s earnings by altering interest rate-sensitive income and expenses, affecting its net interest income (NII). The Asset and Liability Committee establishes appropriate asset and liability pricing in support of the Bank’s balance sheet objectives. The Group employs “gap analysis” to measure rate-sensitivity of the income and expenses, also known as Earnings-at-Risk (EaR). This sensitivity analysis is performed at least every month. The EaR measures the impact on the net interest income for any mismatch between the amounts of interest-earning assets and interest-bearing liabilities within a one-year period. The EaR is calculated by first distributing the interest sensitive assets and liabilities into tenor buckets based on time remaining to the next repricing date or the time remaining to maturity if there is no repricing and then subtracting the liabilities from the assets to obtain the repricing gap. The repricing gap per tenor bucket is then multiplied by the assumed interest rate movement and appropriate time factor to derive the EaR per tenor. The Bank uses one-year differences in the term structure of the different benchmark curves as the bases for the calculation of interest rate risk factor across all currencies. The total EaR is computed as the sum of the EaR per tenor within one year. To manage the interest rate risk exposure, BOD-approved EaR limits were established. Non-maturing or repricing assets or liabilities are considered to be non-interest rate sensitive and are not included in the measurement. A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities while a negative gap occurs when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. Accordingly, during a period of rising interest rates, an entity with a positive gap will have more interest rate sensitive assets repricing at a higher interest rate than interest rate sensitive liabilities which will be favorable to it. During a period of falling interest rates, an entity with a positive gap will have more interest rate sensitive assets repricing at a lower interest rate than interest rate sensitive liabilities, which will be unfavorable to it. EAR is complemented by stress tests which are conducted quarterly. It involves subjecting the total interest rate sensitive assets and liabilities within one year to probable short-term and medium-term interest rate movements, assuming parallel and non-parallel (flatteners and steepeners) in the yield curve. Additionally, the Bank also monitors long-term sensitivity to interest rate risk of the Bank’s balance sheet through the Economic Value of Equity (EVE) method. EVE measures the economic value which provides a more comprehensive view of potential long-term effects of changes in interest rates. The Bank’s interest rate sensitive asset and liability positions are analyzed based on its cash flows, and its present value are computed using appropriate market rates which include the current risk-free rate plus the corresponding margin. On the other hand, the present values of non-interest sensitive assets and liabilities will be kept at their carrying values. The Bank’s risk management program includes measuring and monitoring the risks associated with fluctuations in market interest rates on the net interest income and capital ensuring that the exposures in interest rates are kept within acceptable limits. Foreign Exchange Risk Foreign exchange risk is the risk to earnings or capital arising from changes in foreign exchange rates. The Group’s net foreign exchange exposure, taking into account any spot or forward exchange contracts, is computed as foreign currency assets less foreign currency liabilities. The foreign exchange exposure is limited to the day-to-day, over-the-counter buying and selling of foreign exchange in the Group’s branches, as well as foreign exchange trading with corporate accounts and other financial institutions. The Group is permitted to engage in proprietary trading to take advantage of foreign exchange fluctuations.


Operational Risk BSP Circular 900, Guidelines on Operational Risk Management, serve as the groundwork for the Bank’s Operational Risk Management (ORM) framework. This is to standardize the approach undertaken by the Bank in order to facilitate consistently strong ORM practices across the organization. Operational risk is defined as the risk of loss arising from direct or indirect loss from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, but excludes strategic and reputational risk. Direct loss being the result primarily from an operational failure while an indirect loss relates to the impact of operational risk on other risks such as market, credit or liquidity risk. Each specific unit of the Bank has its roles and responsibilities in the management of operational risk and these are clearly stated in the ORM framework. At the BOD level, an ORMC was formed to provide overall direction in the management of operational risk, aligned with the overall business objectives. Key to the effective implementation of the operational risk management framework is a governance structure that transparently defines the lines of responsibility from the BOD down to the Business and Functional Units level. The ORMC was formed and given the mandate to build and lead the roadmap in developing the foundations and systems necessary for the effective implementation of an Operational Risk Management Framework. The ORM, together with all other Risk Units, reports directly to the Chief Risk Officer. In managing products, services and systems, these are implemented only after a thorough operational risk evaluation. As part of the product and systems approval process, product owners and managers ensure that risks are clearly identified and adequately controlled and mitigated. For existing products, services and systems, regular reviews are conducted and controls are assessed to determine continued effectiveness. The Parent Bank, as part of its continuing effort to manage operational risk, has ensured that the basic controls to manage exposure to operational risk have been embedded in its processes. Legal Risk and Regulatory Risk Management Legal risk pertains to the Parent Bank’s exposure to losses arising from cases decided not in favor of the Parent Bank where significant legal costs have already been incurred, or in some instances, where the Parent Bank may be required to pay damages. The Parent Bank is often involved in litigation in enforcing its collection rights under loan agreements in case of borrower default. The Parent Bank may incur significant legal expenses as a result of these events, but the Parent Bank may still end up with non-collection or non-enforcement of claims. The Parent Bank has established measures to avoid or mitigate the effects of these adverse decisions and engages several qualified legal advisors, who were endorsed to and carefully approved by senior management. At year-end, the Parent Bank also ensures that material adjustments or disclosures are made in the financial statements for any significant commitments or contingencies which may have arisen from legal proceedings involving the Parent Bank.

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

The UnionBank Plaza, which is a bank-owned property, is now the Union Bank of the Philippines' Head Office. It is a 50-storey office condominium building with an estimated usable area of 51,032.32 square meters. It is one of the most modern intelligent buildings in the Ortigas Business Center with electronically equipped


building utility systems. It is also a PEZA proclaimed "IT Building" under Presidential Proclamation No. 900 dated August 25, 2005 where the Bank occupies around 24,997.89 square meters. The Bank’s leased area including those units for lease, cover an estimated total area of 18,197.51 square meters. As of December 31, 2020, and 2019, the Bank and its subsidiaries paid P=231.8 million and ₱260.0 million in rentals, respectively, mainly for its branches. The list of properties owned by the Bank and bank owned branches are as follows:

A. List of Properties owned by the Bank as of December 31, 2020:

Union Bank of the Philippines

Name of Property Location Olongapo Branch 87 Magsaysay Drive, Olongapo City Cagayan De Oro Branch Lapasan National Highway Cagayan de Oro

City Iligan Branch Quezon Avenue, Iligan City Iloilo City Branch General Luna St.,Iloilo City Richville Branch (Southwest Tower) UGI and UG 4 Condo Units Alabang Zapote

Road Madrigal Business Park Alabang, Muntinlupa City

Emerald Branch Condo Unit-GID and parking lot B209 Wynsum Corporate Plaza Emerald Avenue, Ortigas Center Pasig City

Cabanatuan Branch P. Burgos St., Poblacion, Cabanatuan City Davao-Magsaysay Branch Cor Magsaysay Ave and E. Jacinto St. Davao

City Dumaguete Branch Building, Real corner San Juan Sts., Brgy. 7,

Dumaguete City Puerto Princesa Unionbank Bldg., along J.P. Rizal Avenue,

Brgy. Maningning, Puerto Princesa City, Palawan

Dasmarinas G. A. Cu-Unjieng Bldg., Q. Paredes St., corner Dasmarinas St., Binondo Manila

Antel Residences (Unit G-3) Floor Area 40.71

Unit G2 of Antel Residences, Makati Avenue, Makati City

Peak Tower (Condo Unit) 8th/9th Floor, Salcedo Village,Makati City Europa Mines View Flat Laussane #1506, Baguio City Monterraza Property #6 Jasmine St. Monterraza Subd., Itogon,

Baguio City Iloilo Business Park Brgy. Tabucan Airport, District of

Mandurriao, Iloilo City Ayala Integrated-Car Display Warehouse (From ROPA - ARG)

#138 Gen. Luis Along Nagkaisang Nayon cor. Pasacola St., Novaliches, Quezon City

City Savings Bank

Name of Property Address CitySavings Financial Plaza corner Osmena Boulevard & P. Burgos

Street, Barangay Nino, Cebu City Tagbilaran Carlos P. Garcia Avenue, Barangay

Pobalcion II, Tagbilaran City, Bohol ROPA Brgy. Dao, Tagbilaran City Aurora National Highway San Jose Aurora Isabela Cabatuan Purok 2 Centro Cabatuan, Isabela Cauayan Rizal Avenue corner Canciller Avenue,

Cauayan City, Isabela Diffun Purok 7 National Hiway, Andres Bonifacio,

Diffun, Quirino


Laoag National Highway, Brgy 51A, Nangalisan Laoag City, Ilocos Norte

Pasig U103 One Corporate Center Julia Vargas Ave. cor. Meralco, Ortigas Center, San Antonio Pasig City

Roxas Isabela Don Mariano Marcos Avenue Bantug Roxas Isabela / Leal Street, Brgy. Bantug, Roxas, Isabela

San Mateo Alicia Road Barangay 1, San Mateo, Isabela Sta. Ana National Highway Centro, Sta Ana, Cagayan Pasig City, NCR (Condo) U2408 Jollibee Plaza, F. Ortigas Jr. Avenue,

Ortigas Center, San Antonio, Pasig City Aparri, Cagayan Cagayan Valley Road, Brgy. Macanaya,

Aparri, Cagayan Sta. Rosa, Laguna Lakeside Evozone East II 3B Block9 Lot 3

Sta. Rosa, Laguna FAIR Bank

Name of Property Address Sta. Fe Branch Talisay, Sta. Fe, Cebu Daanbantayan Branch Osmena Street, Daanbantayan, Cebu Bogo Branch Dela Vina cor. J. Lequin Streets, Gairan,

Bogo City, Cebu FAIR Bank Pandan, Bogo City, Cebu

PetNet, Inc.

Name of Property Address PETNET Building J. Catolico Sr. Avenue. corner Mateo Rd.,

Brgy Lagao, Gen. Santos City Parañaque Warehouse 0029 Spratley Island St., Betterliving Subd.,

Don Bosco, MM/ Petnet Inc, 003-BL-011C Swaziland St., Brgy. Don Bosco, Betterliving Subd., Paranaque (2 LOTS)

UBP Investments Corp.

Name of Property Address Unionbank Centre-Manila Quintin Paredes St. Corner Dasmarinas St.,

Binondo, Manila Kingswood 285 Vito Cruz Extension cor. Metropolitan

Ave., Makati Bangko Kabayan

Name of Property Address Executive Office And Ibaan Branch Santiago St., Poblacion, Ibaan, Batangas Executive Office Sabang, Lipa City, Batangas San Pascual Branch San Antonio, San Pascual, Batangas Cuenca Branch National Road, Poblacion, Cuenca, Batangas Rosario Branch Barangay C, Poblacion, Rosario, Batangas Mabini Branch F. Castillo Blvd., Poblacion, Mabini Batangas San Juan Branch General Luna St., Poblacion, San Juan,

Batangas Nasugbu Branch P. Rinoza St., Poblacion, Nasugbu, Batangas Calaca Branch Marasigan St., Poblacion, Calaca, Batangas Pagsanjan Branch Gen. Taino St., Poblacion 1, Pagsanjan,

Laguna Nagcarlan Branch Rizal Avenue, Poblacion 2, Nagcarlan,


Laguna Lian Property Brgy. Lumaniag, Lian, Batangas Taal Property Balisong, Taal, Batangas Pallocan East Property G.C. Berberabe Subd., Pallocan East,

Batangas Calamba Property Brgy. Punta, Calamba City Calatagan Property Carretunan, Calatagan, Batangas Pinagsanjan Property Conchita Ville Subdivision, Brgy.

Pinagsanjan, Pagsanjan, Laguna San Pascual Property Sambat, San Pascual Batangas Oriental Mindoro Property Malugay, Soccoro, Oriental Mindoro Mabini Property Solo, Mabini, Batangas Lipa City Property Brgy. Bolbok, Lipa City, Batangas San Pablo Property San Francisco, San Pablo City Sta. Cruz Property Sto. Angel Norte, Sta. Cruz, Laguna Nasugbu Property Brgy. Landing, Nasugbu, Batangas Ibaan Property Tulay, Ibaan, Batangas Lipa City Property Brgy. Tangob, Lipa City, Batangas Ibaan Property Pangao, Ibaan, Batangas Nasugbu Property Poblacion, Nasugbu, Batangas Pallocan Property Pallocan, Batangas City Balayan Property Sampaga, Balayan, Batangas

Progressive Bank

Name of Property Address Jaro Branch E. Lopez St., Jaro, Iloilo City Head Office and Branch Del Rosario St., Balasan, Iloilo Pototan Branch Brgy. Rumbang, Pototan, Iloilo Barotac Nuevo, Iloilo Property Guintas, Barotac Nuevo, Iloilo Tanqui, Roxas City Property St. Francis Subdivision, Tanque, Roxas City Sara, Iloilo Property Brgy. Crespo, Sara, Iloilo Lanot Property Brgy Lanot, City of Roxas Cabatuan, Iloilo Property Brgy. Gaub, Cabatuan, Iloilo Oton, Iloilo Property Poblacion South, Oton, Iloilo Carles, Iloilo Property Poblacion, Carles, Iloilo

B. List of bank-owned branches as of December 31, 2020:


Branch Name Address

Olongapo Branch 87 Magsaysay Drive, Olongapo City Cagayan De Oro Branch Lapasan National Highway, Cagayan de Oro

City Iligan Branch Quezon Avenue, Iligan City Iloilo City Branch General Luna St., Iloilo City Richville Branch (Southwest Tower) UGI and UG 4 Condo Units, Alabang Zapote

Road, Madrigal Business Park, Alabang, Muntinlupa City

Emerald Branch

Condo Unit-GID and Parking Lot B209 Wynsum Corporate Plaza, Emerald Avenue, Ortigas Center, Pasig City

Cabanatuan Branch P. Burgos St., Poblacion, Cabanatuan City Davao-Magsaysay Branch Cor Magsaysay Ave and E. Jacinto St.,

Davao City Dumaguete Branch Building, Real corner San Juan Sts., Brgy 7,

Dumaguete City


Puerto Princesa Unionbank Bldg. along J.P. Rizal Avenue, Brgy. Maningning, Puerto Princesa City, Palawan

Dasmarinas G. A. Cu-Unjieng Bldg., Q. Paredes St., corner Dasmarinas St., Binondo, Manila

Antel Residences (Unit G-3) Floor Area 40.71

Unit G2 of Antel Residences, Makati Avenue, Makati City

Unionbank Plaza UnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road, Ortigas Center, Pasig City

City Savings Bank

Branch Name Address

HO / Sto. Nino Branch corner Osmena Boulevard & P. Burgos Street, Barangay Nino, Cebu City

Tagbilaran Branch Carlos P. Garcia Avenue, Barangay Poblacion II, Tagbilaran City, Bohol

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

Cauayan City, Isabela Diffun Purok 7 National Hiway, Andres Bonifacio,

Diffun, Quirino Laoag National Highway Brgy. 51A, Nangalisan

Laoag City, Ilocos Norte Pasig U103 One Corporate Center, Julia Vargas

Ave. cor. Meralco, Ortigas Center, San Antonio, Pasig City

Roxas Isabela Don Mariano Marcos Avenue, Bantug, Roxas Isabela

San Mateo Alicia Road Barangay 1, San Mateo, Isabela Sta. Ana National Highway Centro, Sta Ana, Cagayan

FAIR Bank

Branch Name Address

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

Bogo City, Cebu Bangko Kabayan

Branch Name Address

Executive Office and Ibaan Branch Santiago St., Poblacion, Ibaan, Batangas

San Pascual Branch San Antonio, San Pascual, Batangas Cuenca Branch National Road, Poblacion, Cuenca, Batangas Rosario Branch Barangay C, Poblacion, Rosario, Batangas Mabini Branch F. Castillo Blvd., Poblacion, Mabini, Batangas San Juan Branch General Luna St., Poblacion, San Juan,

Batangas Nasugbu Branch P. Rinoza St., Poblacion, Nasugbu, Batangas Calaca Branch Marasigan St., Poblacion, Calaca, Batangas Pagsanjan Branch Gen. Taino St., Poblacion 1, Pagsanjan,

Laguna Nagcarlan Branch Rizal Avenue, Poblacion 2, Nagcarlan,

Laguna


Progressive Bank

Branch Name Address Jaro Branch E. Lopez St., Jaro, Iloilo City Kabulig Center Branch Del Rosario St., Balasan, Iloilo Pototan Branch Brgy. Rumbang, Pototan, Iloilo

There are also Bank premises which are being leased. The list of leased branches of the Bank is attached hereto as Annex “C”. All the facilities are in good condition. Likewise, there are no properties owned by the Bank that are mortgaged to third parties nor are there adverse claims on such properties. The Bank has plans of purchasing properties for branch locations, if possible. However, there are no concrete steps taken to date regarding actual land purchase for branches in the next 12 months. Legal Proceedings The Bank is not aware of any of the following events wherein any of its directors, nominees for election as director, executive officers, underwriter or control person were involved during the past five (5) years:

any bankruptcy petition filed by or against any business of which a director, person

nominated to become a director, executive officer, or control person of the Corporation was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction by final judgment in a criminal proceeding or being subject to a

pending criminal proceeding of any director, person nominated to become a director, executive officer, or control person of the Bank;

any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director, person nominated to become a director, executive officer, or control person of the Corporation in any type of business or banking activities.

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

There were no matters submitted to a vote of security holders during the fourth quarter covered by this report. As of February 28, 2021, the Bank has only Common shares with foreign equity ownership of 16,191,317 or 1.33% of the total subscribed capital stock. Item 2. Market for Registrant’s Common Equity and Related Stockholder Matters

(1) Market Information

UnionBank’s shares were officially listed and first traded at the Philippine Stock Exchange on May 21, 1992. The price performance of the shares has been as follows:

(Philippine Peso) High Low As of March 9, 2021 74.20 74.00 Quarter Ended December 31, 2020 71.90 54.20 Quarter Ended September 30, 2020 54.95 52.00 Quarter Ended June 30, 2020 58.00 49.00


Quarter Ended March 31, 2020 63.90 51.40 Quarter Ended December 31, 2019 61.50 57.00 Quarter Ended September 30, 2019 62.30 59.00 Quarter Ended June 30, 2019 64.05 57.00 Quarter Ended March 31, 2019 65.95 58.00

(2) Holders The Bank has 4,968 shareholders of record as of February 28, 2021. The number of common shares outstanding as of said date stood at 1,219,362,818. Top 20 Stockholders of the Bank as of February 28, 2021:

STOCKHOLDERS NATIONALITY SHARES Percentage

1 ABOITIZ EQUITY VENTURES, INC. FILIPINO 511,581,606 41.95%

2 PCD NOMINEE CORPORATION FILIPINO 210,268,323 17.24%

3 THE INSULAR LIFE ASSURANCE CO., LTD.

FILIPINO 198,274,191 16.26%

4 SOCIAL SECURITY SYSTEM FILIPINO 153,464,480 12.59%

5 SOCIAL SECURITY SYSTEM (1) FILIPINO 32,921,222 2.70%

6 PCD NOMINEE CORPORATION OTHER ALIEN 15,436,689 1.27%

7 RAMON ABOITIZ FOUNDATIONS, INC.

FILIPINO 4,671,450 0.38%

8 SANFIL MANAGEMENT CORPORATION

FILIPINO 3,577,693 0.29%

9 JUSTO A. ORTIZ FILIPINO 3,229,061 0.26%

10 BAUHINIA MANAGEMENT, INC. FILIPINO 1,905,667 0.16%

11 DOMINUS CAPITAL, INC. FILIPINO 1,794,436 0.15%

12 FMK CAPITAL PARTNERS, INC. FILIPINO 1,732,739 0.14%

13 WINDEMERE MANAGEMENT CORPORATION

FILIPINO 1,712,993 0.14%

14 ALPHITONIA MANAGEMENT, INC. FILIPINO 1,710,403 0.14%

15 ANDROLEPIS MANAGEMENT, INC. FILIPINO 1,710,401 0.14%

ANACYCLUS MANAGEMENT, INC. FILIPINO 1,710,401 0.14%

ALDROVANDA MANAGEMENT, INC. FILIPINO 1,710,401 0.14%

16 DONYA I MANAGEMENT CORP. FILIPINO 1,705,073 0.14%

17 HAWK VIEW CAPITAL, INC. FILIPINO 1,676,187 0.14%

PORTOLA INVESTORS, INC. FILIPINO 1,676,187 0.14%

18 CIA MANAGEMENT CORPORATION FILIPINO 1,587,401 0.13%

ASPIRA MANAGEMENT, INC. FILIPINO 1,587,401 0.13%

FORTES MANAGEMENT, INC. FILIPINO 1,587,401 0.13%

19 AZURA MANAGEMENT, INC. FILIPINO 1,587,399 0.13%

20 LUIS MIGUEL O. ABOITIZ FILIPINO 1,547,777 0.13%

Level of the Bank’s Public Float Pursuant to the Minimum Public Ownership (MPO) Rule of the PSE As of February 28, 2021, the public ownership percentage representing the total number of shares owned by public in the Bank’s shareholdings, computed based on the MPO Rule of the PSE is 31.67%.

(3) Dividends


In accordance with the Bank’s By-Laws, the Board of Directors shall determine and declare dividends each year out of prior year’s net income after tax, payable out of the Bank’s unrestricted retained earnings, subject to prior approval by the relevant authorities as may be required.

The following is a summary of the dividends declared and distributed by the Bank in 2020, 2019 and 2018:

Date of

Declaration Date of Record Date of

BSP Approval

Date of Payment

Dividend per

Share

Outstanding Shares

Total Amount

January 24, 2020 February 7, 2020 N/A February 24, 2020 3.50 1,218,471,467 P=4,264,650January 25, 2019 February 11, 2019 N/A February 28, 2019 1.90 1,217,149,512 P=2,312,584January 26, 2018 February 12, 2018 N/A February 27, 2018 1.90 1,058,343,929 P=2,010,853

On January 29, 2021, the Bank’s Board of Directors approved the declaration of cash dividends at P=3.50 per share or a total of P=4,267,770 based on the outstanding common stock of 1,219,362,818 shares as of January 29, 2021. Record date for stockholders entitled to the cash dividend is February 15, 2021 and payment is expected to be made on March 4, 2021.

In compliance with BSP regulations, the Bank ensures that adequate reserves are in place for future bank expansion requirements. The foregoing cash dividend declarations were made within the BSP’s allowable limit for dividends. (4) Recent Sales of Unregistered Securities (within the past 3 years)

On December 9, 2020, the Bank issued and listed on the Philippine Dealing and Exchange Corporation (“PDEx”) its Php9.0 billion Dual-Tranche Fixed Rate Bonds, i.e. 3-year and 5.25-year Bonds. This was the third issuance of the Bank under its Php39.0 billion Bonds program. The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) and Standard Chartered Bank (“SCB”) were the Joint Lead Arrangers and Bookrunners on the transaction. They were also the Selling Agents for the offering together with UnionBank. Consideration amounted to P=8,987,413,094.27. On October 22, 2020, the Bank issued US dollar-denominated Regulation S only offering 5-year Senior Unsecured Notes, a drawdown from its US$2 billion Medium Term Notes Programme, which was updated and upsized on October 2, 2020. The Notes were issued at an aggregate principal amount of USD300MM and were listed on the Singapore Exchange Securities Trading Limited. Citigroup, MUFG, and SCB acted as Joint Bookrunners for the issuance. Consideration amounted to USD297.954 million.

On February 24, 2020, the Bank issued and listed on PDEx its Php6.8 billion Unsecured Subordinated Notes Qualifying as Tier 2 Capital Due 2030 under its BSP-approved issuance of Php20.0 billion Unsecured Subordinated Notes Qualifying as Tier 2 Capital. SCB and HSBC acted as Joint Lead Arrangers, Bookrunners and Selling Agents for the issuance, alongside the Bank who acted as the Limited Selling Agent. Consideration amounted to P=8,957,410.76. On June 3, 2019, the Bank issued and listed on PDEx its P=5.8 billion Series B Fixed Rate Bonds Due 2022. This was the second issuance of the Bank under its P=20.0 billion multi-tranche bond and commercial paper program. HSBC and ING Bank N.V. Manila Branch (ING) acted as Joint Lead Managers and Bookrunners for the transaction. HSBC and ING were also Selling Agents alongside the Bank. Consideration amounted to P=7,713,478.13.

On December 7, 2018, the Bank issued and listed on the PDEx its P=11.0 billion Fixed Rate Bonds Due 2020 under the Bank’s Php20.0 billion multi-tranche bond and commercial paper program. HSBC and SCB acted as the Joint Lead Arrangers and Bookrunners on the transaction. They were also the Selling Agents on the offering together with the Bank. Consideration amounted to P=14,090,924.73.

On February 21, 2018, the Bank issued and listed on PDEx its P=3.0 billion worth of Long-Term Negotiable Certificates of Time Deposit (LTNCD) Tranche 1. The offering of LTNCD was to improve the Bank’s deposit maturity profile and support business


expansion plans. SCB acted as the Sole Lead Arranger and Bookrunner for the issuance, and also acted as a Selling Agent, together with the Bank and Multinational Investment Bancorporation. Consideration amounted to P=3,879,746.24.

All the above issued securities were exempt securities under Section 9.1 (e) (Exempt Securities) of the Securities Regulation Code (SRC), i.e. any security issued by a bank except its own shares of stock. In 2019 and 2020, UnionBank issued 460,049 and 861,906 common shares, respectively, to its eligible employees out of the 5,000,000 common shares pursuant to the Bank’s Employee Stock Plan. On January 29, 2021, the Bank issued 891,351 common shares to its eligible employees pursuant to the Bank’s Employee Stock Plan. These issuances were exempt from registration under Section 10.2 (Exempt Transactions) of the SRC.

On September 28, 2018, the Bank issued and listed on The Philippine Stock Exchange, Inc. a total of 158,805,583 common shares following the completion of its P=10.0 billion stock rights offering. The offer period ended on September 21, 2018. Eligible shareholders of the Bank were entitled to a ratio of 1:6.6644 common shares as of record date of September 3, 2018 at a price of Php62.97 each. Total gross proceeds is Php9,999,987,561.51. Amalgamated Investment Bancorporation served as Domestic Underwriter of the issuance. The issuance was exempt from registration under Section 10.1 (e) (Exempt Transactions) of the SRC.

Item 3. Management’s Discussion and Analysis or Plan of Operation Statement of Income for the Year Ended December 31, 2020 vs December 31, 2019 Union Bank of the Philippines posted a net income of Php11.6 billion for the year ended December 31, 2020. This is 17.4% lower than last year due to the significantly higher reserves set aside in response to the effects of the COVID crisis on the Bank’s credit portfolio. Topline revenues, however, were at an all-time high of Php42.1 billion driven by the 28.6% expansion of net interest income to Php28.7 billion. Net interest income growth was attributed to higher margins (up 76bps to 4.7%) due to: 1) robust CASA growth, 2) reduced funding cost given the low interest rate environment, and 3) shift to high-yielding loans (i.e., consumer, SME, and commercial) amid the subdued demand for corporate loans. Higher fee income and strong trading gains also boosted topline revenues. Total interest income increased by 0.6% to Php38.6 billion from Php38.4 billion in the previous year. Interest income on loans and other receivables and interest income on trading securities at fair value through profit or loss (FVTPL) went up by 3.0% and 23.7% to Php28.9 billion and Php524.3 million, respectively, due to higher average volume levels despite lower yields YoY. The higher average volume of loans in particular, was driven by the expansion of the Parent Bank’s commercial loans (up 21%), SME loans (up 9%), and consumer loans (up 22%) mostly composed of home loans. Interest income on cash and cash equivalents also increased by 5.4x to Php1.0 billion due to higher average volume levels and higher yields. Interest income on investment securities at amortized cost and fair value through other comprehensive income (FVOCI) declined by 14.8% to Php8.1 billion driven by lower yields and lower average volumes, while interest income on interbank loans receivables went down by 61.3% Php95.9 million due to lower yields despite higher average volumes year-on-year. Total interest expense went down by 38.5% to Php9.8 billion from Php16.0 billion in the same period last year mainly driven by the lower interest expense on deposit liabilities (down 44.7% to Php5.6 billion). This was attributed to the robust growth of low-cost CASA deposits and reduced funding cost coming from BSP’s policy rate and reserve requirement ratio cuts in 2020. Interest expense on bills payable and other liabilities also declined by 27.8% to Php4.2 billion on lower short-term borrowings and lower funding cost. As a result of the foregoing, net interest income amounted to Php28.7 billion, 28.6% higher than Php22.3 billion earned last year.


In response to the adverse effects of the COVID crisis on the Bank’s loan portfolio, provision for loan losses were increased to Php8.4 billion, 4.5x higher than Php1.9 billion last year. Total other income was at Php13.4 billion, 6.8% lower than the previous year. This is primarily due to the lower gain on sale of investment securities at amortized cost during the year at Php5.1 billion vs. Php7.1 billion in the previous year. Miscellaneous income was also down by 29.9% to Php2.1 billion from Php3.0 billion in 2019 from lower foreign exchange gains and gains on property sale in the previous year. Meanwhile, service charges, fees, and commissions rose by 20.0% to Php2.3 billion due to higher transaction volumes across the Parent Bank and subsidiaries. Gains on trading and investment securities at FVTPL and FVOCI also went up by 63.1% to Php3.8 billion. Total expenses grew by a single digit (5.2%) to Php21.4 billion as increases from volume-related costs were partially offset by the modest growth of controllable expenses. Taxes and licenses were up by 14.8% to Php3.5 billion due to higher revenue-related gross receipt taxes and documentary stamp taxes from increased deposit volume. Occupancy went down by 6% to Php904.8 million from reduced branches and lower head office utility expenses attributable to the Bank’s work-from-home arrangement amid COVID. Miscellaneous expenses, on the other hand, grew by 12.9% to Php7.7 billion on account of higher PDIC insurance from higher deposit volume, information and technology expenses, and provision of impairment on goodwill. Tax expense amounted to Php781.4 million, 58.0% higher from Php494.5 million last year due to the Bank’s higher final taxes from securities and BSP placements, as well as higher taxable income of the Bank’s subsidiary. Net income attributable to non-controlling interests increased to Php7.5 million, 2.3x higher than in 2019. Statement of Comprehensive Income for the Year Ended December 31, 2020 vs December 31, 2019 The Bank posted a total comprehensive income of Php11.1 billion for 2020, 18.6% lower than Php13.6 billion posted in the same period a year ago. This was primarily driven by the lower net income in 2020 and the effect of the realized gains on sale of investment securities at FVOCI at Php3.0 billion which equally offset the Php3.0 billion higher fair market value gains on investment securities at FVOCI. Remeasurement losses on defined benefit plan declined by 12.8% to Php634.6 million based on actuarial adjustments. Statement of Condition as of December 31, 2020 vs December 31, 2019 UnionBank ended 2020 with total resources amounting to Php774.5 billion, 0.5% higher than previous year’s Php770.8 billion as the decline in loans and other receivables were partially offset by the increase in trading and investment securities, as well as higher balances in due from Bangko Sentral ng Pilipinas (BSP) accounts. Due from BSP accounts went up by 40.8% to Php103.9 billion from Php73.7 billion last year due to increased special deposit account (SDA) placements. Due from other banks, on the other hand, declined by 7.0% to Php68.5 billion from lower working balances with foreign correspondent banks. Interbank loans receivable was nil in 2020 as the Bank’s excess liquidity were deployed to other asset classes. Total trading and investment securities grew by 17.3% to Php205.4 billion driven by the build-up of financial assets at FVTPL and FVOCI which increased by 2.3x and 5.5x to Php18.4 billion and Php31.2 billion, respectively. Financial assets at amortized cost, on the other hand, dropped by 3.6% to Php155.8 billion. Loans and other receivables amounted to Php339.5 billion, 13.5% lower than the same period last year largely driven by reduced demand for corporate loans. The Bank’s loan-to-deposit ratio was recorded at 64.3%.


Investment in subsidiaries and associates went up 60.5% to Php255.3 million due to investments made by the Bank’s subsidiary, UBX. Other assets also rose by 7.2% to Php16.7 billion driven by higher deferred tax assets on account of increased reserves set up during the period. Total liabilities were at Php669.3 billion as of December 31, 2020, lower by 0.5% driven by bills payable which declined by 48.4% to Php54.2 billion from Php105.1 billion on lower short-term funding requirements compared to 2019. Other liabilities also decreased by 19.3% to Php27.4 billion from lower bills purchased, pre-need reserves, and payment orders payable. Deposit liabilities, on the other hand, increased by 9.0% to Php527.8 billion driven by higher demand and savings volumes which were up by 17.2% and 37.4% to Php159.8 billion and Php99.0 billion, respectively. Notes and bonds payable also grew by 21.3% to Php59.9 billion from Php49.3 billion in the previous year attributed to the issuance of USD300 million medium term notes in October 2020 and Php9.0 billion corporate bonds in December 2020. The Bank’s total capital funds rose by 7.0% to Php104.4 billion as of December 31, 2020 from Php97.5 billion as of end-December 2019 mainly due to the increase in surplus free to Php77.1 billion from Php67.9 billion from the Bank’s earnings. Meanwhile, surplus reserves declined by 42.5% to Php2.6 billion from Php4.6 billion largely on account of lower amount in required appropriation, while accumulated remeasurements of defined benefit plan recorded a negative balance of Php1.8 billion based on actuarial adjustments. Key performance indicators of the Bank are as follows: 2020 2019 Return on Average Assets 1.5% 1.9% Return on Average Equity 11.5% 15.3% Cost-to-Income Ratio 50.8% 55.4% Net Non-Performing Loan Ratio 3.2% 1.8% Capital Adequacy Ratio 17.0% 15.3% The manner by which the Bank calculates the above indicators is as follows:

Return on Average Assets: Net income divided by average total resources for the period indicated

Return on Average Equity: Net income divided by average total capital funds for the period indicated

Cost-to-Income Ratio: Total operating expenses divided by the sum of net interest income and other income

Net Non-Performing Loan Ratio: (Total non-performing loans less specific loan loss reserves for NPL) divided by (total loans inclusive of interbank loans receivables)

Capital Adequacy Ratio: Total qualifying capital divided by total risk-weighted assets (inclusive of credit, market and operational risk charge)

Material Commitment for Capital Expenditures The Bank allotted more than Php2.0 billion in capital expenditures in 2021 primarily intended to further accelerate and enhance digital capabilities, as well as construct an innovation hub. As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those already disclosed elsewhere or presented in the accompanying audited financial statements:

Any known trends, demands, commitments, events or uncertainties that will have a material impact on the issuer’s liquidity.

Any events that will trigger direct or contingent financial obligation, including any default or acceleration of an obligation.

Any material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company.


Any known trends, events or uncertainties that have had or that are reasonably expected` to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations.

Any significant elements of income or loss that did not arise from the issuer’s continuing operations.

Any seasonal aspects that had a material effect on the financial condition or results of operations.

Statement of Income for the Year Ended December 31, 2019 vs December 31, 2018 Union Bank of the Philippines posted a record high net income of Php14.0 billion for the year ended December 31, 2019, double than last year’s net income of Php6.9 billion. The higher earnings performance was driven by strong topline revenues coming from the robust growth of the Bank’s earning assets (mostly attributed to the growth of higher-yielding retail and SME loan segments), improvement of margins in 2019, and higher non-interest income components such as fees, trading gains, and miscellaneous income. Total interest income increased by 21.3% to Php38.4 billion from Php31.6 billion recorded in the comparable period a year ago. Interest income on loans and other receivables, investment securities at amortized cost and fair value through other comprehensive income (FVOCI), trading securities at fair value through profit or loss (FVTPL), as well as interbank loans receivable were up by 19.5%, 21.1%, 11.6x, and 2.3x to Php28.0 billion, Php9.5 billion, Php423.7 million, and Php247.5 million, respectively, due to higher average volume levels and yields. The higher average volume of loans and receivables, particularly, was driven by the robust growth of Parent Bank’s credit cards business (up 35% YoY), consumer loans which includes mortgage loans (up 31% YoY), businessline or SME loans (up 40% YoY), and commercial loans (up 16% YoY). Interest income on cash and cash equivalents, on the other hand, declined by 9.3% to Php188.1 million attributed to lower average volumes despite higher average yields. Total interest expense went up by 37.7% to Php16.0 billion from Php11.6 billion in the same period last year. The higher interest expense on deposit liabilities was driven by the higher average rate of deposits. The higher interest expense on bills payable and other liabilities, on the other hand, is attributed to the increase in short term borrowings, as well as the issuance of corporate bonds totaling Php16.8 billion during the year primarily intended to lengthen the maturity profile of the Bank’s liabilities in compliance with BSP’s liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) requirements. As a result of the foregoing, net interest income amounted to Php22.3 billion, 11.7% higher than Php20.0 billion earned last year. The Bank also set aside Php1.9 billion for impairment losses, 2.2x higher than Php856.0 million last year. Total other income jumped by 2.6x to Php14.3 billion from the Php5.5 billion earned in the same period a year ago primarily driven by the Bank’s gain on sale of investment securities at amortized cost amounting to Php7.1 billion, as well as gain on trading and investment securities at FVTPL and FVOCI of Php2.3 billion. Service charges, fees, and commissions also increased by 24.4% year-on-year (YoY) to Php2.0 billion driven by the higher transaction volumes across the Parent Bank and its subsidiaries. Miscellaneous income further rose by 25.8% to Php3.0 billion from Php2.4 billion a year ago due to higher foreign exchange gains, as well as gains on property sale. Total expenses were at Php20.3 billion, up by 21.7% from Php16.7 billion in 2018. Salaries and employee benefits amounted to Php8.1 billion from Php5.7 billion last year on compensation-related increases and manpower expenses from recent acquisitions (PR Savings Bank and Petnet). Taxes and licenses were up by 19.1% to Php3.1 billion from Php2.6 billion from higher volume-related gross receipt taxes. Depreciation and amortization, as well as occupancy, also rose by 23.5% and 13.3% to Php1.4 billion and Php962.3 million, respectively, mainly driven by the consolidation of PR Savings Bank and Petnet. Meanwhile, miscellaneous expenses increased by 6.4% to Php6.9 billion on account of higher information and technology expenses, advertising and publicity expenses, as well as inclusion of other expenses from acquisitions.


Tax expense amounted to Php494.5 million, 52.4% lower from Php1.0 billion in the same period last year due to the application of deferred tax benefit. Net losses attributable to non-controlling interests was at Php22.6 million in 2019 from Php1.1 million in 2018. Statement of Comprehensive Income for the Year Ended December 31, 2019 vs December 31, 2018 The Bank posted a total comprehensive income of Php13.6 billion for 2019, 90.6% higher than the Php7.1 billion posted in the same period a year ago. The higher amount year-on-year was primarily driven by the higher net income in 2019 at Php14.0 billion, as well as the higher fair market value gains on investment securities at FVOCI at Php1.1 billion compared to last year. Statement of Condition as of December 31, 2019 vs December 31, 2018 UnionBank ended 2019 with total resources amounting to Php770.8 billion, 15.1% higher than previous year’s Php669.5 billion mainly attributed to the robust growth of loans and other receivables, as well as higher balances in due from other banks and due from Bangko Sentral ng Pilipinas (BSP) accounts. Cash and other cash items decreased by 21.4% to Php8.6 billion due to lower cash requirements compared to end-December 2018. Due from Bangko Sentral ng Pilipinas (BSP) increased by 30.5% to Php73.7 billion from Php56.5 billion last year due to increased special deposit account (SDA) placements from higher deposit levels. Due from other banks also rose by 4.9x to Php73.7 billion from higher working balances with foreign correspondent banks. Interbank loans receivable amounted to Php213.1 million in 2019 as the Bank’s excess liquidity were placed in other banks. Total trading and investment securities were down by 19.7% to Php175.2 billion from Php218.3 billion driven by the reduction of investment securities at amortized cost, as well as investment securities at FVOCI by 19.2% and 42.4% to Php161.7 billion and Php5.7 billion, respectively. Trading and investment securities at FVTPL also declined by 5.0% to Php7.9 billion compared to Php8.3 billion last year. Loans and other receivables grew robustly by 20.6% to Php392.6 billion anchored on the growth across the Parent Bank’s customer loan businesses to include credit cards (up 35% YoY), consumer loans mainly comprised of mortgage loans (up 31% YoY), SME banking (up 40% YoY), and commercial loans (up 16% YoY). With this, the Bank’s loans-to-deposit ratio increased to 81.1% in 2019 from 77.4% in 2018. Investment in subsidiaries and associates increased by 5.4x to Php159.1 million driven by UBX’ various investments. Bank premises, furniture, fixtures, and equipment grew by 27.2% to Php6.5 billion mainly due to the adoption of PFRS 16 accounting standards on leases, which resulted in the recognition of the right-of-use of assets relating to the present value of lease obligations. Moreover, other assets went up by 20.5% to Php15.6 billion driven by higher deferred tax assets and software assets. Total liabilities were at Php672.8 billion as of December 31, 2019, up by 15.4% compared to Php582.8 billion at end-December 2018. Total deposits grew by 15.1% to Php484.3 billion from Php420.7 billion in the same period a year ago primarily on account of higher time and demand deposits which increased by 19.7% and 14.3% to Php273.0 billion and Php136.3 billion, respectively. Long-term negotiable certificate of deposits, on the other hand, were halved to Php3.0 billion in 2019 due to the maturity of the Bank’s Php3.0 billion LTNCDs in April 2019 which were issued in October 2013. Bills payable increased by 15.5% to Php105.1 billion from Php91.0 billion on higher short-term funding requirements. Notes and bonds payable were also higher by 10.8% to Php49.3 billion mainly attributed to the issuance of corporate bonds during the year intended to lengthen the Bank’s maturity profile in compliance with BSP’s LCR and NSFR requirements. Meanwhile, Other liabilities grew by 27.7% to Php34.0 billion from Php26.6 billion in the same period a year ago driven by higher bills purchases, accrued taxes and


other expenses, as well as inclusion of lease liabilities due to PFRS 16 accounting standards. The Bank’s total capital funds rose by 13.1% to Php98.0 billion as of December 31, 2019 from Php86.7 billion as of end-December 2018 mainly due to the increase in surplus free to Php67.9 billion from Php57.2 billion, in view of the Bank’s higher earnings. Surplus reserves also increased by 31.3% to Php4.6 billion largely on account of the appropriation for the difference between BSP’s required 1% general loan loss provision (GLLP) over the Bank’s computed expected credit loss (ECL) allowance for stage 1 accounts. Accumulated remeasurements of defined benefit plan, on the other hand, was recorded with a negative balance of Php1.4 billion based on actuarial adjustments. Key performance indicators of the Bank are as follows: 2019 2018 Return on Average Assets 1.9% 1.1% Return on Average Equity 15.3% 8.8% Cost-to-Income Ratio 55.4% 65.6% Net Non-Performing Loan Ratio 1.8% 2.3% Capital Adequacy Ratio 15.3% 15.2% The manner by which the Bank calculates the above indicators is as follows:






As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those already disclosed elsewhere or presented in the accompanying audited financial statements:




Any material commitments for capital expenditures, the general purpose of such commitments and the expected sources of funds for such expenditures.

Any known trends, events or uncertainties that have had or that are reasonably expected` to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations.



Statement of Income for the Year Ended December 31, 2018 vs December 31, 2017 Union Bank of the Philippines registered a net income of Php6.9 billion for the year ended December 31, 2018. The 13.1% decline from previous year’s net income was due to the following: lower income contribution by the Bank’s subsidiary, City Savings Bank, attributed to the delay in the renewal of its automatic payroll deduction system (APDS) memorandum of agreement with the Department of Education by seven months; margin compression from the higher interest rate environment in 2018; and compliance with new


liquidity regulations which prompted the Bank to issue long-term liabilities starting last quarter of 2017.

The Bank’s total equity also grew by Php17.2 billion to Php86.7 billion driven by the net proceeds from the Bank’s stock rights offering in September 2018 and growth in retained earnings arising from the Bank’s net income for the year, expected credit loss (ECL) adjustments from PFRS9 adoption, other comprehensive income, and non-controlling interest in Petnet. Total interest income increased by 14.1% to Php31.6 billion from Php27.7 billion recorded in the comparable period a year ago. Interest income on loans and other receivables and interest income on investment securities at amortized cost and fair value through other comprehensive income (FVOCI) were up by 13.2% and 17.7% to Php23.4 billion and Php7.8 billion, respectively, due to higher average volume levels and yields. Interest income on interbank loans receivable was also higher by 15.6% to Php107.3 million due to higher average yields. Interest income on cash and cash equivalents and interest income on trading securities at FVPL, on the other hand, were down by 6.7% and 30.1% to Php207.5 million and Php36.6 million, respectively, driven by lower average volumes.

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

As a result of the foregoing, net interest income amounted to Php20.0 billion, 3.8% lower from the Php20.8 billion earned in 2017. The Bank also set aside Php856.0 million for impairment losses for 2018.

Total other income amounted to Php5.5 billion for the year, 26.6% higher from the Php4.3 billion earned in the same period a year ago. Gain on trading and investment securities at FVTPL and FVOCI was recorded at Php1.4 billion, as the Bank recognized gains from sale of securities portfolio under the amended PFRS 9. The Bank also recognized gains on sale of investment securities at amortized cost amounting to Php152.2 million from the Bank’s participation in a bond exchange offering initiated by the issuer during the first quarter of the year. Meanwhile, service charges, fees, and commissions increased by 10.7% to Php1.6 billion driven by higher transaction fees and commissions from the Bank’s bancassurance business. Miscellaneous income, on the other hand, was lower by 10.6% to Php2.4 billion from Php2.6 billion a year ago mainly driven by lower gain on sale of investment properties and lower trust fund income.

Total expenses amounted to Php16.7 billion, up by 18.7% from the Php14.1 billion incurred in 2017. Salaries and employee benefits rose by 8.4% to Php5.7 billion from Php5.3 billion on higher manpower count mainly coming from the sales and marketing units due to business expansion. Taxes and licenses increased to Php2.6 billion from Php2.1 billion from higher documentary stamp taxes driven by higher rates from the implementation of the TRAIN law. Depreciation and amortization went up by 12.8% to Php1.1 billion while occupancy increased by 15.6% to Php849.5 million on higher cost of lease contracts. Miscellaneous expenses also increased by 29.6% to Php6.4 billion from Php5.0 billion on higher information technology-related costs, advertising and publicity expenses, and management and professional fees. Tax expense amounted to Php1.0 billion, 53.7% lower than Php2.2 billion in the same period last year, in view of lower taxable income of the Bank’s subsidiary. Net losses attributable to non-controlling interests was at Php1.1 million from a net income of Php8.7 million in the previous year driven by other subsidiaries. Statement of Comprehensive Income for the Year Ended December 31, 2018 vs December 31, 2017 The Bank posted a total comprehensive income of Php7.1 billion for 2018, 9.4% lower than the Php7.9 billion recorded in the same period last year. This was driven by the lower net


income for the year at Php6.9 billion. The Bank’s mark-to-market gains on reclassified investment securities at Php1.6 billion, as well as the higher remeasurement gains on defined plan, net of tax, at Php189.8 million increased the Bank’s total comprehensive income but were offset by realized gains on sale of investment securities at FVOCI at Php1.5 billion. Statement of Condition as of December 31, 2018 vs December 31, 2017 UnionBank’s total resources as of December 31, 2018 amounted to Php669.5 billion, 8.4% higher compared to the Php617.6 billion reported as of December 31, 2017 primarily driven by increases in loans and other receivables and investment securities at amortized cost. Cash and other cash items increased to Php10.9 billion from Php6.6 billion due to higher cash requirements vs. end-December 2017. Due from Bangko Sentral ng Pilipinas (BSP) declined to Php56.5 billion from Php66.3 billion due to the deployment of funds to higher yielding securities and loans, as well as the lower reserve requirements prescribed by the BSP in 2018. Due from other banks also decreased to Php14.9 billion from lower working balances with foreign correspondent banks, while excess liquidity was fully deployed to other asset classes which is why Interbank loans receivable did not have any balance as of December 31, 2018. Holdings of trading and investment securities was up by 28.6% to Php218.3 billion from Php169.7 billion as the Bank continued to build-up its investment securities at amortized cost, which increased by 20.2% to Php200.2 billion. Investment securities at FVOCI rose to Php9.8 billion from Php43.8 million as a portion of investment securities at amortized cost was reclassified to the said category, following the adoption of the full version of PFRS 9. Investment securities at FVPL also increased to Php8.3 billion from Php3.2 billion due to the purchase of such securities. Loans and receivables grew by 16.4% to Php326.2 billion anchored on the growth across customer loan businesses to include corporate loans (up 15% YoY), commercial (up 39% YoY), mortgage loans (up 32% YoY) and credit cards (up 37% YoY). As a result, the Bank’s loan-to-deposit ratio increased to 77.4% in 2018 from 62.6% in 2017. Investment properties inched up by 5.7% to Php9.6 billion while bank premises, furniture, fixtures and equipment increased by 35.7% to Php5.1 billion primarily due to the consolidation of assets from the acquisition of Philippine Resources (PR) Savings Bank and Petnet. Goodwill and investment in subsidiaries and associates also rose to Php15.7 billion and Php29.6 million from Php11.3 billion and Php2.5 million, respectively, on account of the same acquisitions. Other assets went up by 13.1% to Php12.9 billion driven by the increase in software assets. Total liabilities were recorded at Php582.8 billion as of December 31, 2018 compared with the Php548.1 billion reckoned at end-December 2017. Total deposits were recorded at Php420.7 billion, 6.0% lower than last year due to lower time and demand deposit levels. Long-term negotiable certificate of deposits (LTNCDs), nonetheless, doubled to Php6.0 billion due to the issuance of additional Php3.0 billion LTNCDs in February 2018. Bills payable increased by 2.1x to Php91.0 billion from Php43.1 billion on higher short-term funding requirements. Notes and bonds payable was also higher by 38.6% to Php44.5 billion from Php32.1 billion as of end-December 2017 mainly attributed to the Php11.0 billion senior fixed rate bonds issued in December 2018. Total capital funds were up by 24.7% to Php86.7 billion as of December 31, 2018 from Php69.5 billion as of December 31, 2017, primarily due to the additional capital raised by the Bank in its stock rights offering in September 2018, as well as the higher surplus free/retained earnings which increased by 9.5% to Php57.2 billion. Surplus reserves were also up by 78.7% to Php3.5 billion on account of the appropriation for the difference between BSP’s required 1% general loan loss provision (GLLP) over the Bank’s computed expected credit loss (ECL) allowance for stage 1 accounts. Net unrealized fair value gains on investment securities was recorded at Php75.2 million coming from the Bank’s investments at FVOCI. Accumulated remeasurements of defined benefit plan, on the other hand, narrowed to a negative balance of Php985.5 million from Php1.2 billion on actuarial adjustments.


Key performance indicators of the Bank are as follows: 2018 2017 Return on Average Assets 1.1% 2.6% Return on Average Equity 8.8% 12.0% Cost-to-Income Ratio 65.6% 56.1% Net Non-Performing Loan Ratio 2.3% 1.3% Capital Adequacy Ratio 15.2% 14.4% The manner by which the Bank calculates the above indicators is as follows:






As to material event/s and uncertainties, the Bank has nothing to disclose on the following apart from those already disclosed elsewhere or presented in the accompanying audited financial statements:




Any material commitments for capital expenditures, the general purpose of such commitments and the expected sources of funds for such expenditures.

Any known trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations.



Item 4. Financial Statements The consolidated financial statements and schedules listed in the accompanying Index to Financial Statements and Supplementary Schedules are filed as part of this Information Statement. Said statements were audited by the accounting firm of Sycip Gorres Velayo & Co. and signed by partner Ms. Irene Janet Alvarado-Paraiso. Item 5. Changes in and Disagreements with Accountants on Accounting and Financial

Disclosure There were no changes in and disagreements with the Bank’s present external auditors, Sycip, Gorres, Velayo & Co. (SGV), on accounting principles or practices, financial statement disclosures or scope of audit or procedure for the current year ended December 31, 2020. (A) Audit and Audit Related fees For the regular and statutory audit for the year 2020, audit fees billed by SGV amounted to P=14,655,000 exclusive of VAT and out-of-pocket expenses.


For the regular and statutory audit for the year 2019, audit fees billed by SGV amounted to P=12,923,000 exclusive of VAT and out-of-pocket expenses. Fees for other special audit, assurance and related services rendered by SGV for 2020 were as follows:

1. P=6,990,458 related to the issuance of a comfort letter and for the review of the interim condensed consolidated financial statements of the Group as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 with respect to the Parent Bank’s issuance of USD300 million Senior Medium Term Notes Due 2025 under the updated USD2 billion MTN Programme.

2. P=5,433,891 related to the issuance of a comfort letter and for the review of the interim condensed consolidated financial statements of the Group as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 with respect to the Parent Bank’s issuance of Peso Senior Series C Bonds Due 2023 and the Peso Senior Series D Bonds Due 2026 under the existing P=39 Billion Bond Program.

Fees for other special audit, assurance and related services rendered by SGV for 2019 were as follows:

1. P=118,026 for the issuance of report on quarterly and annual progress of the use of stock rights offering proceeds of Union Bank of the Philippines (UBP) as of December 31, 2018.

2. P=2,931,049 for the review engagement on the issuance of a comfort letter related to the issue of up to Php3 Billion Series B Senior Fixed Rate Bonds due 2022 by UBP under its P=39B Billion Bond Program.

3. P=1,936,077 for the review of the interim consolidated financial statements for the six months ended June 30, 2019 related to the offering of UBP of Unsecured Subordinated Notes due 2030 Callable in 2025.

4. P=4,500,000 for the issuance of a comfort letter and for the review of the interim condensed consolidated financial statements as at September 30, 2019 related to the offering of UBP of Unsecured Subordinated Notes due 2030 Callable in 2025.

5. P=650,000 for the short period audit of Philippine Resources Savings Banking Corp. (PRSB*) for the period covering January 1, 2019 to February 28, 2019.

*City Savings Bank’s (CSB) Subsidiary (merged with CSB on February 28, 2019)

(B) Tax Fees Tax service fee of P=560,000 was paid to SGV in 2019 for rendering a tax opinion on the legal merger of CSB and PRSB. (C) All Other Fees No other fees were paid by the Bank to SGV for 2020 and 2019. The following practices were agreed to and adopted by and between Management and the external auditor:

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

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

by the Audit Committee.


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

Item 6. Directors and Executive Officers of the Issuer Please refer to Item 5, page 9 of the Information Statement. Item 7. Discussion on Compliance with Leading Practice on Corporate Governance Union Bank’s corporate governance philosophy is anchored on compliance with statutory and regulatory mandates and founded on a culture of (1) fairness, (2) transparency and (3) accountability demonstrated by consistent ethical business conduct aligned with the highest industry standards of compliance with the principles of good corporate governance. The Bank recognizes that a sound and efficient corporate governance program espoused by its Board of Directors creates a culture of integrity throughout the organization - an essential component to increasing shareholder value, creating a continued positive influence to its various stakeholders and retaining the trust of the investing public. Highlights on Corporate Governance

1. Revision of the Manual on Good Corporate Governance

The Bank’s Manual on Good Corporate Governance was further revised in November 2020 to reflect improvements in the governance culture of the bank in an effort to further align its policies to global best practices. In compliance with BSP Circular 1085, the Sustainable Finance Framework was incorporated to include sustainability and the environmental, social and governance (ESG) principles into the corporate strategy, risk management and bank operations framework.

2. Change in Board Composition

Board diversity is further promoted by ensuring good gender and age distribution within its members. The board has had two (2) female executive directors since 2019. The youngest board member is 35 years old while the oldest is 79 years old.

3. Change in Board Committee Composition

The Nomination and Compensation and Remuneration Committees functions were assumed by the Corporate Governance Committee in an effort aimed at fully incorporating governance-related functions within the committee.

Implementation of enhancements in various governance-related policies In 2020, the Corporate Governance Committee approved the Management-Level Committee Assessment Policy as an enhancement to existing policies designed to better align the Bank with global best practices. Other policies that were already in place are the Board Performance Assessment Policy, Group Governance Policy and the inclusion of diversity statements in the existing Manual on Good Corporate Governance. These measures were taken in a bid to further strengthen the Bank’s governance and compliance culture.

4. Continuing learning programs for directors

As stated in the Revised Manual on Good Corporate Governance, the bank offers a minimum of three (3) learning prospects for its members. These are the following : 1) Strategic Planning learning sessions where domestic and local resource persons are invited to provide learning points on key subject matters designed to allow its attendees to understand and appreciate the bank’s digital journey ; 2) Anti-Money Laundering Act Refresher which is conducted by its Chief Compliance Officer and 3) Corporate Governance Training which is conducted by external consultants, in compliance with the regulatory mandates of the Securities and Exchange


Commission. In 2020, the Bank had its first online corporate governance seminar to cater to its executives and board directors. The session was specifically designed for its target audience to ensure that the topics discussed support their function. Topics included an Update on Tourism Industry in the Philippines, ESG Trends (TCFD and Materiality Assessment, Supply Chain Disruption, Modern Monetary Theory and Cost Equity.

Board Structure Selection of the members of the Board of Directors undergoes a rigid process that complies with the fit and proper rule of the Bangko Sentral ng Pilipinas as well as other regulatory parameters. The Board consists of fifteen (15) directors, five (5) of whom are independent directors with nine (9) non-executive directors and one (1) executive director. The annual election of the members of the board by its stockholders is anchored on the observance of the qualifications and disqualifications criteria set forth in the Bank’s Manual on Good Corporate Governance and regulations set by various regulatory agencies. To help in carrying out their duties, responsibilities and objectives more effectively, the members of the Board established nine (9) committees. Remuneration of the Board and Senior Management The Corporate Governance Committee, which assumed the duties and responsibilities of the Compensation and Remuneration Committee, oversees the implementation of the programs for the salaries and benefits of the Bank’s Senior Management and Board Directors. The Directors receive compensation from the Bank in the form of per diem allowance for attendance in meetings, and variable pay or profit sharing, as prescribed by the Bank’s by-laws. The compensation policies and programs for Senior Management follow a market-based compensation and reward structure, and anchored on the principles of meritocracy or pay-for-performance. Control Functions The Bank’s bankwide control system is managed by the Chief Risk Officer, Chief Audit Executive and the Chief Compliance Officer. They assist the board in providing oversight on risk management, internal controls, regulatory compliance and best practices in governance. Corporate Secretary The Board is assisted by the Corporate Secretary who is an officer of the Bank and/or its subsidiaries; and perfection in performance and “no surprises” are expected of him. Likewise, his loyalty to the mission, vision and specific business objectives of the corporate entity come with his duties. Manual on Corporate Governance In its effort to improve its level of compliance not only with governing laws but also to benchmark itself against internationally-recognized corporate governance best practices, the Bank adopted a Manual on Good Corporate Governance in August 20, 2002. The Manual institutionalizes the principles of good corporate governance by setting sound governance policies across the board, management and its shareholders. The Manual is subject to periodic review to ensure the relevance of its content to current governance practices and regulatory amendments, the latest of which is the Bangko Sentral ng Pilipinas Memorandum Circular No. 969 or the Enhanced Corporate Governance Guidelines for BSP-Supervised Financial Institutions. The Bank created a set of governance policies and mechanisms designed to provide a concrete standard of corporate philosophy to guide its board, management and employees in fulfilling its responsibilities to its shareholders and various stakeholders. The policies are subjected to periodic review in order to ensure that they remain consistent with applicable regulations and industry best practice.


Policy on Conflict of Interest The Revised Manual on Good Corporate Governance provides that a conflict of interest exists when the personal, business or other related interest of a director, officer or employee adversely interferes in any way, or could reasonably be perceived to adversely interfere, with that of the Bank. It also provides for the duties of directors, officers and employees to immediately disclose any involvement in material conflict of interest and not to participate in the decision-making process relating to the transaction. Related Party Transactions It is the policy of the Bank to ensure that related party transactions are entered into at arm’s length standard. These transactions are made and entered into substantially on the same terms and conditions as transactions with other individuals and businesses of comparable risks. Hence, these likewise go through the same process applicable to ordinary or unrelated party transactions as set forth in the Bank’s Credit and Purchasing Guidelines. The Bank has in place, Procedural Guidelines for Monitoring Related Party Transactions approved by the Board of Directors through the Related Party Transactions Committee Whistle Blowing Policy UnionBank is committed to the highest standards of ethical, moral and legal business conduct as well as to fairness and objectivity in dealing with all of its stakeholders. In line with this and the Bank’s commitment to foster trust and openness, the Whistle Blowing Policy provides an avenue for all employees of UnionBank, business partners and other stakeholders to escalate or raise any serious or sensitive concerns. These concerns are treated seriously, appropriately and with utmost confidentiality. The policy further provides protection from reprisal or retaliation for the person raising the concern as long as it was made in good faith. On the other hand, untruthful or malicious concerns raised under the Policy shall be dealt with in accordance with the provisions of the Bank’s Code of Conduct. It is incumbent upon an employee who knows of or suspects an actual or possible violation of a law, regulation, the Code of Conduct or any of the Bank’s policy, or who may be aware of any condition that creates undue material risk to the Bank to escalate the same to his or her supervisor or avail of the reporting mechanism under the Policy. Alternative Dispute Resolution System It is the Bank’s policy to continue building harmonious relationships with stockholders and other parties with whom it may have obligations or contract. It thus adheres to appropriate alternative dispute resolution system for early settlement of conflicts with its stockholders and other parties, as found in its Revised Manual on Good Corporate Governance Fair Securities Dealing In order to continually uphold transparency and integrity in the trading of its securities, the Bank has adopted a Trading Guidelines and Blackout Policy. This aims to apprise and to ensure compliance by all "Covered Persons" of the Bank with their obligations under the Securities Regulation Code (SRC) and other securities rules and regulations relating to the trading or dealing of the Bank's shares. To protect the investing public, the Chief Compliance, and Corporate Governance Officer issues notices of trading blackout which prohibits the trading of the Bank's shares within a specified period before and after material non-public information are disclosed and made available to the public. Directors, principal officers of the Bank and the rest of the covered persons are also mandated to report to the Stock Transfer Unit or the Human Resource Services their transactions involving the Bank's shares or any changes therein no later than one trading day after such transaction/s. Ethical Standards


The Bank has a Code of Conduct that outlines the expectations of and standards for employee behaviour and ethical conduct, as well as systems used to ensure compliance therewith. It is divided into two books, namely, Unionbank Values and Administrative Procedures. Book 2 includes subparts on Disciplinary Action and Procedures for Administrative Due Process. Guided by its Code of Conduct, the Bank has consistently conducted its business in accordance with its pledged values to its other stakeholders, thereby creating goodwill in the industry. Compliance with OECD Principles Protection of the Rights of Shareholders The Bank is committed to the protection of shareholders’ rights as identified in Article IV of the Amended Manual on Good Corporate Governance. It encourages not only attendance, but also active participation of its shareholders in the annual stockholders’ meeting. This is carried out by ensuring distribution of the bank’s information and financial statements at least 30 days prior the date of the meeting. The Bank understands that information is an important tool in making critical business decisions. As such, the Bank empowers its shareholders by providing accessible channels to communicate its material data. The Bank uses its official company website to provide real-time updates on focal corporate initiatives that shape business decisions. Key disclosures and announcements are periodically published in the “Unionbanker” newsletter as well as uploaded timely to the Exchange’s portal to reflect transparency to its investing public. Submissions of key reports to the various regulating agencies are made in a timely manner to safeguard the bases of the business decisions that it affects. Investors Relations The Bank has an Investor Relations Office (IRO) whose main thrust is to strengthen its relations with investors through the development and implementation of various programs. The IRO conducts face-to-face meetings with investors, financial analysts, investment banks, rating agencies, the investing public, and other interested parties on a per-need or per-request basis to provide deeper appreciation and understanding of the Bank’s unique culture and competitive advantages. The IRO ensures to exhaust its various communication channels which include phone and email, correspondences among others, to ensure transparency to its investing public. Security for Depositors and other customers The Bank is conscious that the nature of its business relies heavily on public perception which is why it subjects itself to a standard of governance that puts weight on disclosure and transparency. In compliance with Bangko Sentral ng Pilipinas Memorandum Circular No. 857 on Financial Consumer Protection, Unionbank created the Consumer Assistance Policy and Procedures which puts the Bank’s thrust on consumer protection in the hands of its Consumer Affairs Group. The Group is primarily responsible for monitoring customer experience. The Bank is cognizant of, and consistently observes the Bank Secrecy Law, Anti-Money Laundering Act, Data Privacy Act, and other laws governing the banking industry. The Bank promotes consumer protection by disseminating information on safe surfing guidelines and other information security awareness measures for its depositors and customers. Supplier Relations The Bank upholds the principles of truthfulness, fairness and respect in its dealings with suppliers. It continues to build and maintain good relations by honouring agreements which are entered into in conformity with the law and public policy. The Bank implements a strict and fair Supplier Accreditation Policy for all suppliers and outsourced service providers (OSPs) where submission of comprehensive information sheet and applicable documentary requirements are mandatory. The suppliers are then subjected to an assessment based on applicable criteria, including but not limited to, the


company’s status in its respective industry, liquidity evidenced by its business viability and freedom from any major lawsuit or government action, among others. State The Bank has great respect for the State which conferred its juridical personality. It is the Bank’s policy to fully comply with all applicable laws and regulations with the end view of meeting the legal standards of business conduct. Sustainability UnionBank supports the broader sustainable development agenda on national and international levels. Guided by our sustainability framework, we recognize our pivotal role in supporting the United Nations Sustainable Development Goals (SDGs). As the Unionbank continues to transform, the Bank will leverage its sustainability commitments to further align with the relevant SDGs and their targets. The result from an extensive stakeholder engagement exercise was a framework that brought together the Bank’s most material economic, environmental, and social issues, as well as our key areas of opportunities for greatest impact. The Bank’s sustainability framework builds on the UnionBank DNA – Purpose, Values, Vision, and Brand. By aligning our initiatives under Purpose, Planet, and People with the scale of our operations, resources, and passion of colleagues across the country, Unionbank hopes to bring its vision of becoming a Bank of enduring greatness to life. Employee engagement in the Bank is measured on a year on year basis using the Gallup Global Best Practice Score through the Aboitiz Culture and Engagement Survey. This is driven by creatively designing employee engagement programs that enrich existing bank policies. Further, as the Bank moves towards the future, its commitment to ensure that its existing roster of talent is future-ready, is secured by launching functional and digital enablement activities balancing these with Ucare activities, the bank’s banner program for work-life balance. The UCare program addresses the following aspects of an employee’s life in the office: 1) Physical Fitness and Well-being (HealthyU); 2) Intellectual Growth and satisfaction (SmartU); 3) Finanical Security and Peace of Mind (SecureU); 4) Emotional and Spiritual Health (HappyU). In creating sustainable business for the environment, the Bank has launched branches which are LEED (Leadership in Energy and Environmental Design) certified. LEED is a global certification program for buildings from the US Green Building Council. Further, its head office now operates using Aboitiz Power’s Cleanergy brand thus making the bank the first high-rise financial center in the Philippines to operate fully from a renewable energy source. In looking to the future, the Bank’s Branch Channel Management also committed to restoring one million trees by 2025. The Bank’s digital transformation journey aims at keeping the bank as the champion of banking’s digital future in the country. This transformation embodies the bank’s purpose of co-creating banking innovations by challenging conventions. Compliance Program The Bank has in place a board-approved Compliance Program which is designed to ensure that the Bank adheres to existing and applicable banking laws and regulations in the conduct of its business. The Compliance and Corporate Governance Office, and the Bank's various units, are responsible for ensuring compliance with the aforementioned regulations. The latest Board-approved revised Compliance and Corporate Governance Program was in November 2020. Said program is subject to periodic review to ensure that its contents and provisions remain relevant to rules, regulations and internal policy. The Bank is not aware of any deviation from or violation of its Corporate Governance Manual provisions by any of its directors, officers and employees. Disclosure and Transparency


The Bank’s compliance program is anchored on the two basic ethical concepts of prompt disclosure and full transparency. Timely and fair disclosures ensure that the bank’s shareholders receive information that allows them to appropriately deal with their investments amidst the dynamic banking climate while transparency guarantees that the shareholders have all the pertinent information needed to make a sound business decision. In this regard, the Bank has been steadfast in its submission of full, fair, accurate and timely disclosures to the various regulating agencies. Audit System The Bank has an audit system composed of an Internal Audit Group, that works closely with the external auditors in providing independent assurance services and reporting directly to the Audit Committee of Board. Internal Audit The Internal Audit Division (IAD) has the task of reporting on the state of bank’s operations vis-a-vis the attainment of corporate objectives by ensuring that established organizational controls are designed appropriately and working effectively. IAD conducts audits of operating units in accordance with the various risk levels in such a way that both audit resources and business time are maximized. Additionally, when called for in the Bank’s Code of Conduct, IAD also conducts investigations in aid of administrative or criminal proceedings. External Audit The Bank’s external auditors, on the other hand, examines its financial statements and expresses its opinion on the fair presentation of its Balance Sheet and Income Statement, among other financial reports, against financial reporting standards. The Audit Committee recommends the appointment, re-appointment and change of external auditors. The Bank’s Corporate Governance Rating The relevance and efficiency of the Bank’s corporate governance program is periodically benchmarked against BSP Circular No. 969 or the Enhanced Corporate Governance Guidelines for BSP-Supervised Financial Institutions, the Code of Corporate Governance for Publicly-listed companies from the Securities and Exchange Commission, the Integrated Annual Corporate Governance Report for the Commission and the Philippine Stock Exchange, best industry practices on good governance and OECD principles Annually, the Bank is subject to domestic reviews from the Institute of Corporate Directors (ICD). The result of which becomes basis of the Bank’s domestic Corporate Governance rating of the year. The Corporate Governance Scorecard Survey for publicly-listed companies (PLCs) evaluates a company's corporate governance based on rights of shareholders (10 points), equitable treatment of shareholders (10 points), role of stakeholders (15 points), disclosure and transparency (25 points) and responsibilities of the board (40 points). The Bank has been consistently recognized as Silver Awardee in 2009 and 2010 Corporate Governance Scorecard surveys for PLCs and a gold awardee in 2012. Beginning 2012, regulators and corporate governance experts started to use the ASEAN corporate governance scorecard based on the Organization for Economic Cooperation and Development (OECD) principles. For 2013 and 2014, the Bank ranked among the top fifty (50) roll of publicly-listed companies. Commitment to Enhanced Governance The Bank is actively involved in associations advocating good corporate governance. The Bank is a member of Good Governance Advocates and Practitioners of the Philippines (GGAPP). It participates in significant events and activities promoting best governance practices. Since 2013, the Bank has been participating in various activities promoting corporate governance including, among others, the Philippines International and ASEAN Corporate Governance Forum and trainings with Association of Bank Compliance Officers, the Securities and Exchange Commission and ICD. In 2020, the Compliance and Corporate Governance Office remained active in the GGAPP and attended online seminars/conferences conducted by the various regulatory agencies.


Item 8. Undertaking to Provide Copies of the Annual Report on SEC Form 17A The Bank undertakes to provide without charge to any stockholder who makes a written request for a copy of the Bank’s Annual Report on SEC Form 17-A. Requests may be sent to Mr. Francis B. Albalate, 18th Floor UnionBank Plaza, Meralco Avenue corner Onyx Street, Ortigas Center, Pasig City.

1

Annex “B”

UNION BANK OF THE PHILIPPINES (“UnionBank”)

2021 ANNUAL STOCKHOLDERS’ MEETING

REQUIREMENTS AND PROCEDURES

FOR VOTING ELECTRONICALLY IN ABSENTIA AND PARTICIPATION THROUGH REMOTE COMMUNICATION

I. Electronic Voting or Voting in Absentia

1. Stockholders as of March 15, 2021 (“Record Date”) may exercise their right to vote in the items for approval at the 2021 Annual Stockholders’ Meeting (“ASM”) through UnionBank’s secure online portal (“ASM Portal”) at https://asm.unionbankph.com. Registration in the ASM Portal is until 5:00 p.m. (Philippine time) of April 22, 2021. Submission of votes to the agenda items for approval is until 9:00 a.m. (Philippine time) of April 23, 2021.

Stockholders who registered and voted before the cut-off time will be counted for purposes of quorum.

2. Upon accessing the ASM Portal, stockholders will be required first to read the Data

Privacy Policy of UnionBank and click the “Accept” button to show that they agree to process their personal information before they can proceed register at the ASM Portal. Stockholders shall provide the following information required for registration:

a. For Individual Stockholders

i. Valid email address, active mobile number and residential address; ii. A scanned copy of the front and back portions of any valid identification cards

(ID) in .jpg, .jpeg, .png, and .pdf formats with a file size no larger than 5MB. Valid types of IDs are: Driver’s License, Passport, Unified Multi-Purpose ID (UMID), GSIS ID, company ID, PRC ID, IBP ID, iDOLE Card, OWWA ID, Comelec Voter’s ID, Senior Citizen’s ID, and Alien Certificate of Registration/ Immigrant Certificate of Registration; and

iii. Stock certificate number of any stock certificate issued by UnionBank in the name of the individual stockholder.

b. For Stockholders with Joint Accounts

i. Documents required under Items 2.a.(i) and 2.a.(ii) for the authorized stockholder;

ii. An authorization letter signed by one of the stockholders indicating the name of the person authorized to cast the votes for the account; and

iii. Stock certificate number of any stock certificate issued by UnionBank in the name of joint stockholders.

c. For Stockholder under PCD Participant/ Brokers Account or “Scripless Shares”

i. The broker’s name and broker’s ID (BPID) of their broker registered with the

Philippine Depository and Trust Corp. (PDTC); ii. A scanned copy of the broker’s certification of shareholdings under the name

of the stockholder; and iii. Items 2.a.(i) and 2.a.(ii) above.

d. For Corporate Stockholders

i. Name of the corporate stockholder;

2

ii. A scanned copy of the Secretary’s Certificate attesting to the authority of the representative to vote the shares on behalf of the corporate stockholder;

iii. Stock certificate number of any stock certificate issued by UnionBank in the name of the corporate stockholder; and

iv. Documents required under Items 2.a.(i) and 2.a.(ii) above for the authorized representative.

3. The Office of the Corporate Secretary of UnionBank will verify and validate the online registration form submitted by the stockholder.

4. Once verified, an e-mail will be sent to the stockholder containing his/her username and default password.

5. The stockholder will log-in in the ASM Portal using his/her username and default password. The system will prompt the stockholder to change his/her password. A One-time Password (OTP) will be sent to his/her registered mobile number to confirm the change of password.

It is strongly recommended that stockholders do not share their username and password with any other person and take utmost care to keep their username and password confidential.

6. The agenda items for approval indicated in the Notice of 2021 Annual Stockholders’ Meeting are set out in a digital absentee ballot in the ASM Portal; and the registered stockholders may cast their votes as follows: (a) For items other than the election of directors, stockholders have the option to

vote: In Favor of, Against, or Abstain.

(b) For the election of Directors, stockholders have the option to vote his/her shares for all nominees, not vote for any nominees, or vote for one or some nominees only, in such number of shares as the stockholder prefers; provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The system will automatically compute the total number of votes the stockholder is allowed to cast, based on the number of shares he owns.

(c) Once the stockholder completes his/her votes, he/she can proceed to submit

the accomplished form by clicking the “Submit” button.

(d) After the ballot has been submitted, the stockholder will no longer be allowed to modify his/her votes.

(e) The stockholder can view his/her votes by clicking the button “View Votes”. An

e-mail confirmation will be sent to the stockholders upon submission of the votes.

7. The Office of the Corporate Secretary will tabulate all valid and confirmed votes

cast through the ASM Portal, together with the votes cast through proxies. If a stockholder cast his or her vote electronically in absentia, and also executed a proxy form, only the latest vote received by the Office of the Corporate Secretary will be counted.

8. Note that the submission of votes in the ASM Portal is until 9:00 a.m. (Philippine Time) of April 23, 2021. The voting function in the ASM portal will be disabled after this time to give the Office of the Corporate Secretary time to collate and validate votes received through the portal. Stockholders will no longer be allowed to cast votes during the livestream of the 2021 ASM.

II. Attendance in the 2021 ASM by Remote Communication

1. The 2021 ASM will be livestreamed and stockholders may participate at the meeting by logging-in at https://asm.unionbankph.com.

3

2. Stockholders as of Record Date (March 15, 2021) who are registered in the ASM Portal may also attend the 2021 ASM through remote communication by accessing the “Join Zoom Meeting” button in the portal.

3. Stockholders who have not registered in the ASM Portal but wish to participate at

the 2021 ASM shall notify the Corporate Secretary of their intention by sending an e-mail at [email protected] together with their (a) full name (b) stock certificate number of any stock certificate issued by UnionBank (c) valid e-mail address (d) mobile number and (e) a scanned copy of the front and back portions of any valid identification cards (ID) in .jpg, .jpeg, .png, and .pdf formats with a file size no larger than 5MB, as proof of identity. Valid types of IDs are: Driver’s License, Passport, Unified Multi-Purpose ID (UMID), GSIS ID, company ID, PRC ID, IBP ID, iDOLE Card, OWWA ID, Comelec Voter’s ID, Senior Citizen’s ID, and Alien Certificate of Registration/ Immigrant Certificate of Registration. An e-mail will be sent to the stockholders containing the instructions to access the 2021 ASM livestream.

4. To attend the 2021 ASM livestream, the stockholders may join by clicking “Join

Zoom Meeting” in the ASM Portal. 5. Please note that due to the limitations of available technology, voting will not be

possible during the 2021 ASM livestream, but participants may send questions or remarks via the livestream portal.

Stockholders may also send questions and/or remarks in advance or during the meeting to the Corporate Secretary at [email protected].

6. Stockholders shall be responsible for their stable internet connectivity during the

2021 ASM. 7. The proceedings during the 2021 ASM will be recorded in video and audio format.

For any questions and concerns, stockholders may visit UnionBank’s website at

www.unionbankph.com or contact the Office of the Corporate Secretary via e-mail at [email protected] or at telephone no. (+632) 7577-2625.

1

Annex “C”

UNION BANK OF THE PHILIPPINES LIST OF LEASED BRANCHES

As of December 31, 2020


Branch Name Address Monthly Rental Expiration of Lease

Term of Renewal

2nd Avenue - Global City

Unit GF-A, GF Blue Sapphire Building, 2nd Avenue corner 30th Street, Bonifacio Global City, Taguig City

325,598.68 October 31, 2025

every 5 years

32nd Ave. - BGC G/F The Trade & Financial Tower, 7th Ave. cor. 32nd St., Fort Bonifacio, Taguig City

731,500.00 September 30, 2024

every 5 years

5th Avenue - Global City

Unit 103 GF One Global Place, along 5th Avenue, Bonifacio Global City, Taguig City

328,600.00 April 30, 2025 every 5 years

Acropolis 171 Bridgeview Bldg., E. Rodriguez Jr. Ave, Bagumbayan, Quezon City


ADB Avenue G/F Burgundy Empire Tower ADB Ave. cor. Sapphire and Garnet Roads, Ortigas Center, Pasig City

266,430.25 October 31, 2023

every 5 years

Alabang Country Club

G/F, Alabang Country Club, Acacia Drive, Ayala Alabang Village, Brgy. Ayala Alabang, Muntinlupa City

40,000.00 February 28, 2025

every 5 years

Alabang Town (Kiosk)

Makati Supermart Alabang, Alabang Town Center, Muntinlupa City

241,267.95 September 30, 2021

every 1 years

Ali Mall Ali Mall Financial Center, Level 2, Ali Mall, Araneta Center, Cubao, Quezon City

178,995.00 September 30, 2023

every 5 years

Angeles G/F, Bldg 1, Units 1 & 2, Central Town Mall, 263 Fil-Am Friendship Highway, Brgy. Cutcut, Angeles City

106,369.20 November 06, 2021

every 5 years

Annapolis G/F, Unit 133, Promenade Missouri, Greenhills Shopping Center, Missouri cor. Annapolis St. Greenhills, San Juan

303,296.85 September 30, 2021

every 5 years

Antel Residences Unit G2 of Antel Residences, Makati Avenue, Makati City

116,677.70 September 30, 2021

every 10 years

Aurora - Balete Drive

Marsk Realty Building, aurora Boulevard corner Balete Drive, Quezon City

98,541.70 September 14, 2025

every 5 years

Aurora Blvd. 677 Aurora Blvd., near cor. Broadway St., Bgy. Mariana, New Manila, Quezon City

85,085.44 March 14, 2025

every 5 years

Ayala - Rufino Rufino Bldg. Ayala Ave. corner V Rufino St., Makati city

276,549.20 June 30, 2022 every 5 years

Ayala Alabang G/F NOL Building, Commerce cor. Acacia, Alabang, Muntinlupa

582,778.80 June 30, 2024 every 10 years

Ayala Ave G/F Madrigal Building, 6793 Ayala Avenue, Makati City

655,930.72 November 15, 2025

every 5 years

Ayala SSS SSS (Makati) Building Ayala Avenue corner V.A. Rufino St, Makati city

796,356.34 January 31, 2021

Bacolod City - Lacson

GF Philam Bldg., Lacson Street cor. Galo, Bacolod City

106,997.22 November 14, 2024

every 5 years

2

Bacoor Addio Bldg., Aguinaldo Highway, Talaba, Bacoor, Cavite

95,060.04 March 31, 2021 every 10 years

Baesa Dra. C. Pascual Bldg., 142 Quirino Highway, Baesa, Quezon City

84,000.00 July 31, 2021 every 10 years

Baguio City Unit PF-7 & PF-7A, Plaza Floor, Cedar Peak Bldg., General Luna corner Mabini Street, Brgy. Kabayanihan, Baguio City


Baliwag Unit 3 & 4, 3006 Augustine Square, 17 Pinagbarilan St., Dona Remedios Trinidad Highway, Baliuag, Bulacan


Batangas City G/F, Insualr Life Bldg., Highway Hills, Brgy. Hilltop, Batangas City

81,007.08 September 30, 2021

every 5 years

BF Homes 55 President Avenue, BF Homes, Parañaque City

280,716.37 August 31, 2023

every 5 years

BGC 34th Street (Panorama)

G/F Panorama Building, 34th Street corner Lane A, Bonifacio Global City, Brgy. Fort Bonifacio, Taguig City

460,684.00 02/29/2025 every 5 years

BGC 38th Street G/F Orion Bldg., 11th Avenue corner 38th Street., Bonifacio Global City Brgy. Fort Bonifacio, Taguig City


BGC 3rd Avenue G/F, The Net Square Bldg., 3rd Avenue corner 28th Street, Bonifacio Global City, Taguig City

344,771.25 May 15, 2021 every 5 years

BGC 7th Avenue G/F, Twenty-Four Seven McKinley Building, 7th Ave., cor. 24th St., Bonifacio Global City, Brgy. Fort Bonifacio, Taguig City

400,904.07 June 24, 2025 every 5 years

BGC Mckinley Road

G/F, Unit 2, Fairways Tower, 5th Avenue, Bonifacio Global City, Brgy. Fort Bonifacio, Taguig City

188,600.00 January 31, 2025

every 5 years

BGC The Luxe Residences

G/F, Shop 3, The Luxe Residences, 28th St corner 4th Avenue, Bonifacio Global City, Taguig City

584,889.53 January 31, 2025

every 5 years

BGC Triangle Drive Shop 3, Philplans Building Corporate Center, 1012 North Triangle Drive, Bonifacio Global City, Taguig City

388,101.00 August 14, 2023

every 5 years

BGC Uptown Place Mall

Lower G/F Uptown Place Mall, 9th Avenue corner 36th Street., Bonifacio Global City, Brgy. Fort Bonifacio, Taguig City

421,265.49 July 31, 2021 every 5 years

Bicutan 28 Doña Soledad Ave., Better Living Subd., Bicutan, Parañaque City

161,832.14 December 31, 2022

every 5 years

Biñan-Carmona Golden Mile Business Park, National Highway, Brgy. Maduya, Carmona, Cavite

135,980.00 June 30, 2025 every 10 years

Boni Avenue Boni Avenue cor. Ligaya St., Mandaluyong City

154,842.48 December 05, 2021

every 5 years

Bonifacio High Street

W Global Center located at the corner of 30th Street and 9th Avenue, Brgy. Fort Bonifacio, Taguig City

404,764.31 January 31, 2023

every 5 years

Butuan GF CAP Bldg. J.C. Aquino Ave corner J. Rosales St., Brgy. Tandang Sora, Butuan City

48,900.00 July 31, 2024 every 5 years

3

Cainta F. Felix Ave. corner Karangalan Drive, Cainta, Rizal

216,000.00 March 31, 2026

every 7 years

Calamba - Parian National Highway, Bo. Parian, Calamba, Laguna

184,422.52 May 31, 2022 every 5 years

Calamba Real Marcelita Bldg., National Highway, Brgy Real, Calamba Laguna

90,000.00 June 30, 2024 every 5 years

Cardinal Santos G/F Cardinal Santos Medical Center, Wilson Street, Greenhills West, San Juan

149,668.14 December 31, 2021

every 2 years

Cauayan - Isabela G/F Trade Center Building, along National Highway, Cauayan City

106,227.21 November 14, 2023

every 5 years

Cebu - Asiatown It Park

Unit GF-01, TG Tower, Asiatown I.T. Park, Barangay Apas, Cebu City

218,520.04 January 31, 2024

every 5 years

Cebu - Banilad G/F, Banilad Town Center, Gov M. Cuenco Avenue, Banilad, Cebu City

110,352.38 July 31, 2023 every 5 years

Cebu - Borromeo Plaza Borromeo, Borromeo St., Cebu City

68,811.86 June 30, 2021 every 5 years

Cebu - Fuente Fuente Osmeña, Cebu City 193,967.08 March 31, 2025 every 5 years Cebu - Lipata G/F, Doors 5, 6, 7, Pham

Central Bldg., South National Highway, corner San Roque Road, Lipata, Minglanilla, Cebu

46,949.00 November 01, 2022

every 5 years

Cebu - Minglanilla G/F, FCT Commercial Bldg., Poblacion Ward II, Minglanilla, Cebu

65,235.30 May 31, 2022 every 5 years

Cebu - Plaridel No. 104 Plaridel St., Brgy. Sto. Niño, Cebu City

180,000.00 January 31, 2023

every 5 years

Cebu - Subangdaku

G/F, Units 3 and 4, A.D. Gothong I.T. Center, Lopez Jaena St., Brgy. Subangdaku, Mandaue City, Cebu

121,325.46 June 30, 2022 every 5 years

Cebu A.S. Fortuna G/F, The Space, A.S. Fortuna corner P. Remedios Street, Brgy. Banilad, Mandaue City Cebu

90,000.00 February 15, 2022

every 5 years

Cebu Business Park (Insular)

G/F Insular Life Cebu Business Center, Mindanao Avenue corner Biliran Road, CBP-IT Park, cebu City

439,140.78 February 15, 2026

every 5 years

Cebu- Business Sumilon Road

G/F, Buildcomm Center, Sumilon Road, Cebu Business Park, Cebu City

149,047.50 August 31, 2022

every 5 years

Cebu Center / Maxilom

Gen. Maxilom Avenue, Cebu City

584,220.00 September 14, 2021

every 5 years

Cebu Lapu Lapu Lot 2, Block 1, Phase 1, MEPZ II, SEPZ, Lapu-Lapu City, Cebu

40,285.74 May 31, 2026 every 22 years

Cebu Mactan Newtown

G/F Retail 2 & 3, Plaza Magellan Tower 1, Mactan Newtown, Lapu Lapu City, Cebu

157,784.76 November 30, 2021

every 5 years

Cebu Mandaue Kentredder Bldg., A. Cortes St., Mandaue City, Cebu

119,603.00 February 28, 2025

every 10 years

Cebu North Drive G/F, North Drive Center, Ouano Avenue, North Reclamation Area, Mandaue City, Cebu

113,960.00 June 30, 2022 every 5 years

Cebu Time Square G/F, Time Square 2 Bldg., Mantawe Avenue, North Reclamation Area, Brgy. Tipolo, Mandaue City, Cebu

115,703.70 October 31, 2021

every 5 years

Cityplace Square 3rd Floor, Lucky Chinatown-Cityplace Square, Calle Felipe cor. La Chambre Street, Brgy. 293, Zone 28, Binondo, Manila

240,312.05 August 31, 2021

every 10 years

4

Clark M. Roxas Highway, Philexcel Business Park, Clark Freeport Zone, Pampanga


Commonwealth G/F Diliman Commercial Center, Commonwealth Avenue Quezon City

134,010.68 February 28, 2025

every 6 years

Commonwealth-Luzon Ave.

Kayumanggi Center, Commonwealth Avenue corner Luzon Avenue, Brgy. Matandang Balara, Quezon City

99,549.72 January 15, 2023

every 5 years

Cubao (P. Tuazon) 7th Avenue cor. P. Tuazon, Cubao, Quezon City

214,476.56 January 31, 2025

every 5 years

Dagupan Insular Ground Floor Insular Life Building, Arellano Street, Barangay Pantal, Dagupan City

117,983.25 September 14, 2022

every 5 years

Dasmariñas Cavite Aguinaldo Hi-way cor. Congressional Avenue, Dasmariñas, Cavite

125,020.00 July 31, 2024 every 5 years

Davao - Cabaguio G/F, DMIRIE Bldg., JP Cabaguio Avenue, Brgy. Paciano Bangoy, Davao City


Davao - Monteverde

Monteverde Avenue cor. Sales St., Davao City

201,981.60 June 30, 2021 every 10 years

Davao - Quirino Quirino Avenue cor. San Pedro St., Davao City

141,000.00 September 30, 2024

every 5 years

Davao - Rizal G/F Quibod Commercial Complez, Rizal Avenue, Davao City

100,836.33 November 30, 2025

every 11 years

Del Monte Avenue 345 Del Monte Avenue corner Banawe St., Brgy. Manresa, Quezon City


Dela Rosa G/F, Insular Health Care Bldg., 167 Dela Rosa corner Legazpi Street, Legaspi Village, Makati City

280,618.12 May 31, 2022 every 5 years

Double Dragon Meridian

G/F, Double Dragon Center West Tower, Macapagal Avenue corner EDSA Extension, Bay Area, Pasay City

362,895.00 December 16, 2024

every 5 years

Dr. A. Santos GF Lianas Supermarket, Dr. A. Santos Avenue corner Canaynay Road, Sucat, Parañaque City


E. Rodriguez 1st floor - West, Katipunan Bldg., 95 E. Rodriguez Ave., Brgy Tatalon, Quezon City

47,250.48 May 31, 2024 every 5 years

Eastwood City (Le Grand)

G/F Unit LGR1-6, Le Grand Tower 1, Palm Tree Ave., Eastwood City, Brgy. Bagumbayan, Quezon City

210,976.81 January 31, 2021

every 5 years

Edsa - Kalookan EDSA cor. Urbano Plata St., Kalookan City


EDSA Pioneer Upper GF Robinsons Cybergate Plaza, Robinsons Pioneer Complex, Mandaluyong EDSA


Emerald G/F Wynsum Corp. Plaza, Ortigas Center, Pasig City

31,000.13 June 30, 2023 every 5 years

Escolta G/F Regina Building, Escolta, Manila

201,819.58 May 31, 2025 every 5 years

Frontera Verde G/F, Transcom Bldg., Frontera Verde, E. Rodriguez Jr. Avenue., Brgy. Ugong, Pasig City

242,496.16 February 28, 2023

every 4 years

Gen. Santos G/F, SunCity Suites, Digos Makar National Hi-way., Brgy. Lagao, General Santos City

96,000.00 July 31, 2025

5

Gma Timog G/F, Unit 101, Cabrera Bldg 1, 130 Timog Ave., Brgy Sacred Heart, Quezon City

265,845.53 January 23, 2024

every 5 years

Greenbelt Aboitiz Bldg., 110 Legaspi St., Legaspi Village, Makati city

311,144.15 December 31, 2023

every 5 years

Greenhills Ortigas Ave. near cor. Wilson St., San Juan


GSIS GSIS Main Office Financial Center, Pasay City

159,248.55 May 31, 2023 every 5 years

H.V. Dela Costa Unit 101, Gr Fl Singapore Airlines House, H. V. dela Costa St., Salcedo Village, Makati City

214,767.00 January 01, 2024

every 5 years

ICTSI - Port Area Garden Area, Manila International Container Terminal, MICT South Access Road, Port Area, Manila


Iloilo - Iznart North Villanueva Bldg., Iznart St., Iloilo City

90,000.00 August 31, 2023

every 5 years

Imus G/F Melta Building, Aguinaldo Hi-way cor. Sampaguita Village, Imus, Cavite

132,000.00 December 31, 2023

every 5 years

Insular Ayala-Paseo

G/F, Insular Life Bldg., Ayala Avenue corner Paseo De Roxas, Makati City

1,123,500.00 August 19, 2022

every 5 years

Intramuros Gr. Floor, BF Condominium Bldg., A. Soriano Jr., Avenue, Intramuros, Manila

259,275.80 July 31, 2025 every 9 years

J. P. Rizal 731 J.P. Rizal Street., Makati City

79,380.00 November 30, 2022

every 5 years

Julia Vargas Centerpoint Condominium, Dona Julia Vargas Ave. cor. Garnet St. Ortigas Center, Pasig City

154,222.64 February 28, 2022

every 5 years

Kalookan 357 Rizal Ave. Ext. Grace Park, Kalookan City


Kamias Gr. Floor, TDS Bldg., No. 72 Kamias Road, Quezon City

91,207.68 November 30, 2021

every 5 years

Katipunan 335 Katipunan Avenue, Loyola Heights, Quezon City

200,436.00 January 15, 2024

every 5 years

Laoag - San Nicolas

G/F, 365 Plaza Building, Brgy. 1, San Nicolas, Ilocos Norte

78,880.50 December 31, 2023

every 5 years

Lapu - Lapu National Highway

M. L. Quezon National Highway, Pusok, Lapu-Lapu City Cebu

70,194.95 February 28, 2021

every 10 years

Las Piñas - Pamplona

Alabang-Zapote Rd. cor. Crispina Avenue, Las Piñas City

307,187.01 May 31, 2021 every 10 years

Legazpi City G/F, Unit 1, SMC Bldg., Landco Business Park, Brgy. Capatawan, Legazpi City

87,360.00 November 15, 2021

every 5 years

Libertad Mandaluyong

GF Cluster El Dorado, California Garden Square, Libertad, Mandaluyong City

176,109.71 October 31, 2021

every 7 years

Libis C5 QC 184-B E. Rodriguez Jr. Ave., Bagumbayan, Quezon City

187,284.64 December 31, 2021

every 2 years

Lima Unit GC-R04 and GC-R05, The Outlets, LIMA Technological Center, Special Economic Zone, Malvar, Lipa City

131,540.07 June 30, 2023 every 5 years

Lipa City B. Morada Avenue, Lipa City, Batangas


Lourdes Hospital G/F Medical Arts Building, Our Lady of Lourdes Hospital, No. 46, P. Sanchez St., Sta Mesa, Manila


Lucena (One People Square)

One People Square Business Center M.L. Tagarao cor. Granja Street, Lucena City


6

Macapagal Avenue G/F, Y Tower, Macapagal Avenue corner Coral Way Drive, MOA Complex Pasay City

335,240.00 January 02, 2024

every 5 years

Magallanes GF Maga Center, Paseo De Magallanes, Magallanes, Makati City

56,955.15 December 15, 2024

every 10 years

Makati Avenue Makati Avenue corner Durban St., Makati City

555,949.68 December 31, 2021

every 15 years

Malabon Gov. Pascual Avenue cor. River St., Malabon

87,222.31 September 05, 2023

every 5 years

Malate G/F Marioco Building, 1945 M. Adriatico St., Malate, Manila

219,727.04 October 15, 2024

every 5 years

Malinta No. 295, Maysan Road, Paso de Blas, Valenzuela City

146,410.20 July 15, 2023 every 5 years

Mandaluyong G/F PICPA Bldg., 700 Shaw Blvd, Mandaluyong city

249,819.43 January 31, 2021

every 10 years

Mandaue North Gr. Floor, Khuz'ns Bldg., North Hi-way, Estancia, Mandaue City Cebu

100,327.68 December 31, 2021

every 10 years

Marikina WRC 2 Bldg. # 47 Gil Fernando Ave. former A. Tuazon St. Midtown Subdivision II Brgy. San Roque Marikina City

77,189.76 March 18, 2023

every 5 years

Masangkay 911-913 Masangkay St., Binondo, Manila

150,001.38 September 15, 2021

every 1 years

Mayhaligue Gr. Floor, One Masangkay Place, No. 1420 Masangkay near cor. Mayhaligue St., Sta. Cruz Manila

213,073.82 June 30, 2022 every 5 years

Mayon G/F, ACI Bldg., 178 Mayon Street, Sta Mesa Heights Brgy. Maharlika, Quezon City

90,000.30 January 31, 2022

every 5 years

Mckinley Hill Unit 1A and 1B Two World Square, McKinley Hill, Taguig City

456,500.00 January 01, 2022

every 4 years

Mckinley West Lower G/F, Robinsons Cyber Sigma Building, Lawton Avenue, Bonifacio South, Taguig City

91,383.60 July 07, 2022 every 5 years

Medical City The Medical Arts Tower, Medical City Hospital, Ortigas Avenue, Pasig city

153,731.00 May 31, 2024 every 5 years

Medical Center Paranaque

G/F, Medical Center Paranaque, Dr. A. Santos Avenue, Brgy. San Antonio, Sucat, Paranaque City

184,200.00 February 28, 2025

every 5 years

Meycauayan Gr. Floor, Marian Bldg., McArthur Hi-way, Calvario, Meycauayan, Bulacan

161,338.14 December 31, 2023

every 12 years

Multinational Bancorp

Ground Floor Multinational Bancorporation Center, Ayala Avenue, Makati City

83,386.05 December 15, 2022

every 5 years

Muñoz Muñoz Market, EDSA, Quezon City

3,878.42 March 20, 2022

every 51 years

Muntinlupa 12 National Road, Putatan, Muntinlupa city

114,865.80 September 30, 2021

every 5 years

Naga City G/F Prime Days Hotel Bldg. Panganiban Drive, Naga City


Navotas 807-817 M. Naval St., Navotas, Metro Manila

147,746.14 May 31, 2021 every 5 years

Newport City GF Star Cruises Centre, Newport City, Andrew Avenue, Pasay City

539,968.00 January 31, 2024

every 5 years

Novaliches 854 Quirino Hiway, Gulod, Novaliches, Quezon City

213,119.60 July 31, 2024 every 5 years

7

Ortigas (San Miguel)

21 San Miguel Ave., Ortigas Center, Pasig City

212,105.09 May 31, 2023 every 5 years

Pagadian City Rizal Ave., Pagadian City 113,422.89 December 31, 2024

every 10 years

Pampanga GF Mel-Vi Bldg., Olongapo-Gapan Road, Dolores, City of San Fernando, Pampanga

169,707.00 May 31, 2023 every 5 years

Otis 1763 Paz M. Guazon St., Paco, Manila

222,580.99 May 31, 2021 every 5 years

Pasay (Taft) along Taft Avenue, Pasay City 122,167.10 November 30, 2025

every 5 years

Pasay Road No. 912 Pasay Road, San Lorenzo Village, Makati City


Pascor Drive G/F SkyFreight Center, Ninoy Aquino Avenue corner Pascor Drive, Brgy. Sto Nino, Parañaque City

95,917.50 December 31, 2020

every 5 years

Paseo De Roxas G/F 111 Paseo De Roxas Bldg. 111 Paseo De Roxas, Legazpi Village, Makati City

214,908.63 May 31, 2023 every 5 years

Paseo De Sta. Rosa G/F Southern Luzon Medical Center, Sta. Roxa City, Laguna

88,200.00 December 31, 2022

every 5 years

Pasig - Shaw 131-133 Shaw Boulevard, Pasig City

182,084.09 January 31, 2021

every 5 years

Pasong Tamo - Jtkc

G/F JTKC Building, Pasong Tamo, Makati City

429,835.30 July 31, 2020 every 1 years

Pasong Tamo Extension

G/F Priscilla 100 Bldg., 2297 Pasong Tamo Ext., Makati City

370,863.10 October 01, 2023

every 5 years

Rada Prince Bldg., 117 Rada St, Legaspi Village, Makati City

287,910.52 May 31, 2022 every 5 years

Renaissance G/F Renaissance Center, Meralco Ave., Pasig City

221,494.90 February 29, 2024

every 5 years

Roosevelt 244 Roosevelt Avenue, San Francisco del Monte, Quezon City

185,565.74 June 30, 2020 every 5 years

Salcedo Golden Rock Bldg., 168 Salcedo St., Legaspi Village, Makati City

207,730.64 February 28, 2021

every 5 years

San Agustin Dela Costa

G/F, Liberty Center, 102 HV Dela Costa corner San Agustin Streets, Salcedo Village, Makati City

452,160.00 May 31, 2024 every 5 years

San Fernando - Pampanga

3M Bldg., MacArthur Highway, San Agustin, San Fernando, Pampanga

42,000.00 May 31, 2023 every 5 years

San Fernando La Union

G/F, Nisce Business Center, Quezon Avenue, City of San Fernando, La Union

70,030.00 November 30, 2023

every 5 years

San Pedro National Highway, near cor. Cataquiz Avenue, Brgy. Landayan, San Pedro, Laguna

167,600.00 December 31, 2023

every 3 years

Santiago along Maharlika Highway, Santiago, Isabela

70,542.26 July 31, 2021 every 1 years

Shaw Pasig Chipeco Bldg., Shaw Blvd corner Meralco Ave. Pasig City

154,350.00 December 31, 2023

every 5 years

South Triangle Quezon Ave. cor. Sct. Albano St., Quezon City

385,000.00 December 31, 2023

every 2 years

SSS East Avenue G/F, SSS Main Building, East Avenue, Quezon City

105,769.19 May 13, 2021 every 5 years

St. Francis Shangri-La Place

Unit T1G1 G/F Tower 1, St. Francis Shangri-La Place, Shaw Boulevard cor. St. Francis St. Mandaluyong City

286,909.74 October 15, 2023

every 3 years

St. Lukes' Hospital - E. Rodriguez

G/F St. Luke's Medical City Center located at 279 E. Rodriguez, Sr. Boulevard, Quezon City

27,382.20 July 07, 2022 every 3 years

8

Sta. Rosa Poblacion St., Barangay II, Sta. Rosa, Laguna

104,347.19 October 31, 2023

every 5 years

Sto Domingo Ground Floor, Elements Building, 560 Quezon Avenue, Quezon City

181,340.00 September 30, 2023

every 5 years

Sto. Cristo Units LG 01, 02, 06 Burke Plaza, Sto Cristo cor. San Fernando Sts., Binondo Manila

259,622.21 February 28, 2026

every 15 years

Subic** Manila Ave. Cor Dewey Ave. Canal Road, Subic Bay Freeport Zone, Zambales City

July 31, 2054 every 51 years

T. Alonzo 625 T. Alonzo St., Sta. Cruz, Manila

195,177.67 November 14, 2025

every 5 years

Tacloban City G/F, Tacloban Plaza Bldg., Justice Romualdez St., Tacloban City

145,113.39 June 30, 2021 every 5 years

Taft Avenue GO1 & LG1, The Kassel Condominium, No. 2625 Taft Avenue near cor. Vito Cruz St., Malate, Manila

98,398.31 September 30, 2023

every 5 years

Tagaytay G/F, Tagaytay Prime Residences, Tagaytay-Calamba Road, Tagaytay Prime Rotunda, Brgy San Jose, Tagaytay City

67,244.80 December 16, 2023

every 5 years

Tagbilaran CPG Avenue, Tagbilaran, Bohol City

106,995.04 September 30, 2022

every 5 years

Tarlac Jaral Bldg. McArthur Ave. cor. Juan Luna St., Tarlac, Tarlac

155,368.20 February 28, 2022

every 5 years

Tektite G/F PSE Center, Ortigas Complex, Pasig City

851,397.95 September 30, 2021

every 4 years

Timog Cabrera Building II. 64 Timog Ave, Quezon City

337,165.92 February 23, 2023

every 5 years

Tomas Morato T. Morato cor. Sct. Lozano, Quezon City

215,711.84 November 30, 2024

every 5 years

Tuguegarao G/F Bagay Road corner Andrews Street, Caritan Centro, Tuguegarao City, Cagayan

75,000.00 January 31, 2024

every 5 years

UN Avenue M.H. del Pilar corner M. Guerrero Streets, U.N. Avenue, Ermita, Manila

250,228.00 December 31, 2023

every 5 years

Valenzuela - Fatima

Km 12 McArthur Hi-way, Marulas, Valenzuela

192,622.50 May 14, 2021 every 1 years

Valero Le Grand Condominium, 130 Valero St., Salcedo Village, Makati City

253,023.75 July 31, 2020 every 3 years

Vertex One - San Lazaro

Space 12 & 13, Vertex One building, San Lazaro, Manila

178,379.21 December 31, 2023

every 6 years

Vigan Jose Singson St., Vigan, Ilocos Sur

93,111.52 August 29, 2021

every 5 years

Visayas Congressional

G/F, WMG Bldg., 47 Visayas Avenue corner Congressional Ext., Brgy. Culiat, Quezon City

181,512.00 December 31, 2025

every 5 years

Vito Cruz Kingswood Arcade, Vito Cruz St. corner Pasong Tamo St., Makati City

92,954.90 January 30, 2026

every 5 years

Wack - Wack 6 Shaw Blvd. corner Laurel St., Mandaluyong City

192,880.16 December 31, 2024

every 5 years

West Avenue 27-A West Ave., Quezon City 123,840.00 March 31, 2022 every 5 years West Avenue - Baler

#91 West Ave. Brgy. Bungad, Quezon City

148,014.70 May 31, 2023 every 5 years

West Service Road Rodeo Bldg., Km. 18 West Service Road, South Luzon Expressway, Parañaque City

108,885.10 July 31, 2022 every 5 years

9

Yuchengco G/F, Units 2 & 3, Escolta Parking Bldg., Escolta corner Yuchengco Sts., Binondo Manila

212,730.00 August 31, 2025

every 5 years

Zamboanga City G/F ZAEC Bldg. Mayor Jaldon Street cor. Governor Alvarez St. Zamboanga City

124,106.03 September 29, 2024

every 5 years

**One-time payment Php 6.5M

City Savings Bank

Branch Name Address Monthly Rental Expiration of Lease

Term of Renewal

Bogo Branch P. Rodriguez St., Brgy. Cogon, Bogo, Cebu 6010

24,640.00 July 31, 2021 Aug. 1, 2016 to July 31, 2021

Roxas, Capiz Branch

Bonifacio (McKinley) St., Roxas City, Capiz

33,030.90 May 31, 2021 June 1, 2019 - May 31, 2021

34,682.44 May 31, 2022 June 1, 2021 - May 31, 2022

36,416.57 May 31, 2023 June 1, 2022 - May 31, 2023

38,237.40 May 31, 2024 June 1, 2023- May 31, 2024

Cagayan Branch TS Fashion Building, Corrales Ave. (between J. Ramonal & R. Chaves Sts., Cagayan de Oro City

79,494.31 June 30, 2017 July 1, 2016 - June 30, 2017

79,494.31 June 30, 2018 July 1, 2017 - June 30, 2018

84,263.97 June 30, 2019 July 1, 2018 - June 30, 2019

89,319.81 June 30, 2020 July 1, 2019 - June 30, 2020

94,679.00 June 30, 2021 July 1, 2020 - June 30, 2021

Balamban Branch E.S. Binghay St., Poblacion, Balamban, Cebu

3,750.00 March 31, 2023 April 1, 1998 to March 31, 2023

Bacolod Branch G/F 722 Metropolis Tower, Lacson St., Mandalagan, Bacolod City, Negros Occidental

138,999.01 April 01, 2020 May 2019 - April 2020

145,948.96 April 01, 2021 May 2020 - April 2021

153,246.41 April 01, 2022 May 2021 - April 2022

Calbayog Branch Salcor Bldg., Rosales Blvd., Calbayog City Western Samar 6710

75,695.95 March 31, 2020

April 1, 2019 - March 31, 2020

80,237.71 March 31, 2021 April 1, 2020 - March 31, 2021



Davao Branch Doors 1-3 PNRC Bldg., M. Roxas Avenue, Davao City

157,599.03 October 31, 2020

November 1, 2019 - October 31,

2020 165,478.98 October 31,

2021 November 1,

2020 - October 31, 2021

173,752.93 October 31, 2022


2022 Tacloban Branch YPL Bldg., Door #3 Salazar St.,

Tacloban City 118,771.16 October 31,

2025 Nov. 1, 2020 - Oct. 31, 2025

10

Iloilo Branch Ground Floor 143 Esperanza Building, General Luna Street, Iloilo City

95,851.36 March 31, 2024

April 1, 2019-March 31, 2024

Tanjay Branch Sweet Lady Building, Legaspi St., Barangay Poblacion 8, Tanjay City ,6204 Negros Oriental

36,842.11 December 31, 2024

January 1, 2019 - December 31,

2024

Ubay Branch Ground Floor Rogelio Inn Building, Colonel Marciano Garces Street, Poblacion, Ubay, Bohol

40,000.00 July 31, 2023 August 1, 2018 - July 31, 2023

Tagum Branch Ground Floor PLJ Building, Apokon Road, Tagum City, Davao del Norte 8100

108,193.04 February 28, 2020

March 1, 2019 - February 28,

2020 113,602.70 February 28,

2021 March 1, 2020 -

February 28, 2021 119,282.83 February 28,

2022 March 1, 2021 - February 28,

2022 125,246.98 February 28,

2023 March 1, 2022 - February 28,

2023 Sogod Branch Corner Concepcion and

Mangkaw Streets, Barangay Zone 1 Sogod, Southern Leyte

50,000.00 July 31, 2025 July 31, 2020 - July 31, 2025

Carcar Branch WPT Building Esperanza Village Awayan Poblacion III, Carcar City, Cebu

92,261.84 July 15, 2020 July 14, 2019 - July 15, 2020

97,797.55 July 15, 2021 July 14, 2020 - July 15, 2021

Ormoc Branch STP Bldg., Aviles St., Ormoc City, Leyte

126,588.66 December 31, 2024


2024 Antique Branch C.R. Building, T.A. Fornier St.,

San Jose, Antique 67,020.40 November 30,

2020 December 1, 2019 - November 30,

2020 70,371.42 November 30,

2021 December 1,

2020 - November 30, 2021

73,889.99 November 30, 2022

December 1, 2021 - November 30,

2022 77,584.49 November 30,

2023 December 1, 2022 - November 30,

2023 Kabankalan Branch L&M Bldg., Corner Guanzon &

Azcona Sts., Kabankalan City 27,830.00 March 31, 2023 April 1, 2018 -

March 31, 2023 Mandaue Branch Unit 3 & 4 Citybridge Plaza, AC

Cortes Avenue cor. P. Burgos St., Mandaue City, Cebu

116,040.33 March 31, 2020

April 1, 2019 - March 31, 2020


San Carlos Branch Door 2, 3 & 4 Heritage Bldg. FC Ledesma Ave. San Carlos City Neg. Occ. 6127

33,689.29 February 28, 2024

March 1, 2019-February 28,

2024 Catarman, Northern Samar Branch

Camara Building 1305 Bonifacio corner Garcia Sts., Barangay Mabolo, Catarman, Northern Samar

72,268.35 May 31, 2020 June 1, 2019 - May 31, 2020

75,881.77 May 31, 2021 June 1, 2020 - May 31, 2021

79,675.86 May 31, 2022 June 1, 2021 - May 31, 2022

83,659.65 May 31, 2023 June 1, 2022 - May 31, 2023

11

Calamba Branch Unit #1EF GF Margimel Building, National Highway Brgy. Halang Calamba City, Laguna

121,980.00 January 31, 2021

February 1, 2020 - January 31, 2021

128,079.00 January 31, 2023


134,482.95 January 31, 2024

February 1, 2023 - January 31,

2024 141,207.10 January 31,

2025 February 1, 2024

- January 31, 2025

Dumaguete Branch GF Eros Bldg. Dr. V. Locsin & Real Sts., Poblacion 8, Dumaguete City 6200

129,654.00 January 01, 2020

January 1, 2019 - January 1, 2020

117,810.00 January 01, 2021


123,700.50 January 01, 2022


129,886.46 January 01, 2023


136,380.97 January 01, 2024


143,200.86 January 01, 2025


Borongan Branch JRC Bldg., Real St., Brgy. Songco, Borongan Eastern Samar 6800

53,532.63 October 31, 2025

November 1, 2020 - October

31, 2025 Leganes Branch Pestano Commercial Building,

Doors 4,5&6, Poblacion, Leganes, Iloilo 5000

61,742.17 December 31, 2020


2020 66,064.12 December 31,

2021 January 1, 2020 -

December 31, 2021

Kalibo Branch G/F Cruzadel Bldg, Archbishop Reyes St. Poblacion, Kalibo, Aklan

44,210.53 March 31, 2020

April 1, 2019 - March 31, 2020




La Union Kenny Plaza, Quezon Ave., Catbangen, San Fernando City, La Union

90,105.26 February 28, 2022


2022 Lucena Branch Ground Floor ML Tagaro

Street, Barangay 5, Lucena City, Quezon

110,270.72 May 20, 2023 May 21, 2020 - May 20, 2023

Legazpi Branch Mezzanin Floor of the Tower Mall Building 4, Landco Business Park, Legazpi City

125,635.68 January 31, 2020


125,635.68 January 31, 2021


131,917.46 January 31, 2022


138,513.33 January 31, 2023

February 1, 2022 - January 31,

2023 145,438.99 January 31,

2024 February 1, 2023

- January 31, 2024

Lipa Branch G/F 1NK Centre, General Luna St., Sabang, Lipa City, Batangas

85,413.82 October 04, 2020

October 5, 2019 - October 4, 2020

89,684.51 October 04, 2021


12

94,168.73 October 04, 2022


Dagupan City Rudel Bldg., Perez Blvd. corner Guilig St., Dagupan City

67,032.00 May 31, 2020 June 1, 2019 - May 31, 2020

70,383.60 May 31, 2021 June 1, 2020 - May 31, 2021

Cabanatuan City 701 Paco Roman Street, Dimasalang Cabanatuan City, Nueva Ecija

72,546.54 December 04, 2020

Dec. 4, 2019 - Dec. 4, 2020

76,173.87 December 04, 2021

Dec. 4, 2020 - Dec. 4, 2021

79,982.56 December 04, 2022

Dec. 4, 2021 - Dec. 4, 2022

Tarlac City Plaza de Oro Arcade Mc Arthur Highway Poblacion 2, Tarlac City

105,063.50 December 07, 2020

December 8, 2019 - December

7, 2020 110,316.67 December 07,

2021 December 8,

2020 - December 7, 2021

115,832.51 December 07, 2022


7, 2022 Caloocan Branch Dianne Building 746 Rizal

Avenue Extension Grace Park Caloocan City

236,256.00 October 31, 2020


2020 252,793.92 October 31,

2021 November 1,

2020 - October 31, 2021

270,489.49 October 31, 2022


2022 Dasmariñas Branch Lot 5 & 6, Block 94, Governor's

Drive, Metrogate Subdivision, Dasmarinas City, Cavite

52,800.00 December 31, 2020


2020 52,800.00 December 31,

2021 January 1, 2021 -

December 31, 2021

58,080.00 December 31, 2022


2022 58,080.00 December 31,

2023 January 1, 2023 -

December 31, 2023

Olongapo City, Zambales

G/F Phil. National Red Cross Bldg. Magsaysay Street Olongapo City Zambales

111,157.89 June 30, 2020 July 1, 2019 - June 30, 2020

116,715.79 June 30, 2021 July 1, 2020 - June 30, 2021

122,551.58 June 30, 2022 July 1, 2021 - June 30, 2022

128,679.16 June 30, 2023 July 1, 2022 - June 30, 2023

Mati Branch Andrada Bldg. No. 56 Rizal St. Mati City, Davao Oriental

55,362.26 February 28, 2020


2020 58,130.37 February 28,

2021 March 1, 2020 -

February 28, 2021 61,036.90 February 28,

2022 March 1, 2021 - February 28,

2022 64,088.74 February 28,

2023 March 1, 2022 - February 28,

2023 Naga Branch Door #44-45 CBD II Terminal,

Triangulo, Naga City, Camarines Sur

62,233.92 April 30, 2020 May 01, 2019 - April 30, 2020

13

65,345.61 April 30, 2021 May 01, 2020 - April 30, 2021

68,612.89 April 30, 2022 May 01, 2021 - April 30, 2022

72,043.53 April 30, 2023 May 01, 2022 - April 30, 2023

Digos Branch Unit NO. 6,7 & 8 USPD Bldg. Rizal Avenue Zone III Digos City, Davao Del Sur

93,767.63 April 30, 2020 May 01, 2019 - April 30, 2020

98,456.02 April 30, 2021 May 01, 2020 - April 30, 2021

103,378.82 April 30, 2022 May 01, 2021 - April 30, 2022

108,547.77 April 30, 2023 May 01, 2022 - April 30, 2023

Urdaneta City, Pangasinan

Units 18 & 19 Honaco Commercial Bldg. Nancayasan Urdaneta City, Pangasinan

77,262.79 March 31, 2020

April 01, 2019 - March 31, 2020




Taytay Branch National Road, Ilog Pugad, Barangay San Juan, Taytay, Rizal

98,858.28 August 31, 2020

September 01, 2019 - August 31,

2020 108,744.10 August 31,

2021 September 01,

2020 - August 31, 2021

Baguio City G/F Insular Life Bldg., Abanao Corner Legarda St., Baguio City, Benguet

141,377.04 September 30, 2020

October 01, 2019 - September 30,

2020 151,273.92 September 30,

2021 October 01, 2020 - September 30,

2021 161,862.96 September 30,


2022 173,192.88 September 30,


2023 North Caloocan Branch

R-V Sabangan Building, Door 1-4, 500 Susano Road, Hilcrest Village, Camarin, Caloocan City

45,920.00 March 30, 2024

March 31, 2019- March 30, 2024

Surigao Branch Ground Floor Parkway Mall Km 3, Barangay Luna, National Highway, Surigao City

84,595.70 June 11, 2020 June 12, 2019 - June 11, 2020

93,055.27 June 11, 2021 June 12, 2020 - June 11, 2021

102,360.80 June 11, 2022 June 12, 2021 - June 11, 2022

112,596.87 June 11, 2023 June 12, 2022 - June 11, 2023

123,856.55 June 11, 2024 June 12, 2023 - June 11, 2024

Santiago City, Isabela

Insular Life Building, Maharlika Highway, Santiago City, Isabela

50,599.54 April 01, 2020 May 1, 2019- April 2020

55,615.36 April 01, 2021 May 1, 2019- April 2021

61,176.36 April 01, 2022 May 1, 2019- April 2022

67,293.46 April 01, 2023 May 1, 2019- April 2023

74,022.94 April 01, 2024 May 1, 2019- April 2024

14

Butuan Branch Ismael Elloso Street corner JC Aquino Avenue and Imadejas Subdivision, Butuan City

70,371.42 April 30, 2020 May 1, 2019 - April 30, 2020

73,889.99 April 30, 2021 May 1, 2020 - April 30, 2021

77,584.49 April 30, 2022 May 1, 2021 - April 30, 2022

81,463.72 April 30, 2023 May 1, 2022 - April 30, 2023

85,536.90 April 30, 2024 May 1, 2023 - April 30, 2024

Calapan Branch Pure Gold - Calapan, J.P. Rizal Street, Barangay Camilmil, Calapan City, Oriental Mindoro

80,922.82 September 08, 2020

Sept. 09, 2019 - September 08,

2020 80,922.82 September

08, 2021 Sept. 09, 2020 - September 08,

2021 84,968.96 September

08, 2022 Sept. 09, 2021 - September 08,

2022 89,217.40 September

08, 2023 Sept. 09, 2022 - September 08,

2023 93,678.27 October 08,

2024 Sept. 09, 2023 -

October 08, 2024

Marikina Branch # 3 G. Fernando Avenue, San Roque, Marikina City

114,785.40 June 04, 2020 June 5, 2019- June 4, 2020

120,524.71 June 04, 2021 June 5, 2020- June 4, 2021

126,550.95 June 04, 2022 June 5, 2021- June 4, 2022

132,878.49 June 04, 2023 June 5, 2022- June 4, 2023

139,522.42 June 04, 2024 June 5, 2023- June 4, 2024

Taguig Branch 48 Gen. Alfredo Santos Ave., Lower Bicutan, Taguig City

63,150.00 September 28, 2020

September 29, 2019 - September

28, 2020 64,413.00 September 28,

2021 September 29,

2020 - September 28,

2021 65,701.26 September 28,

2022 September 29,

2021 - September 28, 2022

67,015.29 September 28, 2023

September 29, 2022 -

September 28, 2023

68,355.59 September 28, 2024


September 28, 2024

Lemery Branch National Road, Barangay Malinis 4209, Lemery, Batangas

70,000.00 September 27, 2020

Sept. 28, 2019 - September 27,

2020 73,500.00 September 27,

2021 Sept. 28, 2020 - September 27,

2021 73,500.00 September 27,

2022 Sept. 28, 2021 - September 27,

2022 77,175.00 September 27,

2023 Sept. 28, 2022 - September 27,

2023

15

77,175.00 September 27, 2024

Sept. 28, 2023- September 27,

2024 Gumaca Branch A Bonifacio Street, Barangay

Tabing Dagat, Gumaca, Quezon 15,411.58 August 22,

2020 August 23, 2019 - August 22, 2020

16,952.74 August 22, 2021

August 23, 2020 - August 22, 2021

18,648.01 August 22, 2022

August 23, 2021 - August 22, 2022

20,512.81 August 22, 2023

August 23, 2022 - August 22, 2023

22,564.09 August 22, 2024

August 23, 2023 - August 22,

2024 Las Pinas Branch Alabang - Zapote Road Corner

Crispina Avenue, Pamplona, Las Pinas City

137,916.18 May 31, 2020 June 1, 2019 - May 31, 2020

144,812.00 May 31, 2021 June 1, 2020 - May 31, 2021

Navotas Branch 807 to 817 M. Naval St., Navotas, Metro Manila

59,693.63 May 31, 2020 June 1, 2019 - May 31, 2020

62,678.30 May 31, 2021 June 1, 2020 - May 31, 2021

Sta. Cruz Branch P. Guevarra Street, Poblacion, Barangay IV, Sta. Cruz, Laguna

79,205.93 October 14, 2019

October 15, 2018 - October 14,

2019 Marilao, Bulacan G/F RL Building McArthur

Highway Abangan Norte, Marilao Bulacan

55,000.00 November 17, 2020

November 17, 2019 - November

17, 2020 55,000.00 November 17,

2021 November 17,

2020 - November 17, 2021

57,750.00 November 17, 2022


17, 2022 60,637.50 November 17,

2023 November 17,

2022 - November 17, 2023

63,669.38 November 17, 2024


17, 2024 Gen Santos Branch Santiago Blvd., Brgy.

Dadiangas South, General Santos City

89,443.20 December 25, 2019


25, 2019 Sorsogon Branch AD Reyes Building 1461

Magsaysay Street, Barangay Salog, Sorsogon City

93,025.00 December 07, 2020


7, 2020 97,676.25 December 07,

2021 December 8,

2020 - December 7, 2021

102,560.06 December 07, 2022


7, 2022 107,688.07 December 07,

2023 December 8,

2022 - December 7, 2023

113,072.47 December 07, 2024


7, 2024 Palawan Branch Unit 1-A Ground Floor

Unionbank Building, Rizal Avenue corner Dacanay Street, Barangay Maningning, Puerto Princesa City, Palawan

56,484.34 February 04, 2025

February 5, 2020- February

4, 2025

16

San Jose, Nueva Ecija

Mario Salvador Building, Maharlika Highway Brgy. Malasin San Jose City, Nueva Ecija


San Jose Del Monte, Bulacan

Dalisay Bldg., Quirino HIghway, Brgy. Maharlika, San Jose Del Monte City, Bulacan

88,897.25 April 12, 2020 April 13, 2019 - April 12, 2020

Brgy. Kaypian, Quirino Highway, San Jose Del Monte, Bulacan

60,000.00 April 12, 2021 January 12, 2020- April 12, 2021

60,000.00 April 12, 2022 April 12, 2021- April 12, 2022




Angeles, Pampanga

G/F Diamond Spring Hotel, 192 McArthur Highway, Brgy. Balibago Angeles City, Pampanga







Valenzuela Branch 389 McArthur Highway, Malinta Valenzuela City


Daet Branch Ground Floor Central Plaza Mall, Central Plaza Complex, Barangay Lag-on, Daet, Camarines Norte

88,905.60 April 30, 2025 May 1, 2020 - April 30, 2025

Iriga Branch Zone 5, Highway 1, San Miguel, Iriga City

71,265.60 June 12, 2025 June 13, 2020 - June 12, 2025

Solano, Nueva Viscaya

G/F Ongtao Building, JP RIZAL Ave. Cor. Burgos St., Solano, Nueva Viscaya

69,877.50 April 30, 2025 May 1, 2020 - April 30, 2025

Pagadian Branch F&N Building, San Francisco District, Pagadian City, Zamboanga del Sur

79,735.37 April 30, 2020 May 1, 2019 - April 30, 2020

77,500.00 April 30, 2025 May 1, 2020 - April 30, 2025

España Branch 1880 Espana Gallery Building, San Diego and Quintos Sts., cor. España Blvd., Sampaloc, Manila

194,481.00 May 27, 2020 May 28, 2019 - May 27, 2020

Tondo Branch Ushio Plaza V Honorio Lopez Blvd., Tondo, Manila

86,821.87 June 09, 2025 June 10, 2020 - June 9, 2025

San Jose, Occ. Min. Branch

Lebrilla Ang Building, Burgos Corner Rizal Street, Barangay Poblacion 1, San Jose Occidental Mindoro

69,631.57 June 30, 2025 July 1, 2020 - June 30, 2025

Infanta, Quezon Branch

General Luna Street, Poblacion 39, Infanta, Quezon Province

18,278.29 July 31, 2020 August 1, 2019 - July 31, 2020

19,192.21 July 31, 2021 August 1, 2020 - July 31, 2021

20,151.82 July 31, 2022 August 1, 2021 - July 31, 2022

21,159.41 July 31, 2023 August 1, 2022 - July 31, 2023

17

22,217.38 July 31, 2024 August 1, 2023 - July 31, 2024

23,328.25 July 31, 2025 August 1, 2024 - July 31, 2025

Masbate Branch Upper Ground Floor, Gaisano Capital Mall, National Highway, Masbate City

72,685.32 August 30, 2025

August 31, 2020 - August 30, 2025

Anonas Branch Ground Floor Belmont Place Bldg. No.5 Anonas St., Project 3, Quezon City

74,875.19 July 22, 2025 July 23, 2020 - July 22, 2025

Alaminos, Pangasinan

Quezon Avenue Poblacion, Alaminos City Pangasinan

82,687.50 June 30, 2025 July 1, 2020 - June 30, 2025

Dipolog Branch Bulosan Building, Sergio Osmeña St., Central Barangay, Dipolog City, Zamboanga Del Norte

31,578.95 July 23, 2025 July 24, 2020 - July 23, 2025

42,000.00 July 23, 2025 July 23, 2020- July 23, 2025

Koronadal Branch Villa Amor Hotel, Door 14, General Santos Drive corner Arellano Street, Koronadal City, General Santos

88,164.72 July 22, 2025 July 23, 2020 - July 22, 2025

Zamboanga Branch

RHW Building Mayor Jaldon St., Brgy. Canelar, Zamboanga City

70,093.46 December 20, 2025


20, 2025 Kidapawan Branch G/F Aspilla Bldg. Quirino Drive,

North Cotabato, Kidapawan City

55,125.00 June 15, 2020 June 16, 2019 - June 15, 2020

57,881.25 June 15, 2021 June 16, 2020 - June 15, 2021

Baliwag, Bulacan Unit 2 & 3, R. Building, DRT Hi-way, Brgy. Pinagbarilan, Baliwag, Bulacan





Sta. Rosa Branch G/F Unitop Building, Balibago Complex, Balibago, Sta. Rosa, Laguna

58,500.00 October 31, 2024


2024 San Fernando, Pampanga

Unit 102 Suburbia Commercial Center, Mc Arthur Highway, Maimpis, San Fernando City, Pampanga

96,630.60 March 31, 2020

April 1, 2016 - March 31, 2020

101,462.13 March 31, 2021 April 1, 2020- March 31, 2021

Naval Branch Lite 208 P. Inocentes St., Naval, Biliran

12,487.25 August 31, 2025


2025 Estancia Branch Lite

National Highway, Brgy. Tabuan, Estancia, Iloilo

16,500.00 July 31, 2021 August 1, 2018 - July 31, 2021

Catbalogan Branch Lite

P-3, Brgy. Mercedes, Catbalogan City, Samar

13,070.77 September 10, 2025


September 10, 2025

Guimaras Branch Lite

E. Cantua Bldg., Brgy. San Miguel, Jordan, Guimaras

6,631.58 September 14, 2020


14, 2020 6,963.16 September 14,

2021 September 15,

2020 - September 14,

2021

18

Tabuk, Kalinga Commercial Space 2, Purok 2, Provincial Rd. Bulanao, Tabuk City, Kalinga Apayao

18,232.60 September 30, 2025


2025 Virac Branch Lite Unit 21 Ground Floor Virac

Town Center, Rizal Avenue, Barangay Gogon Sirangan Virac, Catanduanes

38,428.82 October 31, 2020


2020

40,350.26 October 31, 2021

November 1, 2020 - October

31, 2021 Baler, Aurora Etcubañez Building, Ground

Floor, Purok 7 Quezon St. Brgy. Suklayin Baler Aurora

35,000.00 December 03, 2020

December 04, 2019 -December

03, 2020 36,750.00 December 03,

2021 December 04,

2020 -December 03, 2021

38,587.50 December 03, 2022


03, 2022 40,516.88 December 03,

2023 December 04,

2022 -December 03, 2023

42,542.72 December 03, 2024


03, 2024 Danao Branch Lite Ground Floor, GA Complex 2,

Juan Luna St., Danao City, Cebu

15,789.47 November 15, 2020


15, 2020 16,578.95 November 15,

2021 November 16,

2020 - November 15, 2021

Cadiz Branch Lite Laura Hotel, Villena St., Zone 2, Cadiz City, Negros Occidental

14,817.60 September 30, 2020


2020 15,558.48 September 30,

2021 October 1, 2020 -

September 30, 2021

15,558.48 September 30, 2022


2022 16,336.40 September 30,


2023 Iligan Branch Lite Barangay Mahayahay, Roxas

Avenue, Iligan City 21,052.63 October 17,

2021 October 18, 2018

- October 17, 2021

Valencia Branch Lite

Unit 2, Velox Energy Gas Station, Sayre Highway, Hagkol Poblacion, Valencia City,Bukidnon

19,992.00 October 04, 2020


20,991.60 October 04, 2021


San Francisco Branch Lite

GF-01, Gaisano Capital San Francisco, Brgy. 5, National Highway, San Francisco, Agusan Del Sur.

32,413.51 September 28, 2025


September 28, 2025

Goa Branch Lite #102 Rizal St. Goa, Camarines Sur




Meycauayan, Bulacan

Meycauayan College Commercial Center, McArthur Highway, Brgy. Calvario, Meycauayan City, Bulacan


19


Nabunturan Branch Lite

Door #3 Tsukiko Bldg. LB Flores St. Purok 13 Poblacion Nabunturan, Compostela Valley

12,631.58 May 04, 2021 May 6, 2019 - May 4, 2021

Mangagoy, Bislig Branch Lite

Saint Vincent de Paul College Arcade, John Bosco Road, Mangagoy, Bislig City, Surigao del Sur

6,600.00 April 19, 2022 April 19, 2019-April 19, 2022

Tandag Branch Lite

#11 Purok Saturn, Telaje, Capitol Road, Tandag City, Surigao Del Sur

15,000.00 December 07, 2023

December 7, 2018-December

7, 2023 Cabarroguis Branch Lite

Purok 1, Gundaway, Cabarroguis, Quirino

12,560.75 July 17, 2023 July 18, 2018 - July 17, 2023

Bangued, Abra Snooks Commercial Building, National Highway Torrijos St. Zone 5, Bangued, Abra

10,467.28 July 17, 2020 July 18, 2019 - July 17, 2020

10,781.31 July 17, 2021 July 18, 2020 - July 17, 2021

11,104.74 July 17, 2022 July 18, 2021 - July 17, 2022

11,437.89 July 17, 2023 July 18, 2022 - July 17, 2023

Bontoc, Mt. Province

Purok 1, Gundaway, Cabarroguis, Quirino

11,514.01 July 17, 2020 July 18, 2019 - July 17, 2020

12,089.72 July 17, 2021 July 18, 2020 - July 17, 2021

12,694.20 July 17, 2022 July 18, 2021 - July 17, 2022

13,328.91 July 17, 2023 July 18, 2022 - July 17, 2023

Lagawe, Ifugao No. 7 Rizal Avenue, Poblacion East, Lagawe, Ifugao

10,739.44 July 17, 2020 July 18, 2019 - July 17, 2020

11,276.41 July 17, 2021 July 18, 2020 - July 17, 2021

11,840.24 July 17, 2022 July 18, 2021 - July 17, 2022

12,432.24 July 17, 2023 July 18, 2022 - July 17, 2023

Luna, Apayao 2nd Flr. Awali Square Building, San Isidro, Luna, Apayao

7,894.74 July 17, 2020 July 18, 2019 - July 17, 2020

8,289.47 July 17, 2021 July 18, 2020 - July 17, 2021

8,703.95 July 17, 2022 July 18, 2021 - July 17, 2022

9,139.15 July 17, 2023 July 18, 2022 - July 17, 2023

Ipil Branch Lite CL Arcade, Poblacion, Ipil, Zamboanga Sibugay, Province

25,121.50 August 15, 2020

August 16, 2019 - August 15, 2020

27,633.65 August 15, 2021

August 16, 2020 - August 15, 2021

27,633.65 August 15, 2022

August 16, 2021 - August 15, 2022

30,397.01 August 15, 2023

August 16, 2022 - August 15, 2023

Malita Branch Lite Lustre Building, Manuel Peralta St., Malita, Davao Occidental

10,526.31 August 14, 2020

August 15, 2019 - August 14, 2020

11,052.63 August 14, 2021

August 15, 2020 - August 14, 2021

Glan Branch Lite Space 3, Anares Building, Hombrebueno Street, Poblacion, Glan, Sarangani Province

8,421.05 September 06, 2021


6, 2021

20

Isulan Branch Lite Unit 4, Second Flr. RDPI Building, National Highway Kalawag 2, Isulan, Sultan Kudarat

15,700.93 August 01, 2021

August 1, 2018 - August 1, 2021

Abulug Near Abulug Police Station, Maharlika Highway Libertad Abulug Cagayan 3517

40,896.90 August 31, 2022


2022 Alicia National Highway, Magsaysay,

Alicia, Isabela 3306 260,173.46 August 31,

2022 September 1,

2017 - August 31, 2022

Antipolo Branch Unit 105 Rikland Center Marcos Highway Mayamot Antipolo City, Rizal

92,020.00 June 30, 2023 July 1, 2018 - June 30, 2023

Balanga Arzadon Bldg Don Manuel Banzon Ave Dona Francisca Balanga City Bataan 2100

90,719.63 May 14, 2025 May 14, 2020 - May 14, 2025

Bantay Real St. corner National Highway, Zone 2, Bantay, Ilocos Sur 2727

59,940.00 August 31, 2022


2022 Batangas Branch Junction Commercial Complex,

Zone 12, Padre Burgos St., Batangas City, Batangas

109,807.50 February 28, 2025

February 28, 2020 - February

28, 2025 Bayambang PR Savings Bank Bldg. Rizal

Avenue Corner Juan Luna St. Poblacion Sur Bayambang Pangasinan 2423

127,993.50 August 31, 2022


2022

Echague Garfunkel Fine Properties National Highway San Fabian Echague Isabela 3309

78,498.60 August 31, 2022


2022 Ilagan National Highway Baligatan

Ilagan City Isabela 3300 107,266.20 August 31,

2022 September 1,

2017 - August 31, 2022

Plaridel AAM Building Cagayan Valley Road Banga 1st Plaridel Bulacan 3004

67,634.29 May 05, 2025 May 5, 2020 - May 5, 2025

Ramon PR Savings Bank Bldg. Purok1 National Highway Bugallon Proper Ramon Isabela 3319

35,479.50 August 31, 2022


2022 Tagaytay Branch Lot I2(Briones Derm Clinique)

E. Aguinaldo Highway, Brgy. San Jose, Tagaytay City, Cavite

60,000.00 October 13, 2020

October 14, 2019- October 13, 2020

63,000.00 October 13, 2021

October 14, 2020- October

13, 2021 66,150.00 October 13,

2022 October 14, 2021- October 13, 2022

69,457.50 October 13, 2023

October 14, 2022- October 13,

2023 72,930.38 October 13,

2024 October 14,

2023- October 13, 2024

Naguilian Magsaysay District, Naguilian, Isabela, 3302

20,134.80 August 31, 2022

September 01, 2017- August 31,

2022 Aparri Maharlika Highway, Macanaya,

Aparri, Cagayan 36,602.50 March 31,

2020 March 31, 2019- March 30, 2020

38,432.63 March 31, 2021 March 31, 2020- March 30, 2021


Candon Long National Highway San Nicolas Candon City Ilocos Sur


Bacoor Branch G/F San Miguel Bldg, Panapaan I, Aguinaldo Hi-way Bacoor Cavite

79,007.91 May 31, 2024 June 1, 2019 - May 31, 2024

21

San Carlos Pagsolingan Bldg. Rizal Avenue, San Carlos City, Pangasinan

3,325.00 March 12, 2025 March 13, 2020 - March 12, 2025

Iba Branch Lite 2F Rhoi Bldg Posadas St. National Highway, Palanginan, Iba, Zambales

14,113.49 May 31, 2025 May 31, 2020 - May 31, 2025

Dinalupihan Branch Lite

Brgy. Burgos,Dinalupihan Bataan

27,353.55 May 01, 2025 May 1, 2020 - May 1, 2025

Tuguegarao De Yro Building Mabini Street Ugac Norte Tuguegarao City Cagayan 3500

155,278.85 February 28, 2020

March 1, 2019- February 28,

2020 70,000.00 February 27,

2022 February 28,

2020 - February 27, 2022

72,100.00 February 27, 2023


27, 2023 74,263.00 February 27,

2024 February 28,

2023 - February 27, 2024

76,490.89 February 27, 2025


27, 2025 Tanay, Rizal Branch

#23 M.H. Del Pilar Street, Brgy. Plaza Aldea, Tanay, Rizal


Nasugbu, Batangas Branch Lite

HBT Building JP Laurel St., Brgy. 9 Nasugbu, Batangas


Marinduque Branch Lite

Brgy. Malusak, Boac, Marinduque


Romblon Branch 2nd Flr., Rose Petal Bldg. Brgy. Dapawan, Odiongan, Romblon


Irosin Branch Lite JRC Bldg. Fr. Zamora St., Barangay San Julian, Irosin, Sorsogon


Bayawan Branch Lite

Poblacion, Bayawan City, Negros Oriental

27,368.42 February 28, 2025


28, 2025 Maasin Branch Lite Aquino- Ledesma Suites, R.

Kangleon St. Brgy. Tagnipa, Maasin Southern Leyte


Imelda Branch Lite National Highway, Poblacion, Imelda, Zamboanga Sibugay


Sindangan Branch Lite

Mabini St. corner Fr. Zamora St., Poblacion, Sindangan, Zamboanga del Norte.


Tubod Branch Lite 2nd Flr. A & A Parklane Building, Poblacion, Tubod, Lanao Del Norte


Ozamis Branch Lite

Zamora St., Barangay 50th, Ozamis City


San Jose, Dinagat Branch Lite

DM Avenue P-1 Brgy. San Juan, San Jose Poblacion, Dinagat Island (Landmark: San Jose Public Market)


Midsayap Branch Lite

Rizal St., corner Magallanes St., Poblacion 3, Midsayap, North Cotabato


FAIR Bank

Branch Name Address Monthly Rental Expiration of

Lease Term of Renewal

Carcar Branch San Vicente St., Cogon, Poblacion 1, Carcar City, Cebu

15,000.00 June 01, 2023 3 years

22

Mandaue Branch 251 SB Cabahug St., Ibabao, Mandaue City

18,000.00 September 14, 2021

1 year

Tubigon Branch Pooc Occidental, Tubigon, Bohol

13,891.50 December 31, 2021

1 year

Sibulan Branch 670 Campaclan, Sibulan, Negros Oriental

10,000.00 June 01, 2023 3 years

Toledo Branch Corner Magsaysay Street, Poblacion, Toledo City

15,000.00 February 03, 2023

3 years

Bago BLU Purok Matinipugon 1A, Brgy. Lag-asan, Bago City Negros Occidental

8,000.00 June 01,2022 2 years

Escalante BLU Varca St. National Highway, Escalante City, Negros Occidental

10,000.00 June 30,2021 Amendment from November 2020 to June 2021 (6-

months term) Kabankalan BLU Cor. Oklahoma, Los Angeles

St., Brgy. 1, Kabankalan City, Negros Occidental

7,000.00 May 31,2021 1 year

San Carlos Branch Ilang - ilang St., San Julio Subdivision, Brgy. II, San Carlos City, Negros Occidental

7,500.00 June 01,2023 3 years

Silay Branch Zone 1, Antilla Subd., Brgy.IV, Silay City

11,000.00 June 30,2021 Amendment from November 2020 to June 2021 (6-

months term) Danao Branch P.G Almendras St., Poblacion,

Danao City, Cebu 12,350.00 April 14, 2021 1 year

Cadiz Branch Zone 2, Andrea Village, Cadiz City, Neg. Occidental

8,000.00 December 31, 2020

-

Bangko Kabayan

Branch Name Address Monthly Rental Expiration of

Lease Term of Renewal

Batangas Branch 76 E. P. Burgos St. Batangas City


San Jose Makalintal Avenue, Brgy. Taysan, San Jose, Batangas

60,717.89 October 02, 2021

every 5 years

Calatagan Poblacion, Calatagan, Batangas 8,508.54 March 01, 2025

every 15 years

Sariaya Poblacion, Sariaya, Quezon 25,467.75 July 25, 2027 every 15 years Tiaong Poblacion I, Tiaong, Quezon 11,025.00 August 17,

2027 every 15 years

Agoncillo Poblacion, Agoncillo, Batangas 17,697.77 August 17, 2024

every 5 years

Lobo Lobo, Batangas 9,408.00 June 30, 2021 1 year Lipa Laserta Building, Lipa City 63,157.89 November 30,

2025 every 5 years

Talisay Brgy. Banga, Talisay, Batangas 18,998.13 March 01, 2026

every 10 years

Atimonan 280 P. Enriquez St. corner Rizal St. Atimonan, Quezon

17,173.50 March 31, 2026

every 10 years

Gumaca Brgy. Tabong Dagat, Gumaca, Quezon


Balayan Brgy. V., Balayan, Batangas 33,157.89 January 30, 2028

every 10 years

Tanauan Unit 102, Emir Commercial Building, President J.P. Laurel Highway, Pob. II, Tanauan City, Batangas

72,689.43 March 31, 2028

every 10 years

Lemery National Highway, Brgy. Palanas, Lemery, Batangas

44,721.60 February 28, 2027

every 10 years

*SGVFSM005928*

C O V E R S H E E Tfor

AUDITED FINANCIAL STATEMENTS

SEC Registration Number

3 6 7 0 3

C O M P A N Y N A M E

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

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

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

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

O R T I G A S C E N T E R , P A S I G C I T Y

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S

C O M P A N Y I N F O R M A T I O N

Company’s Email Address Company’s Telephone Number Mobile Number

www.unionbankph.com 8667-6388

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

4,953 May 22 December 31

CONTACT PERSON INFORMATION

The designated contact person MUST be an Officer of the Corporation

Name of Contact Person Email Address Telephone Number/s Mobile Number

FRANCIS B. ALBALATE [email protected] (632) 8667-6388

CONTACT PERSON’s ADDRESS

UnionBank Plaza Bldg, Meralco Ave. cor. Onyx and Sapphire Streets, Ortigas Center, Pasig City

NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commissionwithin thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with

the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for itsdeficiencies.

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INDEPENDENT AUDITOR’S REPORT

The Board of Directors and StockholdersUnion Bank of the PhilippinesUnionBank PlazaMeralco Avenue corner Onyx street and Sapphire Road,Ortigas Center, Pasig City

Report on the Consolidated and Parent Bank Financial Statements

Opinion

We have audited the consolidated financial statements of Union Bank of the Philippines and itssubsidiaries (the Group) and the parent bank financial statements of Union Bank of the Philippines (theParent Bank), which comprise the consolidated and parent bank statements of financial position as atDecember 31, 2020 and 2019, and the consolidated and parent bank statements of income, consolidatedand parent bank statements of comprehensive income, consolidated and parent bank statements ofchanges in capital funds and consolidated and parent bank statements of cash flows for each of the threeyears in the period ended December 31, 2020, and notes to the consolidated and parent bank financialstatements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated and parent bank financial statements present fairly, in allmaterial respects, the financial position of the Group and the Parent Bank as at December 31, 2020 and2019, and their financial performance and their cash flows for each of the three years in the period endedDecember 31, 2020 in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Ourresponsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Consolidated and Parent Bank Financial Statements section of our report. We are independent ofthe Group and the Parent Bank in accordance with the Code of Ethics for Professional Accountants in thePhilippines (Code of Ethics) together with the ethical requirements that are relevant to our audit of theconsolidated and parent bank financial statements in the Philippines, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the consolidated and parent bank financial statements of the current period. These matters wereaddressed in the context of our audit of the consolidated and parent bank financial statements as a whole,and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For eachmatter below, our description of how our audit addressed the matter is provided in that context.

SyCip Gorres Velayo & Co.6760 Ayala Avenue1226 Makati CityPhilippines

Tel: (632) 8891 0307Fax: (632) 8819 0872ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021SEC Accreditation No. 0012-FR-5 (Group A),

November 6, 2018, valid until November 5, 2021

A member firm of Ernst & Young Global Limited

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We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the

Consolidated and Parent Bank Financial Statements section of our report, including in relation to thesematters. Accordingly, our audit included the performance of procedures designed to respond to ourassessment of the risks of material misstatement of the consolidated and parent bank financial statements.The results of our audit procedures, including the procedures performed to address the matters below,provide the basis for our audit opinion on the accompanying consolidated and parent bank financialstatements.

Applicable to the Audit of the Consolidated and Parent Bank Financial Statements

Allowance for expected credit loss (ECL)

The Group’s and the Parent Bank’s application of the expected credit loss (ECL) model in calculatingthe allowance for credit losses on loans and receivables is significant to our audit as it involves theexercise of significant management judgment. Key areas of judgment include: segmenting the Group’sand the Parent Bank’s credit risk exposures; determining the method to estimate ECL; definingdefault; identifying exposures with significant deterioration in credit quality, taking into accountextension of payment terms and payment holidays provided as a result of the coronavirus pandemic;determining assumptions used in the ECL model such as the counterparty credit risk rating, theexpected life of the financial asset, expected recoveries from defaulted accounts, and impact of creditenhancements extended by any party; and incorporating forward-looking information, including theimpact of the coronavirus pandemic, in calculating ECL.

Refer to Notes 4 and 20 of the consolidated and parent bank financial statements for the disclosures onthe details of the allowance for credit losses using the ECL model.

Audit Response

We obtained an understanding of the methodologies and models used for the Group’s and the ParentBank’s different credit exposures and assessed whether these considered the requirements of PFRS 9,Financial Instruments, to reflect an unbiased and probability-weighted outcome, and to consider timevalue of money and the best available forward-looking information. We also inspected and consideredthe results of the model validation on the risk rating performed by management’s specialist.

We (a) assessed the Group’s and the Parent Bank’s segmentation of its credit risk exposures based onhomogeneity of credit risk characteristics; (b) tested the definition of default and significant increase incredit risk criteria against historical analysis of accounts, credit risk management policies and practices inplace, and management’s assessment of the impact of the coronavirus pandemic on the counterparties;(c) tested the Group’s and the Parent Bank’s application of internal credit risk rating system, including theimpact of the coronavirus pandemic on the borrowers, by reviewing the ratings of sample creditexposures; (d) tested loss given default by inspecting historical recoveries and related costs, write-offsand collateral valuations, and the effects of credit enhancements provided by any party; (e) testedexposure at default considering outstanding commitments and repayment scheme; (f) checked theforward-looking information used for overlay through statistical test and corroboration using publiclyavailable information and our understanding of the Group’s and the Parent Bank’s lending portfolios andbroader industry knowledge, including the impact of the coronavirus pandemic; and (g) tested theeffective interest rate used in discounting the expected credit loss.

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- 3 -

Further, we checked the data used in the ECL models by reconciling data from source system reports tothe data warehouse and from the data warehouse to the loss allowance models and financial reportingsystems. To the extent that the loss allowance analysis is based on credit exposures that have beendisaggregated into subsets of debt financial assets with similar risk characteristics, we traced or re-performed the disaggregation from source systems to the loss allowance analysis.

We recalculated impairment provisions on a sample basis. We reviewed the completeness of thedisclosures made in the consolidated and parent bank financial statements.

We involved our internal specialists in the performance of the above procedures.

Accounting for Disposals of Investment Securities held under the Hold-to-Collect (HTC) Business Model

In 2020, the Parent Bank disposed of investment securities managed under the hold-to-collect (HTC)business model. Investment securities held under a hold-to-collect business model, which are classifiedas ‘Investment securities at amortized cost’, are managed to realize cash flows by collecting contractualpayments over the life of the instrument.

The accounting for the disposals is significant to our audit because the amounts involved are material tothe consolidated and parent bank financial statements. Moreover, it involves the exercise of significantjudgment by management in assessing that the disposals are consistent with the HTC business model andthat it would not impact the measurement of the remaining securities in the affected portfolios.

The disclosures relating to the disposals from its HTC portfolio are included in Note 3 to the consolidatedand parent bank financial statements.

Audit Response

We obtained an understanding of the Parent Bank’s objectives for disposals of investment securities atamortized cost through inquiries with management and review of approved internal documentations,including governance over the disposals. We evaluated management’s assessment of the impact of thedisposals on the affected portfolios in reference to the Parent Bank’s business models and the provisionsof the relevant accounting standards and regulatory issuances. We also reviewed the calculation of thegains on the disposals and the measurement of the remaining securities in the affected portfolios.

We reviewed the disclosures related to the disposals based on the requirements of PFRS 7, Financial

Instruments: Disclosures, PFRS 9 and Philippine Accounting Standard (PAS 1), Presentation of

Financial Statements.

Impairment testing of goodwill

Under PFRS, the Group and the Parent Bank perform testing of goodwill for impairment annually ormore frequently if events or changes in circumstances indicate that the carrying values may be impaired.The Group’s and the Parent Bank’s goodwill attributable to the various cash generating units (CGUs) isconsidered significant to the consolidated and parent bank financial statements. The Group’s and theParent Bank’s impairment assessment requires significant judgement and is based on assumptions whichare subject to higher level of estimation uncertainty due to the current economic conditions which havebeen impacted by the coronavirus pandemic, specifically on loan growth rate, deposit growth rate anddiscount rate. The disclosures in relation to the CGUs to which the goodwill is allocated and the Group’sand the Parent Bank’s impairment assessment are included in Notes 3 and 18 to the consolidated andparent bank financial statements.


*SGVFSM005928*

- 4 -

Audit Response

We involved our internal specialist in evaluating the methodologies and the assumptions used incalculating the value-in-use (VIU) of the CGUs. We compared the key assumptions used such as loangrowth rate, deposit growth rate and discount rate against the historical financial performance and thespecific plans for the CGUs and other relevant external data, taking into consideration the impactassociated with coronavirus pandemic. We tested the parameters used in the determination of the discountrate against market data. We also reviewed the Group’s and the Parent Bank’s disclosures about thoseassumptions to which the outcome of the impairment test is most sensitive; specifically those that havethe most significant effect on the determination of the recoverable amount of goodwill.

Other Information

Management is responsible for the other information. The other information comprises the informationincluded in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Reportfor the year ended December 31, 2020, but does not include the consolidated and parent bank financialstatements and our auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement),SEC Form 17-A and Annual Report for the year ended December 31, 2020 are expected to be madeavailable to us after the date of this auditor’s report.

Our opinion on the consolidated and parent bank financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated and parent bank financial statements, our responsibility isto read the other information identified above when it becomes available and, in doing so, considerwhether the other information is materially inconsistent with the consolidated and parent bank financialstatements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated and

Parent Bank Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated and parent bankfinancial statements in accordance with PFRSs, and for such internal control as management determinesis necessary to enable the preparation of consolidated and parent bank financial statements that are freefrom material misstatement, whether due to fraud or error.In preparing the consolidated and parent bankfinancial statements, management is responsible for assessing the Group’s and Parent Bank’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Group and the ParentBank or to cease operations, or has no realistic alternative but to do so.Those charged with governance areresponsible for overseeing the Group’s and Parent Bank’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated and Parent Bank Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated and parent bankfinancial statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, butis not a guarantee that an audit conducted in accordance with PSAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated and parent bank financial statements.

A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited

*SGVFSM005928*

- 5 -

As part of an audit in accordance with PSAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated and parent bank financialstatements, whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Group’s and Parent Bank’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s and Parent Bank’s ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to draw attention inour auditor’s report to the related disclosures in the consolidated and parent bank financial statementsor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor’s report. However, future events or conditions maycause the Group and the Parent Bank to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated and parent bank financialstatements, including the disclosures, and whether the consolidated and parent bank financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.We are responsible for the direction, supervision and performance of the audit. We remain solelyresponsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.

From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the consolidated and parent bank financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.


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Report on the Supplementary Information Required Under Bangko Sentral ng Pilipinas (BSP)

Circular No. 1074 and Revenue Regulations 15-2010

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken asa whole. The supplementary information required under BSP Circular No. 1074 in Note 37 to thefinancial statements and Revenue Regulations 15-2010 in Note 38 to the financial statements is presentedfor purposes of filing with the BSP and the Bureau of Internal Revenue, respectively, and is not a requiredpart of the basic financial statements. Such information is the responsibility of the management of UnionBank of the Philippines. The information has been subjected to the auditing procedures applied in ouraudit of the basic financial statements. In our opinion, the information is fairly stated, in all materialrespects, in relation to the basic financial statements taken as a whole.

The engagement partner on the audit resulting in this independent auditor’s report is Janet A. Paraiso.

SYCIP GORRES VELAYO & CO.

Janet A. ParaisoPartnerCPA Certificate No. 92305SEC Accreditation No. 0778-AR-3 (Group A), June 19, 2018, valid until June 18, 2021Tax Identification No. 193-975-241BIR Accreditation No. 08-001998-62-2020, December 3, 2020, valid until December 2, 2023PTR No. 7332517, January 4, 2021, Makati City

February 26, 2021


*SGVFSM005928*

UNION BANK OF THE PHILIPPINES AND SUBSIDIARIES

STATEMENTS OF FINANCIAL POSITIONDecember 31, 2020 and 2019

(Amounts are presented in thousands of Philippine Pesos)

Group Parent Bank

December 31 December 31

2020 2019 2020 2019

RESOURCES

Cash and Other Cash Items (Note 8) P=8,958,042 P=8,580,709 P=7,814,917 P=7,832,302Due from Bangko Sentral ng Pilipinas (Note 8) 103,869,770 73,749,813 83,867,434 67,798,418

Due from Other Banks (Note 9) 68,532,218 73,675,709 64,763,768 71,497,226Interbank Loans Receivable (Note 10) − 213,062 − 213,062Trading and Investment Securities

At fair value through profit or loss (Note 11) 18,448,649 7,866,401 18,411,304 7,817,555At amortized cost (Note 12) 155,810,967 161,664,369 153,171,111 161,664,369At fair value through other comprehensive income (Note 13) 31,190,259 5,657,636 31,009,041 5,657,636

Loans and Other Receivables - net (Note 14) 339,536,830 392,564,364 273,339,863 332,136,609Investment in Subsidiaries and Associates (Note 15) 255,342 159,094 21,867,987 20,523,633Bank Premises, Furniture, Fixtures and Equipment - net (Note 16) 6,894,768 6,500,643 5,525,366 5,294,595

Investment Properties (Note 17) 8,922,366 9,127,581 7,662,547 8,044,119Goodwill (Note 18) 15,348,531 15,455,564 7,886,898 7,886,898Other Resources - net (Note 19) 16,691,495 15,572,594 13,559,769 11,247,053

TOTAL RESOURCES P=774,459,237 P=770,787,539 P=688,880,005 P=707,613,475

LIABILITIES AND CAPITAL FUNDS

LIABILITIES

Deposit Liabilities (Note 21)Demand P=159,783,546 P=136,288,738 P=160,883,453 P=137,357,451Savings 98,957,845 72,000,404 93,564,392 68,830,072

Time 266,043,635 273,046,898 207,780,774 229,766,826Long-term negotiable certificate of deposits 3,000,000 3,000,000 3,000,000 3,000,000

527,785,026 484,336,040 465,228,619 438,954,349

Bills Payable (Note 22) 54,223,543 105,087,722 34,502,421 92,149,256Notes and Bonds Payable (Note 23) 59,853,656 49,331,506 59,746,857 49,182,060Other Liabilities (Note 24) 27,444,610 34,015,306 24,838,361 29,339,260

669,306,835 672,770,574 584,316,258 609,624,925

CAPITAL FUNDS

Capital funds attributable to the Parent Bank’s stockholders (Note 25)Common stock 12,184,715 12,176,096 12,184,715 12,176,096Additional paid-in capital 14,214,983 14,172,060 14,214,983 14,172,060

Surplus free 77,096,218 67,851,771 77,697,363 70,201,147Surplus reserves 2,645,080 4,600,747 2,171,842 2,669,285Net unrealized fair value gains on investment securities (Note 13) 55,384 78,437 46,845 77,986

Remeasurements of defined benefit plan (Note 29) (1,815,784) (1,379,157) (1,741,389) (1,308,024)Other reserves (18,886) (3,549) (10,612) −

Total capital funds attributable to the Parent Bank’s stockholders 104,361,710 97,496,405 104,563,747 97,988,550

Non-controlling interests 790,692 520,560 − −105,152,402 98,016,965 104,563,747 97,988,550

TOTAL LIABILITIES AND CAPITAL FUNDS P=774,459,237 P=770,787,539 P=688,880,005 P=707,613,475

See accompanying Notes to Financial Statements.

*SGVFSM005928*


STATEMENTS OF INCOMEFor the Years Ended December 31, 2020, 2019 and 2018

(Amounts are presented in thousands of Philippine Pesos, Except Earnings per Share)

Group Parent Bank

Years Ended December 31 Years Ended December 31

2020 2019 2018 2020 2019 2018

INTEREST INCOME ON

Loans and other receivables (Note 14) P=28,850,939 P=28,004,013 P=23,441,710 P=20,076,020 P=19,237,123 P=15,038,506Investment securities at amortized cost

and FVOCI (Notes 12 and 13) 8,084,663 9,491,890 7,836,159 7,937,196 9,491,890 7,836,159Cash and cash equivalents (Notes 8 and 9) 1,021,974 188,086 207,458 756,035 127,654 148,788Trading securities at FVTPL (Note 11) 524,261 423,688 36,639 524,261 423,688 36,639

Interbank loans receivable (Note 10) 95,857 247,478 107,254 95,451 247,039 126,167

38,577,694 38,355,155 31,629,220 29,388,963 29,527,394 23,186,259

INTEREST EXPENSE ON

Deposit liabilities (Note 21) 5,616,821 10,160,322 8,841,473 4,256,480 8,069,749 7,045,224Bills payable and other liabilities

(Notes 22, 23, 24 and 29) 4,230,619 5,859,148 2,788,350 3,262,923 4,847,211 1,983,958

9,847,440 16,019,470 11,629,823 7,519,403 12,916,960 9,029,182

NET INTEREST INCOME 28,730,254 22,335,685 19,999,397 21,869,560 16,610,434 14,157,077

PROVISION FOR CREDIT

LOSSES (Note 20) 8,381,856 1,857,347 855,991 7,450,171 1,548,187 803,576

NET INTEREST INCOME AFTER

PROVISION FOR CREDIT

LOSSES 20,348,398 20,478,338 19,143,406 14,419,389 15,062,247 13,353,501

OTHER INCOME

Gains on sale of investment securities atamortized cost (Note 12) 5,111,793 7,074,044 152,161 5,111,793 7,074,044 152,161

Gains on trading and investment securities at FVTPL and FVOCI (Notes 11 and 13) 3,829,710 2,347,389 1,390,897 3,831,674 2,348,971 1,390,867

Service charges, fees andcommissions (Note 27) 2,346,639 1,956,218 1,572,244 1,723,620 1,422,716 1,284,667

Miscellaneous (Note 28) 2,078,996 2,967,381 2,358,277 2,565,048 3,592,846 3,999,191

13,367,138 14,345,032 5,473,579 13,232,135 14,438,577 6,826,886

TOTAL OPERATING INCOME 33,715,536 34,823,370 24,616,985 27,651,524 29,500,824 20,180,387

OTHER EXPENSES

Salaries and employee benefits (Note 29) 7,809,204 8,070,248 5,726,593 5,910,981 6,434,752 4,669,491Taxes and licenses (Note 17) 3,503,233 3,052,481 2,563,610 2,597,693 2,239,684 1,776,391

Depreciation and amortization (Note 28) 1,406,900 1,378,194 1,115,607 1,008,907 904,950 862,997Occupancy (Note 16) 904,750 962,275 849,476 674,692 676,207 673,387Miscellaneous (Note 28) 7,749,066 6,862,168 6,447,574 6,126,463 5,333,354 5,210,328

21,373,153 20,325,366 16,702,860 16,318,736 15,588,947 13,192,594

PROFIT BEFORE TAX 12,342,383 14,498,004 7,914,125 11,332,788 13,911,877 6,987,793

INCOME TAX EXPENSE

(BENEFIT) (Note 30) 781,380 494,494 1,039,673 69,365 (114,242) 203,123

NET PROFIT P=11,561,003 P=14,003,510 P=6,874,452 P=11,263,423 P=14,026,119 P=6,784,670

Attributable to:

Parent Bank’s stockholders P=11,553,430 P=14,026,128 P=6,875,587 P=11,263,423 P=14,026,119 P=6,784,670

Non-controlling interests 7,573 (22,618) (1,135) − − −P=11,561,003 P=14,003,510 P=6,874,452 P=11,263,423 P=14,026,119 P=6,784,670

Basic/Diluted Earnings per Share

(Note 33) P=9.48 P=11.52 P=6.26 P=9.24 P=11.52 P=6.18


*SGVFSM005928*


STATEMENTS OF COMPREHENSIVE INCOMEFor the Years Ended December 31, 2020, 2019 and 2018


Group Parent Bank


2020 2019 2018 2020 2019 2018

NET PROFIT FOR THE YEAR P=11,561,003 P=14,003,510 P=6,874,452 P=11,263,423 P=14,026,119 P=6,784,670

OTHER COMPREHENSIVE

INCOME (LOSS)

Items that may be reclassified to profit or

loss in subsequent periods:

Realized gains on sale of investment securities at FVOCI recognized

in profit or loss (Note 13) (3,020,457) (1,072,005) (1,496,649) (3,020,457) (1,072,005) (1,496,649) Unrealized mark-to-market gains on investment securities

at FVOCI 2,997,404 1,075,277 1,571,749 2,989,316 1,074,826 1,571,749Cumulative translation adjustment (15,337) (3,549) − (10,612) − −

Items that will not be reclassified to

profit or loss in subsequent periods:

Remeasurement gains (losses) on defined benefit plan (Note 29) (634,623) (562,373) 271,197 (588,767) (336,186) 232,394

Income tax benefit (expense) (Note 30) 190,387 168,712 (81,359) 176,630 100,856 (69,718) Share in changes in remeasurement

gains (losses) of subsidiaries (Note 15) − − − (21,228) (87,086) 26,171

TOTAL OTHER COMPREHENSIVE

INCOME (LOSS) FOR THE YEAR (482,626) (393,938) 264,938 (475,118) (319,595) 263,947

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR P=11,078,377 P=13,609,572 P=7,139,390 P=10,788,305 P=13,706,524 P=7,048,617

Attributable to:

Parent Bank’s stockholders P=11,078,413 P=13,632,190 P=7,140,511 P=10,788,305 P=13,706,524 P=7,048,617Non-controlling interests (36) (22,618) (1,121) − − −

P=11,078,377 P=13,609,572 P=7,139,390 P=10,788,305 P=13,706,524 P=7,048,617


*SGVFSM005928*


STATEMENTS OF CHANGES IN CAPITAL FUNDSFor the Years Ended December 31, 2020, 2019 and 2018


Group

Equity Attributable to Equity Holders of the Parent Bank

Capital Stock

Additional

Paid-in Capital Surplus Free Surplus Reserves

Net Unrealized

Fair Value

Gains on

Investment

Securities at

FVOCI

Remeasurements

of Defined

Benefit Plan Other Reserves Total

Non-controlling

Interests

Total Capital

Funds

Balances as at January 1, 2020 P=12,176,096 P=14,172,060 P=67,851,771 P=4,600,747 P=78,437 (P=1,379,157) (P=3,549) P=97,496,405 P=520,560 P=98,016,965

Total comprehensive income (loss) for the year − − 11,553,430 − (23,053) (436,627) (15,337) 11,078,413 (36) 11,078,377

Issuance of new shares (Note 25) 8,619 42,923 − − − − − 51,542 − 51,542

Cash dividends (Note 25) − − (4,264,650) − − − − (4,264,650) − (4,264,650)

Effect of business combination (Note 15) − − − − − − − − 270,168 270,168

Reversal of appropriations during the year -net (Note 25) − − 1,955,667 (1,955,667) − − − − − −Balances as at December 31, 2020 P=12,184,715 P=14,214,983 P=77,096,218 P=2,645,080 P=55,384 (1,815,784) (P=18,886) P=104,361,710 P=790,692 P=105,152,402

Balances as at January 1, 2019 P=12,171,495 P=14,146,988 P=57,236,205 P=3,502,769 P=75,165 (P=985,496) P=− P=86,147,126 P=543,178 P=86,690,304Total comprehensive income (loss) for the year − − 14,026,128 − 3,272 (393,661) (3,549) 13,632,190 (22,618) 13,609,572Issuance of new shares (Note 25) 4,601 25,072 − − − − − 29,673 − 29,673Cash dividends (Note 25) − − (2,312,584) − − − − (2,312,584) − (2,312,584)Appropriations during the year (Note 25) − − (1,097,978) 1,097,978 − − − − − −Balances as at December 31, 2019 P=12,176,096 P=14,172,060 P=67,851,771 P=4,600,747 P=78,437 (P=1,379,157) (P=3,549) P=97,496,405 P=520,560 P=98,016,965

Balances as at January 1, 2018 10,583,439 5,819,861 53,914,302 1,959,938 65 (1,175,320) − 71,102,285 52,411 71,154,696Total comprehensive income (loss) for the year − − 6,875,587 − 75,100 189,824 − 7,140,511 (1,121) 7,139,390Issuance of new shares (Note 25) 1,588,056 8,327,127 − − − − − 9,915,183 − 9,915,183Cash dividends (Note 25) − − (2,010,853) − − − − (2,010,853) − (2,010,853)Appropriations during the year (Note 25) − − (1,542,831) 1,542,831 − − − − − −Effect of business combination (Note 15) − − − − − − − − 493,635 493,635Acquisition of shares of non-controlling interests − − − − − − − − (1,747) (1,747)

Balances as at December 31, 2018 P=12,171,495 P=14,146,988 P=57,236,205 P=3,502,769 P=75,165 (P=985,496) P=− P=86,147,126 P=543,178 P=86,690,304

*SGVFSM005928*

- 2 -

Parent Bank

Capital Stock

Additional

Paid-in Capital Surplus Free Surplus Reserves

Net Unrealized

Fair Value

Gains on

Investment

Securities at

FVOCI

Remeasurements

of Defined

Benefit Plan Other Reserves

Total Capital

Funds

Balances as at January 1, 2020 P=12,176,096 P=14,172,060 P=70,201,147 P=2,669,285 P=77,986 (P=1,308,024) P=− P=97,988,550

Total comprehensive income for the year − − 11,263,423 − (31,141) (433,365) (10,612) 10,788,305

Issuance of new shares (Note 25) 8,619 42,923 − − − − − 51,542

Cash dividends (Note 25) − − (4,264,650) − − − − (4,264,650)

Reversals of appropriations during the year – net (Note 25) − − 497,443 (497,443) − − − −Balances as at December 31, 2020 P=12,184,715 P=14,214,983 P=77,697,363 P=2,171,842 P=46,845 (P=1,741,389) (P=10,612) P=104,563,747

Balances as at January 1, 2019 P=12,171,495 P=14,146,988 P=59,281,830 P=1,875,067 P=75,165 (P=985,608) P=− P=86,564,937

Total comprehensive income for the year − − 14,026,119 − 2,821 (322,416) − 13,706,524

Issuance of new shares (Note 25) 4,601 25,072 − − − − − 29,673Cash dividends (Note 25) − − (2,312,584) − − − − (2,312,584)

Appropriations during the year (Note 25) − − (794,218) 794,218 − − − −Balances as at December 31, 2019 P=12,176,096 P=14,172,060 P=70,201,147 P=2,669,285 P=77,986 (P=1,308,024) P=− P=97,988,550

Balances as at January 1, 2018 P=10,583,439 P=5,819,861 P=56,147,907 P=235,173 P=65 (P=1,174,455) P=− P=71,611,990

Total comprehensive income for the year, 6,784,670 75,100 188,847 7,048,617Issuance of new shares (Note 25) 1,588,056 8,327,127 − − − − − 9,915,183

Cash dividends (Note 25) − − (2,010,853) − − − − (2,010,853)

Appropriations during the year (Note 25) − − (1,639,894) 1,639,894 − − − −Balances as at December 31, 2018 P=12,171,495 P=14,146,988 P=59,281,830 P=1,875,067 P=75,165 (P=985,608) P=− P=86,564,937


*SGVFSM005928*


CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years Ended December 31, 2020, 2019 and 2018


GROUP PARENT BANK


2020 2019 2018 2020 2019 2018

CASH FLOWS FROM OPERATING

ACTIVITIES

Profit before tax P=12,342,383 P=14,498,004 P=7,914,125 P=11,332,788 P=13,911,877 P=6,987,793Adjustments for:

Provision for credit losses (Note 20) 8,381,856 1,857,347 855,991 7,450,171 1,548,187 803,576 Gains on sale of investment securities

at amortized cost (Note 12) (5,111,793) (7,074,044) (152,161) (5,111,793) (7,074,044) (152,161) Gain on sale of investment securities at

FVOCI (Note 13) (3,020,457) (1,072,005) (1,496,649) (3,020,457) (1,072,005) (1,496,649)Depreciation and amortization (Note 16) 1,928,421 1,883,035 1,115,607 1,447,218 1,308,500 862,997

Amortization of premium or discount of

financial assets and liabilities 633,893 975,812 789,669 635,120 953,206 789,669 Gains on sale of investment

properties (Note 17) (229,148) (200,079) (258,000) (195,471) (251,696) (245,980) Impairment of goodwill and investment in

subsidiaries (Notes 15 and 18) 223,172 − − 290,002 − − Gains on foreclosure of investment

properties (Note 17) (153,876) (221,213) (239,741) (153,876) (208,233) (285,902) Unrealized foreign exchange loss

(gains) - net 45,873 (785,049) 208,731 45,882 (775,871) 208,731 Losses (gains) on disposal of property and

equipment (Note 16) 8,641 (679,298) (44,296) (6,236) (616,137) (44,225) Share in net loss (profit) of subsidiaries and

associates (Notes 15 and 28) 3,665 464 8 (953,082) (1,222,595) (1,775,210)

Changes in operating assets and liabilities:Decreases (increases) in:

Trading securities at FVTPL (10,582,248) 417,294 (5,101,655) (10,593,749) 408,014 (5,095,148)Loans and other receivables 29,147,657 (52,976,314) (30,076,903) 33,878,915 (57,372,464) (38,198,505)

Other resources (28,285) (1,200,710) (314,679) (1,175,000) (1,754,855) (1,497,652)Increases (decreases) in:

Deposit liabilities 46,590,101 66,633,507 (34,333,250) 32,349,777 61,243,986 (22,263,837)Other liabilities (6,953,527) 5,672,031 1,227,633 (4,817,926) 6,191,690 2,370,605

Net cash provided by (used in) operations 73,226,328 27,728,782 (59,905,570) 61,402,283 15,217,560 (59,031,898)

Income taxes paid (2,155,071) (1,703,147) (1,715,018) (1,296,905) (1,055,476) (875,121)

Net cash provided by (used in)

operating activities 71,071,257 26,025,635 (61,620,588) 60,105,378 14,162,084 (59,907,019)

CASH FLOWS FROM INVESTING

ACTIVITIES

Acquisitions of:

Investment securities at FVOCI (97,655,465) (54,459,546) (10,673,937) (97,655,465) (54,459,546) (10,673,937)

Investment securities at amortized cost (65,958,555) (26,829,682) (64,539,694) (63,475,137) (26,829,682) (64,539,694) Bank premises, furniture, fixtures and

equipment (Note 16) (1,026,363) (934,553) (1,042,901) (867,690) (810,243) (906,532)Proceeds from maturities/sale of:

Investment securities at FVOCI 72,201,864 59,623,639 20,537,059 72,201,864 59,623,188 20,537,059Investment securities at amortized cost 71,519,901 71,355,242 12,373,015 71,519,901 71,355,242 12,373,015

Investment properties (Note 17) 410,787 254,865 337,631 273,676 220,404 315,474 Bank premises, furniture, fixtures and

equipment (Note 16) 12,418 803,666 70,920 18,138 700,894 64,781Acquisition of associates and subsidiaries, net of

cash acquired (Note 15) 54,241 (130,000) (6,364,415) (702,502) (487,500) (1,747)

Net cash provided by (used in)investing activities (20,441,172) 49,683,631 (49,302,322) (18,687,215) 49,312,757 (42,831,581)

(Forward)

*SGVFSM005928*

- 2 -

GROUP PARENT BANK


2020 2019 2018 2020 2019 2018

CASH FLOWS FROM FINANCING

ACTIVITIES

Payments of:Bills payable (P=609,512,421) (P=2,291,736,846) (P=613,840,876) (P=565,341,774) (P=2,235,935,766) (P=602,798,238)

Notes and bonds payable (21,171,857) (3,426,766) − (18,200,000) − −Cash dividends (4,264,650) (2,312,584) (2,010,853) (4,264,650) (2,312,584) (2,010,853)

Lease liabilities (613,498) (527,633) − (477,197) (426,711) − Long term negotiable certificate of

deposits (Note 21) − (3,000,000) − − (3,000,000) −Proceeds from:

Bills payable 558,732,399 2,305,932,334 657,746,587 507,779,097 2,263,433,630 638,847,784

Notes payable (Note 23) 33,135,900 9,199,139 11,013,685 30,206,900 5,800,000 10,863,685Issuance of new shares (Note 25) 51,542 29,673 9,915,183 51,542 29,673 9,915,183

Issuance of long term negotiable certificateof deposits (Note 21) − − 3,000,000 − − 3,000,000

Net cash provided by (used in)

financing activities (43,642,585) 14,157,317 65,823,726 (50,246,082) 27,588,242 57,817,561

EFFECT OF CHANGES IN FOREIGN

CURRENCY EXCHANGE RATES (145,377) (125,033) 554,301 (140,652) (121,484) 554,301

NET INCREASE (DECREASE) IN CASH

AND CASH EQUIVALENTS 6,842,123 89,741,550 (44,544,883) (8,968,571) 90,941,599 (44,366,738)

CASH AND CASH EQUIVALENTS AT

BEGINNING OF THE YEAR

Cash and other cash items 8,580,709 10,916,533 6,633,237 7,832,302 10,334,793 6,249,122Due from Bangko Sentral ng Pilipinas (BSP) 73,749,813 56,510,701 66,276,960 67,798,418 52,961,426 60,350,126

Due from other banks 73,675,709 14,942,213 54,520,482 71,497,226 11,550,166 53,690,233Interbank loans receivable 213,062 − 4,793,280 213,062 − 4,793,280

Securities purchased under repurchase agreement(SPURA) 34,773,704 18,882,000 13,572,371 28,446,976 10,000,000 4,130,362

190,992,997 101,251,447 145,796,330 175,787,984 84,846,385 129,213,123

CASH AND CASH EQUIVALENTS AT END

OF YEAR

Cash and other cash items 8,958,042 8,580,709 10,916,533 7,814,917 7,832,302 10,334,793Due from BSP 103,869,770 73,749,813 56,510,701 83,867,434 67,798,418 52,961,426

Due from other banks 68,532,218 73,675,709 14,942,213 64,763,768 71,497,226 11,550,166Interbank loans receivable − 213,062 − − 213,062 −SPURA 16,475,090 34,773,704 18,882,000 10,373,294 28,446,976 10,000,000

P=197,835,120 P=190,992,997 P=101,251,447 P=166,819,413 P=175,787,984 P=84,846,385

OPERATIONAL CASH FLOWS FROM

INTERESTS AND DIVIDENDS

Interest received P=38,292,850 P=38,784,259 P=30,573,018 P=29,188,963 P=29,387,709 P=22,232,001Interest paid 10,304,166 16,173,752 10,573,621 7,976,641 12,942,912 8,137,924

Dividends received 200,671 202,888 207,456 200,671 201,858 206,425


*SGVFSM005928*


NOTES TO FINANCIAL STATEMENTS

1. Corporate Information

Incorporation and OperationsUnion Bank of the Philippines (the Bank, UnionBank or the Parent Bank) was incorporated in thePhilippines on August 16, 1968 and operates as a universal bank through its universal bankinglicense acquired in July 1992.

The Bank provides expanded commercial banking products and services such as loans anddeposits, cash management, retail banking, foreign exchange, capital markets, corporate andconsumer finance, investment management and trust banking. As of December 31, 2020, theBank and its subsidiaries (collectively referred to as the “Group”) has 388 branches and 389 on-site and 96 off-site automated teller machines (ATMs), located nationwide.

The Bank’s common shares are listed in the Philippine Stock Exchange (PSE). The Bank iseffectively 49.31% owned by Aboitiz Equity Ventures, Inc. (AEVI), a company incorporated anddomiciled in the Philippines. AEVI is the holding and management company of the AboitizGroup of Companies.

The Bank’s subsidiaries (all incorporated in the Philippines, except for UBX SG and UBXRemit), effective percentage of ownership and the nature of the subsidiaries’ businesses, as ofDecember 31, 2020 and 2019, are as follows:

Percentage of ownership

Name of Subsidiary 2020 2019 Nature of Business

City Savings Bank, Inc. (CSB) (a) 99.79% 99.79% Thrift bankPetNet, Inc. (PETNET) 51.00% 51.00% Remittances/ money transferFirst-Agro Industrial Rural Bank, Inc. (FAIR Bank) 93.33% 90.72% Rural bankUBP Investments Corporation (UIC) 100.00% 100.00% Holding companyFirst Union Plans, Inc. (FUPI) (b) 100.00% 100.00% Pre-needFirst Union Direct Corporation (FUDC) (b) 100.00% 100.00% Financial products marketingFirst Union Insurance and Financial Agencies, Inc.

(FUIFAI) (b)100.00% 100.00% Agent for insurance and

financial productsUBP Securities, Inc. (UBPSI) 100.00% 100.00% Securities brokerageUnionBank Currency Brokers Corporation (UCBC) 100.00% 100.00% Foreign currency brokerageUnionDataCorp (UDC) 100.00% 100.00% Data processingInterventure Capital Corporation (IVCC) 60.00% 60.00% Venture capitalUBX Philippines Corporation (UBX) (c) 100.00% 100.00% Investment holding and

innovation companyUBX Private Ltd. (UBX SG) (d) 100.00% 100.00% Holding companyUBX Remit Pte. Ltd. (UBX Remit) (e) 100.00% 100.00% Remittance companyBangko Kabayan, Inc. (A Private Development Bank)

(Bangko Kabayan) (f) 70.00% − Private development bankProgressive Bank, Inc. (PBI) (g) 75.00% − Rural bank

(a) On February 28, 2019, Philippine Resources Savings Bank, Inc. was merged with CSB

(b) FUPI, FUDC and FUIFAI are wholly-owned subsidiaries of UIC

(c) Incorporated on February 11, 2019

(d) Wholly owned subsidiary of UBX.

(e) UBX Remit was incorporated on October 14, 2019 as a remittance company through UBX SG

(f) Acquired on March 12, 2020 through CSB and UIC, with 49% and 21% share in ownership, respectively

(g) Acquired on July 13, 2020 through CSB and UIC, with 49% and 26% share in ownership, respectively

Corporate Information - 2 -

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

(a) CSB was incorporated and registered with the SEC on December 9, 1965. It is a thrift bankspecializing in granting teacher’s loans under the Department of Education’s AutomaticPayroll Deduction System.

(b) In December 2017, CSB purchased 127.72 million common stock and 65.0 million preferredshares of PR Savings Bank with par value of P10 per share or a total par value of P1,277.23million and P650 million, respectively. These shares represent 66.28% and 33.72%,respectively, of the total outstanding capital stock of PR Savings Bank.

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

On July 5, 2018 and July 10, 2018, the BOD and the stockholders, respectively, of CSBapproved the plan of merger with PR Savings Bank, with CSB as the surviving entity. OnDecember 20, 2018, the MB of the BSP approved the merger subject to certain conditions,including completion of the merger within one year from the date of receipt of the BSPapproval and that the merger should be effective on the date the SEC issues the certificate ofmerger. On December 27, 2018 and February 28, 2019, the BSP and the SEC, respectively,approved the merger between CSB and PR Savings Bank, with CSB as the surviving entity.

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

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

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

(d) FAIR Bank was registered with the SEC on September 15, 1998 primarily to engage in thebusiness of extending rural credit to small farmers and tenants and to deserving ruralindustries or enterprises. FAIR Bank has one (1) banking office and ten (10) brancheslocated all over Cebu and Negros Occidental areas. On December 21, 2015, CSB and UICacquired 77.78% of the issued and outstanding capital stock of FAIR Bank. On December15, 2016, the MB of the BSP approved the acquisition by CSB and UIC of FAIR Bank’s441,000 common shares and 259,002 common shares, respectively, from the sellingshareholders of FAIR Bank. The common shares acquired by CSB and UIC represented49.00% and 28.78%, respectively, of the issued and outstanding capital stock of FAIR Bank.


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To meet the minimum capital requirements under the Manual of Regulations for Banks(MORB), CSB and UIC infused an additional capital of P=50.96 million (equivalent to 50,960common shares at par value of P=100 per share) and P=53.04 million (equivalent to 53,040common shares at par value of P=100 per share), respectively, on November 13, 2018. As aresult of the additional subscription, the percentage of ownership of CSB’s ownershipinterest in FAIR Bank remained at 49% while UIC’s ownership interest in FAIR Bankincreased to 38.53%.

Upon BSP’s recommendation and to maintain FAIR Bank’s capital adequacy ratio, CSB andUIC infused additional capital amounting to P=26.95 million (equivalent to 269,500 commonshares at P=100 par value) and P=28.05 million (equivalent to 280,500 common shares at P=100par value), respectively, or a total of P=55 million in 2019. The aggregate additional infusionin 2019 resulted in UIC’s percentage of ownership in FAIR Bank further increasing to41.72%, while CSB’s ownership remained the same at 49%.

In 2020, CSB and UIC further infused additional capital amounting to P=41.45 million(equivalent to 414,543 common shares at P=100 par value) and P=43.15 million (equivalent to431,157 common shares at P=100 par value), respectively, or a total of P=84.60 million. Theaggregate additional infusion in 2020 resulted in UIC’s percentage of ownership in FAIRBank further increasing to 44.33%, while CSB’s ownership remained the same at 49%.

(e) UIC was incorporated and registered with the SEC on December 20, 1993. It is presentlyengaged in business as a holding company authorized to hold investments of real andpersonal properties, including shares of stocks, bonds, debentures, notes and other securitiesand obligations, without engaging in business of an investment company or broker or dealerin securities of stocks.

Through its wholly-owned subsidiaries, FUPI, FUDC and FUIFAI, UIC is also engaged inthe servicing of existing pre-need plans, marketing of financial products and being an agentfor life and non-life insurance products.

(f) On February 11, 2019, the BSP approved the Parent Bank’s incorporation of UBXPhilippines Corporation (UBX). UBX was incorporated to invest in, hold, own, purchase,lease manage, sell or otherwise dispose of real and personal properties of every kind anddescription. It shall also engage in the development of financial technology innovations andengage in electronic commerce business.

On March 21, 2019, UBX then entered into an SPA with UIC to purchase 100 ordinaryshares of UBX SG, a Singapore-based entity incorporated by UIC in October 2018, for atotal consideration amounting to SGD100. Similar to UBX, UBX SG is incorporated toengage in the development of financial technology innovations and engage in electroniccommerce business.

(g) In February 2019, CSB and UIC acquired 70% ownership of Bangko Kabayan, with CSBowning 49% and UIC owning 21%. The transaction was approved by BSP and PhilippineCompetition Commission (PCC) on September 19, 2019 and January 9, 2020, respectively.On March 12, 2020, the parties executed the Deed of Absolute Sale, which is determined tobe the Group’s acquisition date. On the same date, CSB and UIC paid 70% of the totalpurchase price, bringing the total payment to 90% of the purchase price. The remaining 10%was deposited as a retention amount in an escrow account.


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Bangko Kabayan is authorized to engage in the business of extending financial services tofarmers, employees, entrepreneurs, commercial, manufacturing and industrial enterprises andto such other persons or entities that require financial intermediation, and to have and toexercise all authority and powers, and to do and perform all acts, and to transact all businesswhich may legally be done by Thrift Banks organized under and in accordance with theexisting New Thrift Banks Act of 1995 (Republic Act No. 7906). It converted its existingmicrofinance banking office to a branch-lite unit and has 23 branches, including the headoffice, in the areas of Batangas, Laguna and Quezon (Southern Luzon), and one branch-litein Lobo, Batangas.

(h) On January 5, 2018, CSB and UIC executed an SPA to acquire 75% ownership interest ofPBI through a combination of (a) subscription to 18,000,000 new shares and (b) purchase of11,980,916 common shares from the major stockholders. On February 24, 2020, the BSPapproved the application of CSB and UIC to acquire 75% ownership of PBI.

On July 13, 2020, BSP noted a clarification made by the PCC in its acknowledgement letterindicating that PCC does not categorically declare that the acquisition does not breach thethresholds prescribed by PCC and its IRR, leaving the parties involved with the responsibilityto ensure that they fully comply with the notification requirement. The PCC issued a Letterof Non-Coverage declaring that the transaction is not subject to compulsory notification onAugust 5, 2020. For convenience purposes, the Group used July 31, 2020 as the date ofbusiness combination.

PBI is authorized to engage in the business of extending credit to farmers, tenants, and ruralindustries or enterprises, and to transact all business that may be legally done by the ruralbanks formed under and in accordance with the existing Rural Banks Act (Republic Act No.7353). The principal office address of PBI is located at Del Rosario St., Poblacion, Balasan,lloilo, and operates an extension office in Pototan, lloilo, for the purpose of providingmicrofinance loans along with its primary banking services, and a branch atNo. 243 E. Lopez St., Brgy. Lourdes, Jaro, lloilo City.

Non-operating subsidiaries

(a) UBPSI was incorporated and registered with the SEC on March 2, 1993. It was organized toengage in the business of buying, selling or dealing in stocks and other securities. In January1995, as approved by UBPSI’s stockholders and BOD, UBPSI sold its stock exchange seat inthe PSE. Accordingly, UBPSI ceased its stock brokerage activities.

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

(c) IVCC was incorporated and registered with the SEC on October 10, 1980. It was organizedto develop, promote, aid and assist financially any small or medium scale enterprises and topurchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwisedeal with such real and personal property, including securities and bonds of othercorporations as the transaction of the lawful business of the corporation may reasonably and

Corporate Information

Summary of Significant Accounting Policies - 5 -

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necessarily require, subject to the limitations prescribed by law and the constitution. IVCChas ceased operations since 1992.

The total assets, liabilities and capital funds of these non-operating subsidiaries amounted toP=5,032, P=3,158 and P=1,874, respectively, as of December 31, 2020, and P=5,260, P=3,158 andP=2,102, respectively, as of December 31, 2019.

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

Approval of Financial StatementsThe consolidated financial statements of UnionBank and Subsidiaries (the Group) and thefinancial statements of the Parent Bank as of and for each of the three years in the period endedDecember 31, 2020 were authorized for issue by the Bank’s BOD on February 26, 2021.

2. Summary of Significant Accounting Policies

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

Basis of Preparation of Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

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

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

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

(b) Presentation of Financial Statements

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

(c) Functional and Presentation Currency

The financial statements of the Group include the accounts maintained in the RegularBanking Unit (RBU) and Foreign Currency Deposit Unit (FCDU). The functional currencyof RBU and FCDU is Philippine Peso (PHP) and United States Dollar (USD), respectively.For financial reporting purposes, FCDU accounts and foreign currency-denominated


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accounts in the RBU are translated into their equivalents in PHP (see accounting policyon Foreign Currency Translation).

The financial statements of these units are combined after eliminating inter-unit accounts.These are presented in Philippine pesos, and all values are presented in thousands ofPhilippine Pesos except when otherwise indicated.

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

Adoption of New and Amended PFRS

(a) Effective in 2020 that are Relevant to the Group

Unless otherwise stated, the following amendments, interpretations and annual improvementshave no material impact to the Group’s annual consolidated financial statements as at and forthe year ended December 31, 2020:

Amendments to PFRS 3, Business Combinations, Definition of a Business

The amendments to PFRS 3 clarifies that to be considered a business, an integrated set of

activities and assets must include, at a minimum, an input and a substantive process that

together significantly contribute to the ability to create output. Furthermore, it clarifies

that a business can exist without including all of the inputs and processes needed to

create outputs. These amendments may impact future periods should the Group enter

into any business combinations.

Amendments to PFRS 7, Financial Instruments: Disclosures and PFRS 9, Financial

Instruments, Interest Rate Benchmark Reform

The amendments to PFRS 9 provide a number of reliefs, which apply to all hedging

relationships that are directly affected by the interest rate benchmark reform. A hedging

relationship is affected if the reform gives rise to uncertainties about the timing and or

amount of benchmark-based cash flows of the hedged item or the hedging instrument.

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

Policies, Changes in Accounting Estimates and Errors, Definition of Material

The amendments provide a new definition of material that states “information is material

if omitting, misstating or obscuring it could reasonably be expected to influence

decisions that the primary users of general purpose financial statements make on the

basis of those financial statements, which provide financial information about a specific

reporting entity”.

The amendments clarify that materiality will depend on the nature or magnitude of

information, either individually or in combination with other information, in the context

of the financial statements. A misstatement of information is material if it could

reasonably be expected to influence decisions made by the primary users.


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Conceptual Framework for Financial Reporting issued on March 29, 2018

The Conceptual Framework is not a standard, and none of the concepts contained therein

override the concepts or requirements in any standard. The purpose of the Conceptual

Framework is to assist the standard-setters in developing standards, to help preparers

develop consistent accounting policies where there is no applicable standard in place and

to assist all parties to understand and interpret the standards.

The revised Conceptual Framework includes new concepts, provides updated definitions

and recognition criteria for assets and liabilities and clarifies some important concepts.

Amendments to PFRS 16, COVID-19-related Rent Concessions

The amendments provide relief to lessees from applying the PFRS 16 requirement on

lease modifications to rent concessions arising as a direct consequence of the corona

virus disease 2019 (COVID-19) pandemic. A lessee may elect not to assess whether a

rent concession from a lessor is a lease modification if it meets all of the following

criteria:

i. The rent concession is a direct consequence of COVID-19;

ii. The change in lease payments results in a revised lease consideration that is

substantially the same as, or less than, the lease consideration immediately preceding

the change;

iii. Any reduction in lease payments affects only payments originally due on or before

June 30, 2021; and

iv. There is no substantive change to other terms and conditions of the lease.

A lessee that applies this practical expedient will account for any change in lease

payments resulting from the COVID-19 related rent concession in the same way it would

account for a change that is not a lease modification, i.e., as a variable lease payment.

The amendments are effective for annual reporting periods beginning or after

June 1, 2020. Early adoption is permitted. The Group adopted the amendments

beginning January 1, 2020. The Group determined that the impact of the rent

concessions is not material to the consolidated and parent company financial statements.

(b) Standards Issued but not yet Effective

Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, theGroup does not expect that the future adoption of the said pronouncements will have asignificant impact on its consolidated financial statements. The Group intends to adopt thefollowing pronouncements when they become effective.

Effective beginning on or after January 1, 2021

Amendments to PFRS 9, PFRS 7, PFRS 4 and PFRS 16, Interest Rate Benchmark

Reform – Phase 2

The amendments provide the following temporary reliefs which address the financialreporting effects when an interbank offered rate (IBOR) is replaced with an alternativenearly risk-free interest rate (RFR):


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• Practical expedient for changes in the basis for determining the contractual cashflows as a result of IBOR reform

• Relief from discontinuing hedging relationships• Relief from the separately identifiable requirement when an RFR instrument is

designated as a hedge of a risk component

The Group shall also disclose information about:• The about the nature and extent of risks to which the entity is exposed arising from

financial instruments subject to IBOR reform, and how the entity manages thoserisks; and

• Their progress in completing the transition to alternative benchmark rates, and howthe entity is managing that transition

The amendments are effective for annual reporting periods beginning on or after1 January 2021 and apply retrospectively, however, the Group is not required to restateprior periods.


Amendments to PFRS 3, Reference to the Conceptual Framework

Amendments to PAS 16 , Plant and Equipment: Proceeds before Intended Use

Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract

Annual Improvements to PFRSs 2018-2020 Cycle• Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting

Standards, Subsidiary as a first-time adopter

• Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for

derecognition of financial liabilities

• Amendments to PAS 41, Agriculture, Taxation in fair value measurements


Amendments to PAS 1, Classification of Liabilities as Current or Non-current

PFRS 17, Insurance Contracts

Deferred effectivity

Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or

Contribution of Assets between an Investor and its Associate or Joint Venture

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

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

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


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

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

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

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

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

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

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

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

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


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Investment in AssociatesAssociates pertain to all entities over which the Group and the Parent Bank have significantinfluence. Significant influence is the power to participate in the financial and operating policydecisions of the investee, but is not control or joint control over those policies. Investment inassociates is accounted for under the equity method of accounting.

Business Combinations and GoodwillBusiness acquisitions are accounted for using the acquisition method of accounting. Thisrequires recognizing and measuring the identifiable assets acquired, the liabilities assumed andany non-controlling interest in the acquiree. The consideration transferred for the acquisition of asubsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interestsissued by the Group, if any. The consideration transferred also includes the fair value of anyasset or liability resulting from a contingent consideration arrangement.

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

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

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’sshare of the net identifiable assets of the acquired subsidiary at the date of acquisition.Subsequent to initial recognition, goodwill is measured at cost less any accumulated impairmentlosses. Goodwill is tested annually for impairment. Impairment losses on goodwill are notreversed.

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

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

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

If the business combination is achieved in stages, the acquirer is required to remeasure itspreviously held equity interest in the acquiree at its acquisition-date fair value and recognize theresulting gain or loss, if any, in the statements of income, as appropriate.

Any contingent consideration to be transferred by the Group is recognized at fair value at theacquisition date. Subsequent changes to the fair value of the contingent consideration that isdeemed to be an asset or liability is recognized in accordance with PAS 37, Provisions,

Contingent Liabilities and Contingent Assets, either in the statements of income or as a charge toother comprehensive income. Contingent consideration that is classified as capital funds is notremeasured, and its subsequent settlement is accounted for within capital funds.


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Fair Value MeasurementThe Group measures financial instruments such as financial assets at fair value through profit orloss (FVTPL) and fair value through other comprehensive income (FVOCI) at fair value at eachreporting date. Also, fair values of financial instruments measured at amortized cost andinvestment properties are disclosed in Note 7.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date. The fair valuemeasurement is based on the presumption that the transaction to sell the asset or transfer theliability takes place either:

in the principal market for the asset or liability, or

in the absence of a principal market, in the most advantageous market for the asset orliability.

The principal or the most advantageous market must be accessible to the Group. The fair valueof an asset or a liability is measured using the assumptions that market participants would usewhen pricing the asset or liability, assuming that market participants act in their economic bestinterest.

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

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

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

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

Financial Instruments - Initial Recognition and Subsequent MeasurementDate of recognitionFinancial assets and liabilities, with the exception of loans and advances to customers andbalances due to customers, are initially recognised on the trade date, i.e., the date that the Groupbecomes a party to the contractual provisions of the instrument. This includes regular way trades:purchases or sales of financial-assets that require delivery of assets within the time framegenerally established by regulation or convention in the market place. Loans and advances tocustomers are recognised when funds are transferred to the customers’ accounts. The Grouprecognises balances due to customers when funds are transferred to the Group.


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Initial measurement of financial instruments

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

‘Day 1’ differenceWhere the transaction price in a non-active market is different from the fair value based on otherobservable current market transactions in the same instrument or based on a valuation techniquewhose variables include only data from observable market, the Group recognizes the differencebetween the transaction price and the fair value (a ‘Day 1’difference) in the statements of incomeunless it qualifies for recognition as some other type of asset. In cases where transaction priceused is made of data which is not observable, the difference between the transaction price andmodel value is only recognized in the statements of income when the inputs become observableor when the instrument is derecognized. For each transaction, the Group determines theappropriate method of recognizing the ‘Day 1’ difference amount.

Measurement categories of financial assets and liabilitiesThe Group classifies all of its financial assets based on the business model for managing theassets and the asset’s contractual terms, measured at either at amortized cost, at FVOCI or atFVTPL.

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

Financial AssetsFinancial assets are recognized when the Group becomes a party to the contractual terms of the

financial instrument. For purposes of classifying financial assets, an instrument is considered as

an equity instrument if it is non-derivative and meets the definition of equity for the issuer in

accordance with the criteria under PAS 32, Financial Instruments: Presentation. All other

non-derivative financial instruments are treated as debt instruments.

(a) Classification, Measurement and Reclassification of Financial Assets

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

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

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


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In contrast, contractual terms that introduce a more than de minimis exposure to risks orvolatility in the contractual cash flows that are unrelated to a basic lending arrangement donot give rise to contractual cash flows that are solely payments of principal and interest onthe amount outstanding. In such cases, the financial asset is required to be measured atFVTPL.

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

The Group's business model is not assessed on an instrument-by-instrument basis, but at ahigher level of aggregated portfolios and is based on observable factors such as:

how the performance of the business model and the financial assets held within thatbusiness model are evaluated and reported to the entity's key management personnel

the risks that affect the performance of the business model (and the financial assets heldwithin that business model) and, in particular, the way those risks are managed

how managers of the business are compensated (for example, whether the compensationis based on the fair value of the assets managed or on the contractual cash flowscollected)

the expected frequency, value and timing of sales are also important aspects ofthe Group’s assessment.

The business model assessment is based on reasonably expected scenarios without taking'worst case' or 'stress case’ scenarios into account. If cash flows after initial recognition arerealized in a way that is different from the Group's original expectations, the Group does notchange the classification of the remaining financial assets held in that business model, butincorporates such information when assessing newly originated or newly purchased financialassets going forward.

The Group’s measurement categories are described below:

Financial Assets at Amortized Cost

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

the asset is held within the Group’s business model whose objective is to hold financialassets in order to collect contractual cash flows; and,

the contractual terms of the instrument give rise, on specified dates, to cash flows that areSPPI on the principal amount outstanding.

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

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

For purposes of cash flows reporting and presentation, cash and cash equivalents compriseaccounts with original maturities of three months or less, including Cash and other cashitems, non-restricted balances of Due from BSP, Due from other banks, Interbank loansreceivable and Securities purchased under repurchase agreements included in Loans and


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other receivables. These generally include cash on hand, demand deposits and short-term,highly liquid investments readily convertible to known amounts of cash and which aresubject to insignificant risk of changes in value.

The Group may irrevocably elect at initial recognition to classify a financial asset that meetsthe amortized cost criteria above as at FVTPL if that designation eliminates or significantlyreduces an accounting mismatch had the financial asset been measured at amortized cost.

Financial Assets at FVTPL

Debt instruments that do not meet the amortized cost criteria, or that meet the criteria but theGroup has chosen to designate as at FVTPL at initial recognition, are classified as financialassets at FVTPL. Equity investments are classified as financial assets at FVTPL, unless theGroup designates an equity investment that is not held for trading as at FVOCI at initialrecognition. The Group’s financial assets at FVTPL include government securities,corporate bonds and equity securities which are held for trading purposes.

A financial asset is considered as held for trading if:

it has been acquired principally for the purpose of selling it in the near term;

on initial recognition, it is part of a portfolio of identified financial instruments that theGroup manages together and has evidence of a recent actual pattern of short-term profit-taking; or,

it is a derivative that is not designated and effective as a hedging instrument or financialguarantee.

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

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

Financial Assets at FVOCI - Equity Investments

At initial recognition, the Group can make an irrevocable election (on an instrument-by-instrument basis) to designate equity investments as at FVOCI; however, such designation isnot permitted if the equity investment is held by the Group for trading. The Group hasdesignated certain equity instruments as at FVOCI on initial application of PFRS 9.

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


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

Financial Assets at FVOCI - Debt InstrumentsThe Group classifies debt instruments measured at FVOCI when both of the followingconditions are met:

the instrument is held within a business model, the objective of which is achieved byboth collecting contractual cash flows and selling financial assets, and

the contractual terms of the financial asset meet the SPPI test.

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

On derecognition, cumulative gains or losses previously recognized in OCI are reclassifiedfrom OCI to the statements of income.

Reclassification of financial assets

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

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

(b) Impairment of Financial Assets

The Group recognizes the allowance for expected credit losses for all loans and other debtfinancial assets carried at amortized cost, together with loan commitments and financialguarantee contracts. Equity instruments are not subject to impairment underPFRS 9.

ECL represent possible credit losses that reflect an unbiased and probability-weightedamount which is determined by evaluating a range of possible outcomes, the time value ofmoney and reasonable and supportable information about past events, current conditions andforecasts of future economic conditions. ECL allowances are measured at amounts equal toeither (i) 12-month ECL or (ii) lifetime ECL for those financial instruments which haveexperienced a significant increase in credit risk (SICR) since initial recognition (GeneralApproach). The 12-month ECL is the portion of lifetime ECL that results from defaultevents on a financial instrument that are possible within the 12 months after the reportingdate. Lifetime ECL are credit losses that results from all possible default events over theexpected life of a financial instrument.

The Group has established a policy to perform an assessment, at the end of each reportingperiod, of whether a financial instrument’s credit risk has increased significantly since initialrecognition, by considering the change in the risk of default occurring over the remaining lifeof the financial instrument.


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For non-credit-impaired financial instruments:

Stage 1 consists of all non-impaired financial instruments which have not experienced aSICR since initial recognition. The Group and the Parent Bank recognizes a 12-monthECL for Stage 1 financial instruments.

Stage 2 consists of all non-impaired financial instruments which have experienced aSICR since initial recognition. The Group and the Parent Bank recognizes a lifetimeECL for Stage 2 financial instruments.

For credit-impaired financial instruments:

Financial instruments are classified as Stage 3 when there is objective evidence ofimpairment as a result of one or more loss events that have occurred after initialrecognition with a negative impact on the estimated future cash flows of a loan or aportfolio of loans. The ECL model requires that lifetime ECL be recognized forimpaired financial instruments.

The Group uses internal credit assessment and approvals at various levels to determine thecredit risk of exposures at initial recognition. Assessment can be quantitative or qualitativeand depends on the materiality of the facility or the complexity of the portfolio to beassessed.

The Group defines a financial instrument as in default, which is fully aligned with thedefinition of credit impaired, in all cases when the borrower becomes more than 90 days pastdue on its contractual payments. As a part of a qualitative assessment of whether a customeris in default, the Group also considers a variety of instances that may indicate unlikeliness topay. When such events occur, the Group carefully considers whether the event should resultin treating the customer as defaulted. An instrument is considered to be no longer in default(i.e., to have cured) when it no longer meets any of the default criteria for a consecutiveperiod of 180 days (i.e. consecutive payments from the borrowers for 180 days).

The criteria for determining whether credit risk has increased significantly vary by portfolioand include quantitative changes in probabilities of default and qualitative factors such asdowngrade in the credit rating of the borrowers and a backstop based on delinquency. Thecredit risk of a particular exposure is deemed to have increased significantly since initialrecognition if, based on the Group’s internal credit assessment, the borrower or counterpartyis determined to require close monitoring or with well-defined credit weaknesses. Days pastdue are determined by counting the number of days since the earliest elapsed due date inrespect of which full payment has not been received. In subsequent reporting periods, if thecredit risk of the financial instrument improves such that there is no longer a SICR sinceinitial recognition, the Group shall revert to recognizing a 12-month ECL. All exposures aretherefore provided with ECLs, in the context of SICR status.

ECL is a function of the PD, EAD and LGD, with the timing of the loss also considered, andis estimated by incorporating forward-looking economic information and through the use ofexperienced credit judgment.

The PD represents the likelihood that a credit exposure will not be repaid and will go intodefault in either a 12-month horizon for Stage 1 or lifetime horizon for Stage 2. The PD foreach individual instrument is modelled based on historical data and is estimated based oncurrent market conditions and reasonable and supportable information about future economicconditions. The Group segmented its credit exposures and developed a corresponding PD


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methodology for each portfolio. The PD methodology for each relevant portfolio isdetermined based on the underlying nature or characteristic of the portfolio, behavior of theaccounts and materiality of the segment as compared to the total portfolio.

EAD is modelled on historic data and represents an estimate of the outstanding amount ofcredit exposure at the time a default may occur. For off-balance sheet and undrawn amounts,EAD includes an estimate of any further amounts that may be drawn at the time of default.LGD is the amount that may not be recovered in the event of default and is modelled basedon historical cash flow recovery and reasonable and supportable information about futureeconomic conditions, where appropriate. LGD takes into consideration the amount andquality of any collateral held.

(c) Derecognition of Financial Assets

A financial asset (or where applicable, a part of a financial asset or part of a group offinancial assets) is derecognized when the contractual rights to receive cash flows from thefinancial instruments expire, or when the financial assets and all substantial risks and rewardsof ownership have been transferred to another party. If the Group neither transfers norretains substantially all the risks and rewards of ownership and continues to control thetransferred asset, the Group recognizes its retained interest in the asset and an associatedliability for amounts it may have to pay. If the Group retains substantially all the risks andrewards of ownership of a transferred financial asset, the Group continues to recognize thefinancial asset and also recognizes a collateralized borrowing for the proceeds received.

In certain circumstances, the Group modifies the original terms and conditions of a creditexposure to form a new loan agreement or payment schedule. The modifications can begiven depending on the borrower’s or counterparty’s current or expected financial difficulty.The modifications may include, but are not limited to, change in interest rate and terms,principal amount, maturity date, date and amount of periodic payments and accrual ofinterest and charges.

The Group derecognizes a financial asset when the terms and conditions have beenrenegotiated to the extent that, substantially, it becomes a new asset, with the differencebetween its carrying amount and the fair value of the new asset recognized as aderecognition gain or loss in profit or loss, to the extent that an impairment loss has notalready been recorded.

The Group also performs a quantitative assessment similar to that being performed formodification of financial liabilities. In performing the quantitative assessment, the Groupconsiders the new terms of a financial asset to be substantially different if the present valueof the cash flows under the new terms, including any fees paid net of any fees received anddiscounted using the original effective interest rate, is at least 10% different from the presentvalue of the remaining cash flows of the original financial asset.

When the modification of a financial asset results in the derecognition of the existingfinancial asset and the subsequent recognition of a new financial asset, the modified asset isconsidered a 'new ' financial asset. Accordingly, the date of the modification shall be treatedas the date of initial recognition of that financial asset when applying the impairmentrequirements to the modified financial asset. The newly recognized financial asset isclassified as Stage 1 for ECL measurement purposes, unless the new financial asset isdeemed to be originated as credit impaired (POCI). Distressed restructuring with indicationsof unlikeliness to pay are categorized as impaired accounts and are moved to Stage 3.


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When the contractual cash flows of a financial asset are renegotiated or otherwise modifiedand the renegotiation or modification does not result in the derecognition of that financialasset, the Group recalculates the gross carrying amount of the financial asset as the presentvalue of the renegotiated or modified contractual cash flows discounted at the original EIR(or credit-adjusted EIR for purchased or originated credit-impaired financial assets) andrecognizes a modification gain or loss in the statement of income.

Derivative Financial InstrumentsThe Group is a counterparty to derivatives contracts, such as forwards, swaps and warrants.These contracts are entered into as a means of reducing or managing the Group’s foreignexchange and interest rate exposures as well as those of its customers.

Derivatives are initially recognized at fair value on the date on which the derivative contract isentered into and are subsequently measured at their fair values. Fair values are obtained fromquoted market prices in active markets, including recent market transactions. All derivatives arecarried as resources when fair value is positive and as liabilities when fair value is negative.

The best evidence of the fair value of a derivative at initial recognition is the transaction price(the fair value of the consideration given or received) unless the fair value of that instrument isevidenced by comparison with other observable current market transactions in the sameinstrument. When such evidence exists, which indicates a fair value different from thetransaction price, the Group recognizes a gain or loss at initial recognition.

Changes in the fair value of derivatives are recognized in the statements of income.

Financial LiabilitiesFinancial liabilities which include deposit liabilities, bills payable, notes and bonds payable, andother liabilities (except tax-related payables, pre-need reserves and post-employment definedbenefit obligation) are recognized when the Group becomes a party to the contractual terms ofthe instrument.

Financial liabilities are recognized initially at their fair value and subsequently measured atamortized cost using the effective interest method, for those with maturities beyond one year, lesssettlement payments. All interest-related charges incurred on financial liabilities are recognizedas an expense in the statements of income under the caption Interest expense.

Deposit liabilities are stated at amounts in which they are to be paid. Interest is accruedperiodically and recognized in a separate liability account before recognizing as part of depositliabilities.

Bills payable and Notes and bonds payable are recognized initially at fair value, which is theissue proceeds (fair value of consideration received) less any issuance costs. These aresubsequently measured at amortized cost; any difference between the proceeds net of transactioncosts and the redemption value is recognized in the statements of income over the period of theborrowings using the effective interest method.

Derivative liabilities, which are included as part of Other Liabilities, are recognized initially andsubsequently measured at fair value with changes in fair value recognized in the statements ofincome.


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Other liabilities, apart from derivative liabilities, are recognized initially at their fair value andsubsequently measured at amortized cost, using effective interest method for maturities beyondone year, less settlement payments.

Financial liabilities are derecognized from the statement of financial position only when theobligations are extinguished either through discharge, cancellation or expiration. Where anexisting financial liability is replaced by another from the same lender on substantially differentterms, or if the terms of an existing liability are substantially modified, such an exchange ormodification is treated as a derecognition of the original liability and a recognition of the newliability, and the difference in the respective carrying amounts is recognized in the statements ofincome.

Offsetting Financial InstrumentsFinancial resources and liabilities are offset and the resulting net amount, considered as a singlefinancial asset or financial liability, is reported in the statements of financial position when thereis a legally enforceable right to offset the recognized amounts and there is an intention to settleon a net basis, or realize the asset and settle the liability simultaneously. The right of set-off mustbe available at the end of the reporting period, that is, it is not contingent on future event. It mustalso be enforceable in the normal course of business, in the event of default, and in the event ofinsolvency or bankruptcy; and must be legally enforceable for both entity and all counterpartiesto the financial instruments.

Bank Premises, Furniture, Fixtures and EquipmentBank premises, furniture, fixtures and equipment are carried at acquisition cost less accumulateddepreciation and amortization, and any impairment in value.

The cost of an asset comprises its purchase price and directly attributable costs of bringing theasset to working condition for its intended use. Expenditures for additions, major improvementsand renewals are capitalized, while expenditures for repairs and maintenance are charged toexpense as incurred.

Depreciation is computed on a straight-line basis over the estimated useful lives of thedepreciable assets as follows:

Buildings 25 - 50 yearsFurniture, fixtures and equipment 5 - 10 years

Leasehold rights and improvements are amortized over the term of the lease or the estimateduseful lives of the improvements of five to ten years, whichever is shorter.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’scarrying amount is greater than its estimated recoverable amount.

The residual values, estimated useful lives and method of depreciation and amortization of bankpremises, furniture, fixtures and equipment (except land) are reviewed and adjusted ifappropriate, at the end of each reporting period.

If a change in use requires an item of bank premises, furniture, fixtures and equipment to bereclassified to investment properties, the difference between the carrying amount of such assetand its fair value as of the date of change in use is recognized in other comprehensive income andaccumulated in equity under the Other reserves account. If the asset is subsequently retired ordisposed of, the related revaluation surplus is transferred directly to Surplus free account.


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An item of bank premises, furniture, fixtures and equipment, including the related accumulateddepreciation, amortization and impairment losses, is derecognized upon disposal or when nofuture economic benefits are expected to arise from the continued use of the asset. Any gain orloss arising on derecognition of the asset (calculated as the difference between the net disposalproceeds and the carrying amount of the item) is included in the statements of income in the yearthe item is derecognized.

The Group classifies ROU assets as part of property and equipment. The Group recognizes ROUassets at the commencement date of the lease (i.e., the date the underlying asset is available foruse). ROU assets are initially measured at cost, less any accumulated depreciation andimpairment losses, and adjusted for any remeasurement of lease liabilities. The initial cost ofROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, leasepayments made at or before the commencement date less any lease incentives received andestimate of costs to be incurred by the lessee in dismantling and removing the underlying asset,restoring the site on which it is located or restoring the underlying asset to the condition requiredby the terms and conditions of the lease, unless those costs are incurred to produce inventories.

Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of thelease term, the recognized ROU assets are depreciated on a straight-line basis over the shorter oftheir estimated useful life and lease term. ROU assets are subject to impairment.

Investment PropertiesInvestment properties are properties held either to earn rental income or for capital appreciationor for both, but not for sale in the ordinary course of business, use in the production or supply ofgoods or services or for administrative purposes. These include parcels of land and buildings andrelated improvements acquired by the Group from defaulting borrowers.

Investment properties are measured initially at cost, including transaction costs. An investmentproperty acquired through an exchange transaction is initially measured at fair value of the assetacquired unless the fair value of such an asset cannot be measured in which case the investmentproperty acquired is measured at the carrying amount of the asset given up. Foreclosedproperties are classified under Investment properties from foreclosure date. Gain or loss fromforeclosure is included as part of Gain or loss on foreclosure account under MiscellaneousIncome section of the statement of income.

Subsequent to initial recognition, depreciable investment properties are carried at cost lessaccumulated depreciation and amortization and impairment. Depreciation is computed using thestraight line method over the useful life of 50 years and 10 years for building held for lease andforeclosed properties, respectively. Land is carried at cost less any impairment in value.

Investment properties are derecognized when they have either been disposed of or when theinvestment property is permanently withdrawn from use and no future benefit is expected fromits disposal. Any gains or losses on the retirement or disposal of an investment property arerecognized in the statements of income in the year of retirement or disposal. Expendituresincurred after the investment properties have been put into operations, such as repairs andmaintenance costs and real estate taxes, are normally charged against income in the period inwhich costs are incurred.

Transfers are made to investment properties when, and only when, there is a change in useevidenced by ending of owner occupation, commencement of an operating lease to another partyor ending of construction or development. Transfers are made from investment properties when,


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and only when, there is a change in use evidenced by commencement of owner occupation orcommencement of development with a view to sale.

Intangible AssetsIntangible assets include goodwill and acquired computer software. Goodwill represents theexcess of the acquisition cost over the fair value of the net identifiable assets arising from theacquisition of (a) the former International Exchange Bank (iBank) on April 30, 2006; (b) CSBon January 8, 2013, (c) PR Savings Bank by CSB on June 14, 2018, (d) PETNET onDecember 17, 2018 and (e) Bangko Kabayan on March 12, 2020 (see Note 18). Goodwill hasindefinite useful life and, thus, not subject to amortization but requires an annual test forimpairment. Goodwill is subsequently carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Goodwillsometimes cannot be allocated on a non-arbitrary basis to individual cash-generating units, butonly to groups of cash-generating units. As a result, the lowest level within the Group at whichgoodwill is monitored for internal management purposes sometimes comprises a number of cash-generating units. The Group’s cash-generating unit represents major business segments of theParent Bank and the subsidiaries of the Group.

Computer software used in administration is accounted for under the cost model. The cost of theasset is the amount of cash or cash equivalents paid or the fair value of the other considerationsgiven up to acquire an asset at the time of its acquisition or production.

Computer software are capitalized on the basis of the costs incurred to acquire, develop, andinstall the specific software. These costs are amortized on a straight-line basis over the expecteduseful lives ranging from five to ten years, as the lives of these intangible assets are consideredfinite. These costs are recognized as part of Depreciation and amortization in the statements ofincome. Costs associated with maintaining computer software are expensed as incurred. Inaddition, intangible assets are subject to impairment testing.

When an intangible asset is disposed of, the gain or loss on disposal is determined as thedifference between the proceeds and the carrying amount of the asset and is recognized in thestatements of income.

Other ResourcesOther resources pertain to resources controlled by the Group as a result of past events. These arerecognized in the financial statements only if recognition of that asset and of any resultingincome or expenses is a faithful representation of the resources and provides relevant informationabout the resources.

Provisions and ContingenciesProvisions are recognized when present obligations will probably lead to an outflow of economicresources and they can be estimated reliably even if the timing or amount of the outflow may stillbe uncertain. A present obligation arises from the presence of a legal or constructive obligationthat has resulted from past events (e.g., legal dispute or onerous contracts).

Provisions are measured at the estimated expenditure required to settle the present obligation,based on the most reliable evidence available at the end of the reporting period, including therisks and uncertainties associated with the present obligation. Any reimbursement expected to bereceived in the course of settlement of the present obligation is recognized, if virtually certain asa separate asset, at an amount not exceeding the balance of the related provision. Where there area number of similar obligations, the likelihood that an outflow will be required in settlement is


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determined by considering the class of obligations as a whole. When time value of money ismaterial, long-term provisions are discounted to their present values using a pretax rate thatreflects market assessment and the risks specific to the obligation. The increase in the provisiondue to passage of time is recognized as interest expense. Provisions are reviewed at the end ofeach reporting period and adjusted to reflect the current best estimate.

In those cases where the possible outflow of economic resource as a result of present obligationsis considered improbable or remote, or the amount to be provided for cannot be measuredreliably, no liability is recognized in the financial statements. Similarly, possible inflows ofeconomic benefits that do not yet meet the recognition criteria of an asset are consideredcontingent assets, hence, are not recognized in the financial statements. On the other hand, anyreimbursement that the Group can be virtually certain to collect from a third party with respect tothe obligation is recognized as a separate asset not exceeding the amount of the related provision.

Pre-Need Reserves and Insurance Premium Reserves

(a) Pre-need Reserves

In the Group’s consolidated financial statements, pre-need reserves (PNR), presented as partof Other liabilities in the consolidated statements of financial position, are recognized for allpre-need benefits guaranteed and payable by FUPI as defined in the pre-need pension plancontracts.

PNR for pension plans are determined using the requirements on provisioning of PAS 37 andthe specific method of computation required by the Insurance Commission (IC) as describedbelow.

The amount recognized as a provision to cover the PNR is the best estimate of theexpenditure required to settle the present obligation at the end of the reporting period. Therisks and uncertainties that inevitably surround many events and circumstances were takeninto account in reaching the best estimate of a provision.

PNR is computed based on the following considerations:

On actively paying plans, provision is equivalent to the present value of future planbenefits reduced by the present value of future trust fund contributions required perproduct model discounted using the transitory discount rate which does not exceed thelower of the attainable rate as certified by the Trustee, and the discount rate prescribed bythe IC in accordance with IC Circular Letter No. 23-2012, Valuation of TransitoryPre-need Reserves, for old basket of plans previously approved by the SEC.

On lapsed plans, provision is equivalent to the present value of future plan benefitsreduced by the present value of future trust fund contributions at lapse date, multiplied bythe reinstatement rate.

On fully paid plans, provision is equivalent to the present value of future plan benefitsdiscounted using the transitory discount rate.

Future events that may affect the foregoing amounts are reflected in the amount of theprovision for PNR where there is sufficient objective evidence that they will occur.


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The rates of surrender, cancellation, reinstatement, utilization and inflation, whenapplied, represent the actual experience of FUPI in the last three years, or the industry, inthe absence of a reliable experience.

The probability of pre-termination or surrender of fully paid plans are considered indetermining the PNR of fully paid plans. A pre-termination experience on fully paidplans of 5% and below are considered insignificant. In such cases, derecognition ofliability shall be recorded at pre-termination date.

The computation of the foregoing assumptions is validated by the IC-accredited actuaryof FUPI.

Any excess in the amount of the trust fund as a result of the revised reservingrequirement shall neither be released from the fund nor be credited/set-off to futurerequired contributions.

(b) Insurance Premium Reserves

Insurance premium reserves for pension plans represents FUPI’s actuarially-determinedliability in accordance with PAS 37 to guarantee the benefits provided in the plan inconsideration of the insurance premium funds assigned for this purpose as determined andcertified by the IC-accredited actuary.

Capital FundsCommon stock represents the nominal value of shares that have been issued.

Additional paid-in capital includes any premiums received on the issuance of common stock.Any transaction costs associated with the issuance of shares are deducted from additional paid-incapital, net of any related income tax benefits.

Surplus free includes all current and prior period results as reported in the statements of incomeand which are available and not restricted for use by the Group, reduced by the amounts ofdividend declared, if any.

Surplus reserves pertains to the following:

(a) Portion of the Group’s income from trust operations set-up on a yearly basis in compliancewith BSP regulations. The surplus set-up is equal to 10% of the net profit accruing from thetrust business until the surplus shall amount to 20% of authorized capital stock. The reserveshall not be paid out as dividends, but losses accruing in the course of the trust business maybe charged against this account.

(b) Accumulated trust fund income of FUPI that is automatically restricted to payments ofbenefits of planholders and releases from appropriation representing the amounts of trustfund income that pertains to the matured and pre-terminated plans of planholders which havebeen withdrawn from the trust fund during the year, in accordance with the amended Pre-need Uniform Chart of Accounts (PNUCA).

(c) The difference of the 1% required General Loan Loss Provision on Stage 1 on-balance sheetloans over the computed allowance for credit losses on Stage 1 accounts as required by theBSP Circular No. 1011 - Guidelines on the Adoption of the Philippine Financial ReportingStandard (PFRS) 9 - Financial Instruments.


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Net unrealized fair value gains (losses) on investment securities pertains to cumulativemark-to-market valuation of financial assets at FVOCI.

Remeasurements of defined benefit plan refer to accumulated actuarial losses, net of gains, as aresult of remeasurements of post-employment defined benefit plan and return on plan assets(excluding amount included in net interest).

Other reserves pertains to exchange differences arising from the translation of the Parent Bank’sForeign Currency Deposit Unit (FCDU) operations and UBX SG, which is taken to the statementof comprehensive income.

Non-controlling interests represent the portion of the net resources and profit or loss notattributable to the Group which are presented separately in the Group’s statements of income andwithin the capital funds in the Group’s statements of financial position and changes in capitalfunds.

Revenue Recognition

Revenue from contracts with customers is recognised when control of the goods or services aretransferred to the customer at an amount that reflects the consideration to which the Groupexpects to be entitled in exchange for those goods or services. Expenses are recognized in thestatements of income upon utilization of the resources or services or at the date these areincurred. All finance costs are reported on an accrual basis. The following specific recognitioncriteria of income and expenses must also be met before income or expense is recognized:

(a) Interest income recognized using the effective interest rate method - Interest income isrecognized in the statements of income for all instruments measured at amortized cost anddebt instruments classified as financial assets at FVOCI using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financialasset or a financial liability and of allocating the interest income or interest expense over therelevant period. The effective interest rate is the rate that exactly discounts estimated futurecash payments or receipts through the expected life of the financial instrument or, whenappropriate, a shorter period to the net carrying amount of the financial asset or financialliability. When calculating the effective interest rate, the Group estimates cash flowsconsidering all contractual terms of the financial instrument but does not consider futurecredit losses. The calculation includes all fees paid or received between parties to thecontract that are an integral part of the effective interest rate, transaction costs and all otherpremiums or discounts.

(b) Other interest income - Interest income on all trading assets and financial assets mandatorilyrequired to be measured at FVTPL is recognized using the contractual interest rate and isincluded under Interest Income on financial assets at fair value through profit or loss.

(c) Service charges, fees and commissions - Service charges, fees and commissions are generallyrecognized when the service has been provided. Loan commitment fees are earned asservices are provided, recognized as other income on a time proportion basis over thecommitment period.

The Group has a loyalty points programme as part of its credit cards business which allowscustomers to accumulate points that can be redeemed for free products. The loyalty pointsgive rise to a separate performance obligation as they provide a material right to thecustomer.


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A portion of the interchange fee is allocated to the loyalty points awarded to customers basedon relative stand-alone selling price and recognised as a contract liability until the points areredeemed. Revenue is recognised upon redemption of products by the customer.

(d) Gain (loss) on trading and investment securities - Gain (loss) on trading and investmentsecurities is recognized when the contractual rights on the securities is transferred to thebuyer (at an amount equal to the difference of the selling price and the carrying amount ofsecurities) and as a result of the mark-to market valuation of outstanding securities classifiedas FVTPL at year-end.

(e) Miscellaneous income includes the following accounts:

Commissions earned on credit cards - Commissions earned on credit cards arerecognized as income upon receipt from member establishments of charges arising fromcredit availments by credit cardholders. These commissions are computed based oncertain agreed rates and are deducted from amounts remittable to memberestablishments. Purchases by the credit cardholders, collectible on installment basis, arerecorded at the cost of the items purchased. Interest income is recognized on every termof installment billed to the cardholders and computed using the effective interest method.

Gain (loss) from assets sold or exchanged - Profit or loss from assets sold or exchangedis recognized when the control of the assets is transferred to the buyer or when thecollectibility of the entire sales price is reasonably assured.

Rental - Rental income arising from leased properties is accounted for on a straight-linebasis over the lease terms on ongoing leases.

Income from bancassurance business - Exclusive access fee (EAF) related to thebancassurance partnership is recognized as revenue by reference to the completion rateof the target cumulative annualized premium earned.

Dividend - Dividend income is recognized when the Group’s right to receive payment isestablished.

Income from trust operations - Trust fees related to investment funds are recognized inreference to the net asset value of the funds. The same principle is applied for wealthmanagement, financial planning and custody services that are continuously provided overan extended period of time.

LeasesThe Group assesses at contract inception whether a contract is, or contains, a lease. That is, if thecontract conveys the right to control the use of an identified asset for a period of time inexchange for consideration.

The Group as Lessee accounts for its leases as follows:

Group as LessorLeases, which do not transfer to the lessee substantially all the risks and benefits of ownership ofthe asset, are classified as operating leases. Lease income from operating leases is recognized asincome in the statements of income on a straight-line basis over the lease term.


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The Group determines whether an arrangement is, or contains a lease based on the substance ofthe arrangement. It makes an assessment of whether the fulfilment of the arrangement isdependent on the use of a specific asset or assets and the arrangement conveys a right to use theasset.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except forshort-term leases and leases of low-value assets. The Group recognizes lease liabilities to makelease payments and ROU assets representing the right to use the underlying assets.

i. Right-of-use assets

The Group recognizes ROU assets at the commencement date of the lease (i.e., the date theunderlying asset is available for use). ROU assets are measured at cost, less any accumulateddepreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costsincurred, and lease payments made at or before the commencement date less any leaseincentives received.

ii. Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured atthe present value of lease payments to be made over the lease term. The lease paymentsinclude fixed payments (including in-substance fixed payments) less any lease incentivesreceivable, variable lease payments that depend on an index or a rate, and amounts expectedto be paid under residual value guarantees. The lease payments also include the exerciseprice of a purchase option reasonably certain to be exercised by the Group and payments ofpenalties for terminating a lease, if the lease term reflects the Group exercising the option toterminate. Variable lease payments that do not depend on an index or a rate are recognizedas expense (unless they are incurred to produce inventories) in the period on which the eventor condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowingrate at the lease commencement date because the interest rate implicit in the lease is notreadily determinable. After the commencement date, the amount of lease liabilities isincreased to reflect the accretion of interest recognized under Interest expense of billspayable and other liabilities and reduced for the lease payments made. In addition, thecarrying amount of lease liabilities is remeasured if there is a modification, a change in thelease term, a change in the lease payments (e.g., changes to future payments resulting from achange in an index or rate used to determine such lease payments) or a change in theassessment of an option to purchase the underlying asset.

iii. Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases forsome branches and the related parking spaces, stalls used for specific events and severaloffice equipment (i.e., those leases that have a lease term of 12 months or less from thecommencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of ATM offsite locations, signages and severalitems of office equipment that are considered of low value (i.e. P=250,000 and below). Leasepayments on short-term leases and leases of low-value assets are recognized as expense on astraight-line basis over the lease term as is recognized as part of ‘Occupancy’ in thestatements of income.


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Foreign Currency Transactions and TranslationsThe accounting records of the Group are maintained in Philippine pesos except for the FCDU ofthe Parent Bank which are maintained in United States (U.S.) dollars. Foreign currencytransactions during the period are translated into the functional currency at exchange rates whichapproximate those prevailing on transaction dates.

For financial reporting purposes, the accounts of the FCDU are translated into their equivalents inPhilippine pesos based on the Philippine Dealing System closing rates (PDSCR) prevailing at theend of the period (for resources and liabilities) and at the average PDSCR for the period (forincome and expenses).

Foreign exchange gains and losses resulting from the settlement of foreign currency transactionsand from the translation at period-end exchange rates of monetary assets and liabilitiesdenominated in foreign currencies are recognized in the statements of income.

Changes in the fair value of monetary financial assets denominated in foreign currency areanalyzed between translation differences resulting from changes in the amortized cost of thesecurity and other changes in the carrying amount of the security. Translation differences relatedto changes in amortized cost are recognized in the statements of income, and other changes in thecarrying amount are recognized in other comprehensive income.

Impairment of Non-financial AssetsThe Group’s intangible assets (consisting of goodwill and computer software recorded as part ofOther resources), bank premises, furniture, fixtures and equipment, investment properties,investments in subsidiaries (for Parent Bank only) and other non-financial assets are subject toimpairment testing. Intangible assets with an indefinite useful life, such as goodwill, are testedfor impairment at least annually. All other individual assets or cash-generating units are testedfor impairment whenever events or changes in circumstances indicate that the carrying amountmay not be recoverable.

For purposes of assessing impairment, assets are grouped at the lowest levels for which there areseparately identifiable cash flows (cash-generating units). As a result, some assets are testedindividually for impairment and some are tested at cash-generating unit level.

Impairment loss is recognized in the statements of income for the amount by which the asset’s orcash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher offair value, reflecting market conditions, less costs to sell and value in use. In determining valuein use, management estimates the expected future cash flows from each cash-generating unit anddetermines the suitable interest rate in order to calculate the present value of those cash flows.The data used for impairment testing procedures are directly linked to the Group’s latestapproved budget, adjusted as necessary to exclude the effects of asset enhancements. Discountfactors are determined individually for each cash-generating unit and reflect management’sassessment of respective risk profiles, such as market and asset-specific risk factors.

All assets are subsequently reassessed for indications that an impairment loss previouslyrecognized may no longer exist and the carrying amount of the asset is adjusted to therecoverable amount resulting in the reversal of the impairment loss, except for goodwill.


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Employee BenefitsThe Group’s employment benefits to employees are as follows:

(a) Post-employment Defined Benefit PlanA defined benefit plan is a post-employment plan that defines an amount of post-employmentbenefit that an employee will receive on retirement, usually dependent on one or more factorssuch as age, years of service and salary. The legal obligation for any benefits from this kindof post-employment plan remains with the Group, even if plan assets for funding the definedbenefit plan have been acquired. Plan assets may include assets specifically designated to along-term benefit fund, as well as qualifying insurance policies. The Group’s defined benefitpost-employment plan covers all regular full-time employees. The pension plan istax-qualified, noncontributory and administered by a trustee.

The liability recognized in the statement of financial position for a defined benefit plan(included as part of Other Liabilities) is the present value of the defined benefit obligation(DBO) at the end of the reporting period less the fair value of plan assets. The DBO iscalculated annually by independent actuaries using the projected unit credit method. Thepresent value of the DBO is determined by discounting the estimated future cash outflowsarising from expended benefit payments using a discount rate derived from the interest ratesof a zero coupon government bond as published by Philippine Dealing & Exchange Corp.,that are denominated in the currency in which the benefits will be paid and that have terms tomaturity approximating to the terms of the related post-employment liability.

Remeasurements, comprising of actuarial gains and losses arising from experienceadjustments and changes in actuarial assumptions and the return on plan assets (excludingamount included in net interest) are reflected immediately in the statement of financialposition with a charge or credit recognized in other comprehensive income in the period inwhich they arise. Net interest is calculated by applying the discount rate at the beginning ofthe period to the net defined benefit liability or asset and is included as part of Interestexpense or Interest income in the statements of income.

Past-service costs are recognized immediately in the statements of income in the period of aplan amendment or curtailment.

(b) Post-employment Defined Contribution PlanA defined contribution plan is a post-employment plan under which the Group pays fixedcontributions into an independent entity, such as the Social Security System. The Group hasno legal or constructive obligations to pay further contributions after payment of the fixedcontribution. The contributions recognized in respect of defined contribution plans areexpensed as they fall due. Liabilities and assets may be recognized if underpayment orprepayment has occurred.

(c) Termination Benefits

Termination benefits are payable when employment is terminated by the Group before thenormal retirement date, or whenever an employee accepts voluntary redundancy in exchangefor these benefits. The Group recognizes termination benefits at the earlier of when it can nolonger withdraw the offer of such benefits and when it recognizes costs for a restructuringthat is within the scope of PAS 37 and involves the payment of termination benefits. In thecase of an offer made to encourage voluntary redundancy, the termination benefits aremeasured based on the number of employees expected to accept the offer. Benefits fallingdue more than 12 months after the end of the reporting period are discounted to their presentvalue.


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(d) Profit-Sharing and Bonus Plans

The Group recognizes a liability and an expense for bonuses and profit-sharing, based on aformula that takes into consideration the profit attributable to the Parent Bank’s shareholders,as indicated in the statements of income, after certain regulatory adjustments. The Grouprecognizes a provision where it is contractually obliged to pay the bonus plans. The Groupalso recognizes a provision for profit-sharing and bonus plans where there is a past practicethat has created a constructive obligation, whether paid in cash or in the form of shares of theParent Bank to be issued under the Employee Stock Plan.

(e) Compensated Absences

Compensated absences are recognized for the number of paid leave days (including holidayentitlement) remaining at the end of the reporting date.

They are included as part of Accrued taxes and other expenses under the Other liabilitiesaccount in the statement of financial position at the undiscounted amount that the Groupexpects to pay as a result of the unused entitlement.

Income TaxesTax expense recognized in the statements of income comprises the sum of deferred tax andcurrent tax not recognized in other comprehensive income or directly in capital funds, if any.

Current tax assets or liabilities comprise those claims from, or obligations to, fiscal authoritiesrelating to the current or prior reporting period, that are uncollected or unpaid at the end of thereporting period. They are calculated using the tax rates and tax laws applicable to the fiscalperiods to which they relate, based on the taxable profit for the year. All changes to current taxassets or liabilities are recognized as a component of tax expense in the statements of income.Effective January 1, 2019, management periodically evaluates positions taken in the tax returnswith respect to situations in which applicable tax regulations are subject to interpretations andestablishes provisions where appropriate.

Deferred tax is accounted for using the liability method on temporary differences at the end ofthe reporting period between the tax base of assets and liabilities and their carrying amounts forfinancial reporting purposes. Under the liability method, with certain exceptions, deferred taxliabilities are recognized for all taxable temporary differences and deferred tax assets arerecognized for all deductible temporary differences and the carryforward of unused tax losses andunused tax credits to the extent that it is probable that taxable profit will be available againstwhich the deferred tax assets can be utilized. Unrecognized deferred tax assets are reassessed atthe end of each reporting period and are recognized to the extent that it has become probable thatfuture taxable profit will be available to allow such deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to theperiod when the asset is realized or the liability is settled, based on tax rates and tax laws thathave been enacted or substantively enacted at the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period andreduced to the extent that it is probable that sufficient taxable profit will be available to allow allor part of the deferred tax assets to be utilized.

The measurement of deferred tax liabilities and assets reflects the tax consequences that wouldfollow from the manner in which the Group expects, at the end of the reporting period, to recoveror settle the carrying amount of its assets and liabilities.


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Most changes in deferred tax assets or liabilities are recognized as a component of tax expense inthe statements of income, except to the extent that it relates to items recognized in othercomprehensive income or directly in capital funds. In this case, the tax is also recognized inother comprehensive income or directly in capital funds, respectively.

Deferred tax assets and deferred tax liabilities are offset if the Group has a legally enforceableright to set off current tax assets against current tax liabilities and the deferred taxes relate to thesame entity and the same taxation authority.

Related Party Relationships and TransactionsRelated party transactions are transfers of resources, services or obligations between the Groupand their related parties, regardless of whether or not a price is charged.

Parties are considered to be related if one party has the ability to control the other party orexercise significant influence over the other party in making financial and operating decisions.These parties include: (a) individuals owning, directly or indirectly through one or moreintermediaries, control or are controlled by, or under common control with the Parent Bank;(b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of theParent Bank that gives them significant influence over the Parent Bank and close members of thefamily of any such individual; and, (d) the Group’s funded retirement plan.

In considering each possible related party relationship, attention is directed to the substance ofthe relationship and not merely on the legal form.

Earnings Per ShareBasic earnings per share are determined by dividing the net profit for the year attributable tocommon shareholders by the weighted average number of common shares outstanding during theyear, after retroactive effect to any stock dividends declared in the current year.

Diluted earnings per common share are also computed by dividing net profit by the weightedaverage number of common shares subscribed and outstanding at the end of the reporting period,after making adjustments to reflect the effects of any potentially dilutive preferred shares, stockoptions and warrants.

Trust and Fiduciary ActivitiesThe Group commonly acts as trustee and in other fiduciary capacities that result in the holding orplacing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions.These resources and the related income arising thereon are excluded from these financialstatements, as they are neither resources nor income of the Group.

Segment ReportingOperating segments are reported in a manner consistent with the internal reporting provided tothe Group’s chief operating decision-maker. The chief operating decision-maker is responsiblefor allocating resources and assessing performance of the operating segments.

In identifying its operating segments, management generally follows the Group’s products andservices as disclosed in Note 6, which represent the main products and services provided by theGroup.

Each of these operating segments is managed separately as each of these services requiredifferent technologies and other resources as well as marketing approaches. All inter-segmenttransfers are carried out at arm’s length prices.

Summary of Significant Accounting Policies

Summary of Accounting Judgments and Estimates - 31 -

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The measurement policies the Group uses for segment reporting under PFRS 8, Operating

Segments, are the same as those used in its consolidated financial statements in arriving at theoperating profit of the operating segments.

In addition, corporate assets which are not directly attributable to the business activities of anyoperating segment are not allocated to a particular segment.

There have been no changes from prior periods in the measurement methods used to determinereported segment profit or loss.

The Group’s operations are organized according to the nature of the products and servicesprovided. Financial information on business segments is presented in Note 6.

Events After the End of the Reporting PeriodAny post-year-end event that provides additional information about the Group’s position at thestatement of financial position date (adjusting event) is reflected in the financial statements.Post-year-end events that are not adjusting events, if any, are disclosed when material to thefinancial statements.

3. Summary of Accounting Judgments and Estimates

The preparation of the Group’s financial statements in accordance with PFRS requiresmanagement to make judgments and estimates that affect the amounts reported in the financialstatements and related notes. Judgments and estimates are continually evaluated and are basedon historical experience and other factors, including expectations of future events that arebelieved to be reasonable under the circumstances. Actual results may ultimately differ fromthese estimates.

Unless otherwise stated, below significant judgments and estimates apply as of and for the yearsended December 31, 2020, 2019 and 2018.

Critical Management Judgments in Applying Accounting PoliciesIn the process of applying the Group’s accounting policies, management has made the followingjudgments, apart from those involving estimation, which have the most significant effect on theamounts recognized in the financial statements:

Determining functional and presentation currency

PAS 21, The Effects of Changes in Foreign Exchange Rates requires management to use itsjudgment to determine the entity’s functional currency such that it most faithfully represents theeconomic effects of the underlying transactions, events and conditions that are relevant to theentity. The Group has determined that the functional currency of RBU and FCDU is PhilippinePeso and United States Dollar, respectively, considering the following:

the currency that mainly influences prices for financial instruments and services (this willoften be the currency in which prices for its financial instruments and services aredenominated and settled);

the currency in which funds from financing activities are generated; and

the currency in which receipts from operating activities are usually retained.


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Evaluation of business model in managing financial instruments

The Group manages its financial assets based on business models that maintain adequate level offinancial assets to match its expected cash outflows, largely arising from customers’ withdrawalsand continuing loan disbursements to borrowers, while maintaining a strategic portfolio offinancial assets for investment and trading activities consistent with its risk appetite.

In determining the classification of a financial instrument under PFRS 9, the Group developedbusiness models which reflect how it manages its portfolio of financial instruments. The Group’sbusiness models need not be assessed at entity level or as a whole but applied at the level of aportfolio of financial instruments (i.e., group of financial instruments that are managed togetherby the Group) and not on an instrument-by-instrument basis (i.e., not based on intention orspecific characteristics of individual financial instrument). The Group evaluates in whichbusiness model a financial instrument or a portfolio of financial instruments belong to taking intoconsideration the objectives of each business model established by the Group.

PFRS 9 emphasizes that if more than an infrequent and more than an insignificant sale is madeout of a portfolio of financial assets carried at amortized cost, an entity should assess whether andhow such sales are consistent with the objective of collecting contractual cash flows. In makingthis judgment, the Group considers certain circumstances documented in its business modelmanual to assess that an increase in the frequency or value of sales of financial instruments in aparticular period is not necessarily inconsistent with a held-to-collect business model if the Groupcan explain the reasons for those sales and why those sales do not reflect a change in the Group’sobjective for the business model.

In 2018, the Parent Bank participated in the Republic of the Philippines (ROP) US Dollar bondexchange for its outstanding securities classified as Investment securities at amortized cost withtotal carrying amount of $121.28 million (P=6.4 billion), resulting in Gain on sale of investmentsecurities at amortized cost totaling P=152.2 million. The Parent Bank has assessed that such salesare not more than infrequent and not more than insignificant and are necessary in order to ensurethat the outstanding securities remain an acceptable liquid quality. The disposals are considerednot inconsistent with the objective of hold to collect business model. The remaining securities inthe affected hold-to-collect portfolio are continued to be measured at amortized cost.

In 2019, the Parent Bank sold investment securities classified as Investment securities atamortized cost with carrying amount of $1,054.04 million (P=53.5 billion), resulting in Gain onsale of investment securities at amortized cost totaling P=7.07 billion. The sales were made as partof the Group’s capital raising activities and in response to the regulatory changes which theParent Bank assessed to have significant impact on its operations.

In 2020, the Parent Bank sold investment securities classified as Investment securities atamortized cost with total carrying amount of P=57.75 billion, resulting in Gain on sale ofinvestment securities at amortized cost totaling P=5.11 billion. These sales were made in responseto regulatory changes and unanticipated significant changes in the current market conditionsbrought about by the COVID-19 pandemic which the Parent Bank assessed to have significantimpact on its operations. Certain investments were sold in order to shorten the duration offinancial assets and reduce interest rate risk of the Parent Bank necessary as a response tosignificant changes in current market conditions.


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The Parent Bank has assessed that the sales resulted from changes in intention for certaininvestments classified as Investment securities at amortized cost. Further, the Parent Bankassessed that the sales do not reflect a change in the business model of the Group. Accordingly,the remaining investment securities in the affected hold-to-collect portfolio are continued to bemeasured at amortized cost.

Testing the cash flow characteristics of financial assets

In determining the classification of financial assets under PFRS 9, the Group assesses whetherthe contractual terms of the financial assets give rise on specified dates to cash flows that areSPPI on the principal outstanding, with interest representing time value of money and credit riskassociated with the principal amount outstanding. The assessment as to whether the cash flowsmeet the test is made in the currency in which the financial asset is denominated. Any othercontractual term that changes the timing or amount of cash flows (unless it is a variable interestrate that represents time value of money and credit risk) does not meet the amortized cost criteria.In cases where the relationship between the passage of time and the interest rate of the financialinstrument may be imperfect, known as modified time value of money, the Group assesses themodified time value of money feature to determine whether the financial instrument still meetsthe SPPI criterion. The objective of the assessment is to determine how different theundiscounted contractual cash flows could be from the undiscounted cash flows that would ariseif the time value of money element was not modified (the benchmark cash flows). If theresulting difference is significant, the SPPI criterion is not met.

In view of this, the Group considers the effect of the modified time value of money element ineach reporting period and cumulatively over the life of the financial instrument.

Determining the lease term of contracts with renewal and termination options - Group as lessee

The Group determines the lease term as the non-cancellable term of the lease, together with anyperiods covered by an option to extend the lease if it is reasonably certain to be exercised, or anyperiods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension and termination options. The Groupdetermined that generally, the options to extend or terminate the lease are not included in thedetermination of the lease term. These optional periods are not enforceable, as the Group cannotenforce the extension of the lease without the agreement from the lessor, and therefore, the Groupdoes not have the right to use the asset beyond the non-cancellable period.

Key Sources of Estimation UncertaintyThe following are the key assumptions concerning the future, and other key sources of estimationuncertainty at the end of the reporting period, that have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilities within the next reporting period:

Estimation of impairment losses on Loans and other receivables, Financial assets at amortized

cost and Financial assets at FVOCI

The measurement of impairment losses under PFRS 9 across all categories of financial assetsrequires judgment, in particular, the estimation of the amount and timing of future cash flows andcollateral values when determining impairment losses and the assessment of a significantincrease in credit risk. These estimates are driven by a number of factors, changes in which canresult in different levels of allowances.

The Group’s ECL calculations are outputs of complex models with a number of underlyingassumptions regarding the choice of variable inputs and their interdependencies. Significantfactors affecting the estimates on the ECL model include:


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The Group’s internal grading model, which assigns PDs to individual grades. In 2020,account level and portfolio credit risk rating assessment, which considered how clients arebeing affected by and are responding to COVID-19- related challenges, have been appliedmore frequently to the scorecards. Sensitivities were applied to consider uncertainties onavailable economic forecasts.

The Group’s criteria for assessing if there has been a significant increase in credit risk(SICR) which is the basis for measuring allowances for financial assets on a LifetimeExpected Credit Loss (LTECL) basis. In 2020, the BSP issued several memoranda grantingtemporary relief measures to banks and supervised financial institution (BSFI). The reliefincludes payment moratorium which defers payment of maturing loans. With the delay ofpast due information, the Group performed qualitative assessment to consider significantincrease in credit risk based on the identified risk profiles of their accounts and portfolios.

The Group’s definition of default, which considers the regulatory requirement and the Bank’sindicators of loss events.

Financial assets were segmented. In 2020, the accounts are further segmented, and theGroup identified specific accounts and portfolios that are considered severely affected by thechallenges related to COVID-19.

Development of ECL models, including the various formulas and the choice of inputs. In2020, models have been reviewed and revised as appropriate based on latest economicoutlook and studies from external sources.

Determination of associations between macroeconomic scenarios and economic inputs, suchas unemployment levels, level of government spending, and collateral values, and their effecton PDs, EADs and LGDs. As the pandemic progressed, lockdown measures were imposedand public health policy changed, the macroeconomic associations were reviewed in-depthand updated frequently. Because of the uncertainties surrounding the business landscapeduring the period, the quantitative overlays were complemented by experience-based expertjudgment inputs through management discretion overlays considered integral to thesystematic process.

The carrying amount of loans and other receivables and the related allowance are disclosed inNotes 14 and 20, while the carrying amount of debt financial assets classified under amortizedcost and fair value through other comprehensive income and the related allowances are disclosedin Notes 12 and 20.

Fair value of derivatives

Management applies valuation techniques to determine the fair value of derivatives that are notquoted in active markets. This requires management to develop estimates and assumptions basedon market inputs, using observable data that market participants would use in pricing theinstrument. Where such data is not observable, management uses its best estimate. Estimatedfair values of financial instruments may vary from the actual prices that would be achieved in anarm’s length transaction at the reporting date.

Valuation techniques are used to determine fair values which are validated and periodicallyreviewed. To the extent practicable, models use observable data, however, areas such as creditrisk (both own and counterparty), volatilities and correlations require management to makeestimates. Changes in assumptions could affect reported fair value of financial instruments.The Group uses judgment to select a variety of methods and make assumptions that are mainlybased on market conditions existing at the end of each reporting period.

The fair values of derivatives as of December 31, 2020 and 2019 are presented and grouped intothe fair value hierarchy in Note 7.


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Recognition of deferred tax assets

Deferred tax assets are recognized for all unused tax losses and temporary differences to theextent that it is probable that future taxable profit will be available against which the losses canbe utilized. Significant management judgment is required to determine the amount of deferredtax assets that can be recognized, based upon the likely timing and level of future taxable incometogether with future tax planning strategies.

Based on forecast, management assessed that it is probable that future taxable income will beavailable to utilize the deferred tax assets. The carrying value of recognized deferred tax assets isdisclosed in Note 30.

Impairment of goodwill

The Group conducts an annual review for any impairment in the value of goodwill. Goodwill iswritten down for impairment where the recoverable amount of the related CGU is insufficient tosupport its carrying value. The Group determines the recoverable value of goodwill bydiscounting the estimated excess earnings using the weighted-average cost of capital (WACC) asthe discount rate. The Group estimates the discount rate used for the computation of the netpresent value by reference to industry cost of capital.

The recoverable amount of the CGU is determined based on a value-in-use calculation using cashflow projections from financial budgets covering a five-year period. Financial budget for theimmediately succeeding year is approved by senior management and BOD of the Parent Bank,while the financial budgets for the other years of cash flow projections are determined bycorporate planning group and the relevant business units. In 2020, the key assumptions used inthe calculation of value-in-use, including loan and deposit growth rates, net interest margin, havebeen updated to consider the effect of the pandemic. The discount rates used for the computationof the value in use for various CGUs (see Note 18) are based on the pre-tax discount ratesranging from 6.69% to 11.1% and from 7.88% to 12.70%, as of December 31, 2020 andDecember 31, 2019, respectively. The long-term growth rates used range from 0% to 1% as ofDecember 31, 2020 and December 31, 2019. Based on the Group’s assessment after taking intoconsideration the impact of the pandemic to the key forecast assumptions, the Bank recognizedimpairment amounting to P=223.17 million related to a CGU where the calculated value in use isbelow the carrying amount, while the other remaining CGUs remain unimpaired.

Though management believes that the assumptions used in the estimation of fair values reflectedin the financial statements are appropriate and reasonable, significant changes in theseassumptions may materially affect the assessment of recoverable values and any resultingimpairment loss could have a material adverse effect on the results of operations.

The carrying amount of goodwill is disclosed in Note 18.

Valuation of post-employment and other benefits

The determination of the Group’s obligation and cost of pension and other post-employmentbenefits is dependent on the selection of certain assumptions used by actuaries in calculating suchamounts. Those assumptions include, among others, discount rates, expected rates of salaryincrease, and employee turnover rate. A significant change in any of these actuarial assumptionsmay generally affect the recognized expense, other comprehensive income or loss and thecarrying amount of the post-employment benefit obligation in the next reporting period.


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The Group also estimates other employee benefit obligations and expenses, including the cost ofpaid leaves based on historical leave availments of employees, subject to the Group and theParent Bank policies. These estimates may vary depending on future changes in salaries andactual experiences during the year.

The amounts of post-employment defined benefit obligation and expense and an analysis of themovements in the estimated present value of post-employment defined benefit obligation, as wellas significant assumptions such as salary rate increase, discount rates, and turnover rates used inestimating such obligation are presented in Note 29.

Fair value determination of assets acquired and liabilities assumed from business combinations

In 2020, the Group provisionally determined the fair values of the assets acquired and liabilitiesassumed from the acquisition of Bangko Kabayan and PBI. In 2019, the Group finalized thedetermination of the fair values of the assets acquired and liabilities assumed from theacquisitions of PR Savings Bank and PETNET (see Note 15). The Group determines theacquisition-date fair values of identifiable assets acquired and liabilities assumed from theacquiree without quoted market prices based on the following:

For assets and liabilities that are short term in nature, carrying values approximate fairvalues;

For financial assets and liabilities that are long-term in nature, fair values are estimatedthrough the discounted cash flow methodology, using the appropriate market rates (e.g.,current lending rates);

For nonfinancial assets such as property and equipment and investment properties, fair valuesare determined based on an appraisal which follows sales comparison approach anddepreciated replacement cost approach depending on the highest and best use of the assets;and

For intangible assets, these are determined based on discounted cash flow over the benefitsand liabilities of ownership over the asset acquired, including an exit or terminal value.

Leases - Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses itsIBR to measure lease liabilities. The IBR is the rate of interest that the Group would have to payto borrow over a similar term, and with a similar security, the funds necessary to obtain an assetof a similar value to the right-of-use asset in a similar economic environment. The IBR thereforereflects what the Group ‘would have to pay’, which requires estimation when no observable ratesare available (such as for subsidiaries that do not enter into financing transactions) or when theyneed to be adjusted to reflect the terms and conditions of the lease.

The Group estimates the IBR using observable inputs (such as market interest rates) whenavailable and is required to make certain entity-specific estimates (such as the credit spread for astand-alone credit rating).

The carrying amount of the lease liabilities as of December 31, 2020 and 2019 is disclosed inNote 24.

Risk Management Objectives and Policies - 37 -

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4. Risk Management Objectives and Policies

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

Risk management is the process by which the Group identifies its key risks, collects consistentand understandable risk measures, decides which risks to take on or reduce and establishesprocedures for monitoring the resulting risk positions. The objective of risk management is toensure that the Group conducts its business within the risk levels set by the BOD while businessunits pursue their objective of maximizing returns.

Risk Management StrategiesThe Group maintains a prudent risk management strategy to ensure the soundness andprofitability of its operations and sustained profitability. Business units are held accountable forall the risks and related returns, and ensure that decisions are consistent with business objectivesand risk tolerance. Strategies and limits are reviewed regularly and updated to ensure that risksare well-diversified and risk mitigation measures are in place. A system for managing andmonitoring risks is in place so that all relevant issues are identified at an early stage andappropriate actions are taken on a timely basis. Risk reporting is done on a regular basis, eitherdaily, monthly or quarterly.

Although the BOD is primarily responsible for the overall risk management of the Group’sactivities, the responsibility rests with all levels of the organization. The risk appetite is definedand communicated, including parameters and limits, through an enterprise-wide risk policyframework.

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

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

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

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


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(b) The Risk Management Committee (RMC) is composed of seven (7) non-executive directorsof the BOD, majority of whom are independent directors, including the Chairman. The RMCshall advise the BOD of the Parent Bank’s overall current and future risk appetite, overseeSenior Management’s adherence to the risk appetite statement, and report on the state of riskculture of the Parent Bank. The RMC shall oversee the risk management framework and therisk management function. The RMC also provides oversight, direction, and guidance to theother risk committees, specifically the Market Risk Committee (MRC) and the OperationsRisk Management Committee (ORMC).

(c) The MRC is composed of nine (9) members of the BOD, majority of whom are independentdirectors, including the Chairman. The MRC is primarily responsible for reviewing the riskmanagement policies and practices relating to market risk including interest rate risk in thebanking book and liquidity risk.

(d) The ORMC, composed of seven (7) members of the BOD, majority of whom are independentdirectors, including the Chairman, reviews various operations risk policies and practices.

Below are the responsibilities of the ORMC:

(a) Recognize and identify the nature and complexity of the major operational risks of theBank and the operating environment the Bank is exposed to;

(b) Approve the operational risk management framework which forms part of the Bank’senterprise risk management system and covers all business lines and functions of theBank, including outsourced services and services provided to external parties;

(c) Approve the outsourcing framework of the Bank which makes up of a process forevaluating and managing the risks of all existing and potential outsourcing arrangementsand policies relevant to this endeavor. The BOD also provides oversight on alloutsourcing activities and ensures effective management of risks arising from theseactivities;

(d) Ensure compliance with all applicable laws, rules and regulations on internal control,internal audit, and disclosure;

(e) Provide oversight on the adequacy of resources, including personnel complement, andare supported by appropriate technological systems. The use of technological systemsmust be commensurate to the activities being undertaken;

(f) Provide oversight on the implementation of a sound business continuity managementframework. The BOD instills a culture of placing importance on business continuity bysupplying the incumbent resources that support Bank’s business continuity initiatives;

(g) Report to the RMC/BOD results of operational risk and control assessments conductedby the Business and Support Units, summarized results, if any, of internal audits, BSPexaminations, and investigations of administrative cases that highlight trends indicativeof present or emerging exposures to specific operational risks;


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(e) The Audit Committee is composed of seven (7) members, all non-executive and majority ofwhom are independent, including the Chairman, most of whom are with accounting, auditing,or related financial management expertise or experience. The skills, qualifications, andexperience of the committee members are appropriate for them to perform their duties as laiddown by the BOD.

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

To effectively perform these functions, the Audit Committee has a good understanding of theParent Bank’s business including the following: Parent Bank’s structure, businesses,controls, and the types of transactions or other financial reporting matters applicable to theParent Bank as well as to determine whether the controls are adequate, functioning asdesigned, and operating effectively. It also considers the potential effects of emergingbusiness risks and their impact on the Parent Bank’s financial position and results ofoperations.

Among the responsibilities of the Audit Committee are:

Oversight of the financial reporting process. The Audit Committee ensures thatthe Parent Bank has a high-quality reporting process that provides transparent, consistentand comparable financial statements. In this regard, the Audit Committee works closelywith management especially the Office of the Financial Controller, the Internal AuditGroup (IAG), as well as the external auditors, to effectively monitor the financialreporting process and the existence of significant financial reporting issues and concerns.

Monitoring and evaluation of internal control. The Audit Committee, through the IAG,monitors and evaluates the adequacy and effectiveness of the Parent Bank’s internalcontrol framework, integrity of financial reporting, and security of physical assets. TheAudit Committee ensures that a proactive and forward-looking approach on evaluation ofrisks and controls is taken. The Audit Committee also ensures that periodic assessmentof the internal control system is conducted to identify weaknesses and evaluates itsrobustness considering the risk profile and strategic direction of the Parent Bank.

Oversight of the audit process. The Audit Committee is knowledgeable on auditfunction and the audit process. The Audit Committee maintains supportive, trusting andinquisitive relationships with both internal and external auditors to enhance itseffectiveness.

Oversight of the outsourced internal audit activities. The Audit Committee oversees theperformance of the internal audit service provider and ensures that they comply withsound internal auditing standards and other supplemental standards issued by regulatoryauthorities/government agencies, as well as with relevant code of ethics.


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Oversees the implementation of Group Internal Audit Policy. The Audit Committeeoversees the implementation of the policy through the periodic reports on oversight ofthe Group Internal Audit, and takes appropriate action on any group internal oversightissues identified. The Audit Committee reviews and evaluates the group internal auditpolicy, and any amendments thereto, and endorse the same to the Parent Bank forapproval.

Oversight of the whistle-blowing mechanism. The Audit Committee oversees theestablishment of a whistle-blowing mechanism in the Parent Bank by which officers andstaff shall in confidence raise concerns about possible improprieties or malpractices inmatters of financial reporting, internal control, auditing or other issues to persons orentities that have the power to take corrective action. It also ensures that independentinvestigation, appropriate follow-up, action and subsequent resolution of complaints arein place.

In the performance of these functions, the Audit Committee is supported by the IAG. TheChief Audit Executive derives authority from and is directly accountable to the AuditCommittee. However, administratively, the Chief Audit Executive reports to the President ofthe Parent Bank.

The IAG is entirely independent from all the other organizational units of the Parent Bank, aswell as from the personnel and work that are to be audited. It operates under the directcontrol of the Audit Committee and is given an appropriate standing within the Parent Bankto be free from bias and interference. The IAG is free to report its findings and appraisalsinternally at its own initiative to the Audit Committee.

The IAG is authorized by the Audit Committee to have unrestricted access to all functions,records, property, and personnel of the Bank subject to existing mandate and applicable laws.This includes the authority to allocate resources, set audit frequencies, select subjects,determine scope of work, and apply the techniques required to accomplish the auditengagement objectives.

The IAG is also authorized to obtain the necessary assistance from personnel within theParent Bank units where they perform audits, as well as other specialized services within oroutside the Parent Bank.

The IAG presents its risk-based annual audit plan that is forward-looking and consistent withthe Parent Bank’s strategic plans and priorities every quarter for approval by the AuditCommittee.

At least once a month, the Audit Committee meets to discuss the results of the assurance andconsulting engagements, and case investigations by IAG. The results of these meetings areregularly reported by the Audit Committee Chairman to the BOD in its monthly meetings.

As the Bank continuously evolves towards its digitization strategy, IAG has undertakeninitiatives to adapt and expand its processes, and to provide relevant and timelyrecommendations to the Bank. IAG has implemented continuous auditing process that aimsto provide assurance on high risk, high volume areas/process, on a real time, or near-real timebasis.


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IAG adopted the GRC system which aims to integrate the operational risk managementacross the Parent Bank. IAG also uses it as an audit management system to aid in ensuringquality and completeness of documentation across its different engagements. IAG alsoimplemented remote auditing and leveraged on the document management system of theBank.

(f) The Corporate Governance Committee (CGC) is primarily responsible for helping the BODfulfill its corporate governance and compliance responsibilities. It is responsible for ensuringthe BOD’s effectiveness and due observance of corporate governance principles and ofoversight over the compliance risk management. It assists in the establishment of acompliance program that facilitates the escalation and resolution of compliance issuesexpeditiously.

The CGC is composed of nine (9) members of the BOD, all non-executive, majority ofwhom, including its Chairman, are independent directors. Its specific duties include, amongothers, making recommendations to the BOD regarding continuing education of directors,overseeing the periodic performance evaluation of the 1) Board; 2) Board Committees; 3)Individual Directors; 4) Management-level Committees (through the Compliance andCorporate Governance Office; and 5) Chief Compliance and Corporate Governance Officer(CCCGO).

The CGC also performs oversight functions over the Compliance and Corporate GovernanceOffice (CCGO) and the following management-level committees: 1) Anti-Money LaunderingCommittee and 2) Discipline Committee.

Senior management, through the CCCGO, periodically reports to the CGC the status ofregulatory audit and compliance testing findings until their closure. Any material breaches ofthe compliance program are reported to and promptly addressed by the CCCGO within themechanisms defined by the Compliance Manual.

The Parent Bank’s CCCGO defines the Group’s minimum governance and compliancerequirements and works closely with the subsidiaries’ and affiliates’ Chief ComplianceOfficers in the execution of these standards.

The CGC assumed the functions of the Nominations Committee (NomCom) and theCompensation and Remuneration Committee (CompRem) upon the latter Committees’dissolution. The NomCom review the qualifications of and screens candidates for the boardincluding nominees for independent directors and key officers of the Parent Bank. As part ofits added function, it also reviews the implementation of programs for identifying, retainingand developing critical officers and the succession plan for various units in the organization.

The functions of the CompRem includes overseeing implementation of the programs forsalaries and benefits of directors and senior management, and monitoring that theperformance scorecards for the Parent Bank and its officers are comprehensive and balanced,and assessing the adequacy, effectiveness for driving performance and consistency of theParent Bank’s total compensation program vis-à-vis corporate philosophy and strategy.


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The Parent Bank’s CCCGO assists the CGC in fulfilling its functions by apprising the sameof (1) pertinent regulations and other issuances relating to compliance or corporategovernance, (2) related regulatory issues and compliance initiatives affecting the variousunits of the Bank and the status of the corrective action plans, and (3) continuously givingupdates thereon. In addition, the CCCGO keeps the CGC abreast of best governancepractices and discusses issues being brought up among private organizations and individualsadvocating good governance philosophy.

(g) The Related Party Transaction Committee is a board-level committee composed of three (3)members, all of whom are independent directors including its Chairman. The Committeeassists the BOD in the fulfillment of its corporate governance responsibilities on related partytransactions by ensuring that the latter are transacted at arm’s length terms. The Committeereviews and endorses the related party transactions to the BOD for approval or confirmation,depending on amounts involved.

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

Credit RiskCredit risk is the risk of loss resulting from the failure of a borrower or counterparty to honor itsfinancial or contractual obligation to the Group. The risk may arise from lending, trade finance,treasury, investments, derivatives and other activities undertaken by the Group. Credit risk ismanaged through strategies, policies and limits that are approved by the respective BOD of thevarious companies within the Group. With respect to the Parent Bank, it has a well-structuredand standardized credit approval process and credit scoring system for each of its business and/orproduct segments.

The RMU undertakes several functions with respect to credit risk management. The RMUindependently performs credit risk assessment, evaluation and review for its retail, commercialand corporate financial products to ensure consistency in the Parent Bank’s risk assessmentprocess. It also ensures that the Parent Bank’s credit policies and procedures are adequate andare constantly updated to meet the changing demands or risk profiles of the business units. TheRMU also reported to the Board’s Risk Management Committee the COVID-19-related overlaysas well as their impact on credit impairment and credit portfolio’s credit risk profiles.

For the year ended December 31, 2020, there were enhancements in the risk rating & SICRparameters in certain portfolios to consider the effect of COVID-19.

The RMU’s portfolio management function involves the review of the Parent Bank’s loanportfolio, including the portfolio risks associated with particular industry sectors, regions, loansize and maturity, and the development of a strategy for the Parent Bank to achieve its desiredportfolio mix and risk profile. The RMU reviews the Parent Bank’s loan portfolio quality in linewith the Parent Bank’s policy of avoiding significant concentrations of exposure to specificindustries or groups of borrowers. Concentrations arise when a number of counterparties areengaged in similar business activities, or activities in the same geographic region, or have similareconomic features. Concentrations indicate the relative sensitivity of the Parent Bank’sperformance to developments affecting a particular industry or geographical location.

The Group and the Parent Bank consider concentration risk to be present when the total exposureto a particular industry exceeds 30.0% of the total exposure, which is similar to the BSPrequirement. As of December 31, 2020 and 2019, the Group and the Parent Bank does notexceed the limit in any of its industry concentration.


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In order to avoid excessive concentrations of risk, the Parent Bank’s policies and proceduresinclude guidelines for maintaining a diversified portfolio mix (e.g., concentration limits).Identified concentrations of credit risks are controlled and managed accordingly. The RMU alsomonitors compliance to the BSP’s limit on exposures. The table below shows the breakdown ofthe Group’s and the Parent Bank’s exposure on receivable from customers and investments andplacements as of December 31, 2020 and 2019:

2020

Group Parent Bank

Corporate loans P=116,736,437 P=116,736,437

Commercial loans 64,469,337 64,469,337

Home loans 56,749,179 56,749,179

CSB salary loans 47,918,513 −Other retail products 18,917,409 18,917,409

Other receivables from customers* 21,351,225 8,574,923

Total receivables from customers 326,142,100 265,447,285

Investments and placements 361,513,930 334,852,459

P=687,656,030 P=600,299,744*Comprised of HR loans, quick loans and Home Credit receivables

2019

Group Parent Bank

Corporate loans P=148,623,003 P=148,623,003Commercial loans 67,059,401 67,059,401Home loans 50,794,224 50,794,224CSB salary loans 44,303,147 −Other retail products 20,653,231 20,653,231Other receivables from customers* 26,375,949 17,480,234

Total receivables from customers 357,808,955 304,610,093Investments and placements 317,344,792 309,210,232

P=675,153,747 P=613,820,325*Comprised of HR loans, quick loans and Home Credit receivables

Investments and placements include financial assets at amortized cost, financial assets at FVOCI,due from other banks, due from BSP and interbank loans receivable and the related accruedinterest receivable amounting to P=2.49 billion and P=2.31 billion as of December 31, 2020 and2019, respectively.

The following summarizes the Group’s credit risk management practices and the relevantquantitative and qualitative financial information regarding the credit exposure according toportfolios:

Credit risk management practices and credit quality disclosures

Corporate LoansCorporate lending activities are undertaken by the Parent Bank’s Corporate Banking Center. Thecustomer accounts under this group belong to the top tier corporations, conglomerates and largemultinational companies.

The Parent Bank undertakes a comprehensive procedure for the credit evaluation and riskassessment of large corporate borrowers based on its obligor risk rating master scale.


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The Parent Bank currently utilizes the same single rating system for both Corporate andCommercial accounts. In addition, the result on the latter is further refined through a secondmodel to take more careful account of the nunces between the commercial bank portfolio withthat of the corporate loan book.

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

Based on foregoing factors, each borrower is assigned a Borrower Risk Rating (BRR), fromAAA to D. In addition to the BRR, the Parent Bank assigns a loan exposure rating (LER),a 100-point system which consists of a Facility Tenor Rating (FTR) and a Security Risk Rating(SRR). The FTR measures the maturity risk based on the length of loan exposure, while the SRRmeasures the quality of the collateral and risk of its potential deterioration over the term of theloan. The FTR and the SRR, each a 100-point scoring system, are given equal weight indetermining the LER.

Once the BRR and the LER have been determined, the credit limit to a borrower is determinedunder the Risk Asset Acceptance Criteria (RAAC) which is a range of acceptable combinationsof the BRR and the LER. Under the RAAC system, a borrower with a high BRR will have abroader range of acceptable LERs.

The credit rating for each borrower is reviewed annually or earlier when there are extraordinaryor adverse developments affecting the borrower, the industry and/or the Philippine economy suchas the COVID-19 pandemic. Any major change in the credit scoring system, the RAAC rangeand/or the risk-adjusted pricing system is presented to and approved by the RMC.

The description of each credit quality grouping for the credit scores is explained further asfollows:

High Quality Grade - These accounts are of the highest quality and are likely to meet financialobligations.

Standard Grade - These accounts may be vulnerable to adverse business, financial and economicconditions but are expected to meet financial obligations.

Substandard Grade - These accounts are vulnerable to non-payment but for which default has notyet occurred.

Non-Performing - These refer to accounts which are in default or those that demonstrateobjective evidence of impairment.


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Below is the breakdown of the Parent Bank’s corporate loans exposure (outstanding balance andaccrued interest receivable) by masterscale rating as of December 31, 2020 and 2019:

December 31, 2020

Amounts

Credit Score Masterscale Stage 1 Stage 2 Stage 3 Total

High Quality GradeAAA to A- 1 P=− P=− P=− P=−BBB+ 2 6,462,028 − − 6,462,028

BBB 3 4,349,295 − − 4,349,295

BBB- to BB+ 4 38,939,318 − − 38,939,318

Standard Grade

BB to BB- 5 22,605,080 30,023 − 22,635,103

B+ 6 3,769,148 8,996,172 − 12,765,320

B to B- 7 26,230,439 87,065 − 26,317,504

CCC+ to CCC 8 2,336,568 − − 2,336,568

Substandard Grade

Lower than CCC 9 1,643,232 120,587 − 1,763,819

Non-Performing

Default 10 − − 1,167,482 1,167,482

P=106,335,108 P=9,233,847 P=1,167,482 P=116,736,437

December 31, 2019

Amounts


High Quality Grade

AAA to A- 1 P=− P=− P=− P=−BBB+ 2 9,294,307 − − 9,294,307BBB 3 5,280,700 − − 5,280,700BBB- to BB+ 4 62,485,268 − − 62,485,268

Standard Grade

BB to BB- 5 29,064,215 − − 29,064,215B+ 6 18,476,877 − − 18,476,877B to B- 7 10,088,965 − − 10,088,965CCC+ to CCC 8 13,703,879 − − 13,703,879

Substandard Grade

Lower than CCC 9 141,223 − − 141,223Non-Performing

Default 10 − − 87,569 87,569

P=148,535,434 P=− P=87,569 P=148,623,003

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

The non-financial ComBank accounts use an adjusted obligor rating scale derived from the oneapplied for corporate loans, and follows the same RAAC framework, while ComBank accountsclassified as banks and non-bank financial institutions are still rated using the 2018 rating scale.


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Below is the breakdown of the Parent Bank’s commercial loans exposure (outstanding balanceand accrued interest receivable) by masterscale rating as of December 31, 2020 and 2019 forfinancial and non-financial institutions:

Financial InstitutionsDecember 31, 2020

Amounts


High Quality Grade

AAA to A- 1 P=− P=− P=− P=−BBB+ 2 − − − −BBB- 3 − − − −BBB- to BB+ 4 1,652,689 − − 1,652,689

Standard GradeBB to BB- 5 1,871,417 − − 1,871,417

B+ 6 472,654 − − 472,654

B to B- 7 11,861,087 − − 11,861,087

CCC+ to CCC 8 2,845,549 − − 2,845,549

Substandard GradeLower than CCC 9 25,028 − − 25,028

Non-PerformingDefault 10 − − − −

P=18,728,424 P=− P=− P=18,728,424

December 31, 2019

Amounts


High Quality GradeAAA to A- 1 P=− P=− P=− P=−BBB+ 2 − − − −BBB- 3 − − − −BBB- to BB+ 4 752,525 − − 752,525

Standard Grade

BB to BB- 5 3,262,842 − − 3,262,842B+ 6 500,280 − − 500,280B to B- 7 12,383,270 − − 12,383,270CCC+ to CCC 8 273,292 − − 273,292

Substandard Grade

Lower than CCC 9 125,898 − − 125,898Non-Performing

Default 10 − − − −P=17,298,107 P=− P=− P=17,298,107

Non-financial InstitutionsDecember 31, 2020

Amounts

Masterscale Stage 1 Stage 2 Stage 3 Total

1 P=− P=− P=− P=−2 1,030,925 − − 1,030,925

3 1,993,546 − − 1,993,546

4 2,761,225 9,933 − 2,771,158

5 6,790,031 470,368 − 7,260,399

6 8,082,868 − − 8,082,868

7 14,453,915 112,404 − 14,566,319


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December 31, 2020

Amounts


8 P=4,304,086 P=132,311 P=− P=4,436,397

9 809,459 1,482,787 − 2,292,246

10 − − 3,307,055 3,307,055

P=40,226,055 P=2,207,803 P=3,307,055 P=45,740,913

December 31, 2019

Amounts


1 P=− P=− P=− P=−2 − − − −3 6,123,078 − − 6,123,0784 4,137,269 − − 4,137,269

5 10,843,787 − − 10,843,7876 10,068,926 − − 10,068,9267 7,298,001 − − 7,298,001

8 6,659,372 − − 6,659,3729 1,916,217 11,469 − 1,927,686

10 − − 2,703,175 2,703,175

P=47,046,650 P=11,469 P=2,703,175 P=49,761,294

Retail and Small and Medium Enterprise (SME) Financial ProductsThe Retail loan portfolio of the Parent Bank is composed of four main product lines, namely:Home Loans, Credit Cards, Auto Loans, and Quick Loans. SME portfolio is composed ofBusiness Line Loans and a small portion from emerging products. Each of these products hasestablished credit risk guidelines and systems for managing credit risk across all businesses.Scoring models have been revised and fine-tuned while data analytics have been enhanced toimprove portfolio quality and product offers.

On the other hand, CSB, an accredited lending institution of the Department of Education(DepEd), provides salary loans to teachers under an agreement with DepEd for payrolldeductions. CSB also provides motorcycle loans as a result of its acquisition and subsequentmerger of PR Savings Bank.

Exposure to credit risk is managed through diligent assessment upon onboarding and regularportfolio and segment analysis of the ability of borrowers to meet interest and capital repaymentobligations and by changing these lending limits when appropriate.

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

In 2019, Credit Cards ratings range from 1 to 7 excluding default rating, while for Business Line,ratings range from 1 to 6, and for Auto Loans ratings range from 1 to 5.


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In 2020, SME products, including but not limited to Business Line and Supplier Financing, nowuse new credit scorecards developed specific for each product segment. These scorecard modelsupdated the Business Line rating scale to 1 to 5. Meanwhile Credit cards, Mortgage loans, andAuto loans still use the existing scorecards and hence same rating scale as previous year. Fordisclosure purposes, these portfolios were combined under ‘Other Retail Products’.

Below is the breakdown of the Group’s and the Parent Bank’s major retail portfolio loansexposure (outstanding balance and accrued interest receivable) by masterscale rating as ofDecember 31, 2020 and 2019:

Home LoansDecember 31, 2020

Amounts


1 P=– P=– P=– P=–

2 – 2,334 – 2,334

3 170,091 14,963 – 185,054

4 314,229 42,589 – 356,818

5 719,677 33,337 – 753,014

6 5,654,606 218,120 – 5,872,726

7 40,178,679 1,450,627 – 41,629,306

Default − – 7,949,927 7,949,927

P=47,037,282 P=1,761,970 P=7,949,927 P=56,749,179

December 31, 2019

Amounts


1 P=1,873,719 P=– P=– P=1,873,7192 5,847,222 – – 5,847,2223 6,639,245 – – 6,639,2454 25,249,877 – – 25,249,8775 2,591,691 – – 2,591,6916 3,331,346 268,952 – 3,600,2987 1,925,602 924,881 – 2,850,483

Default − – 2,141,689 2,141,689

P=47,458,702 P=1,193,833 P=2,141,689 P=50,794,224

Other Retail Products (Credit Cards, Mass Market Loans, and Auto Loans)

December 31, 2020

Amounts


1 P=2,871,498 P=440 P=− P=2,871,938

2 1,166,753 1,300 − 1,168,053

3 2,336,036 783 − 2,336,819

4 3,064,846 14,179 − 3,079,025

5 2,439,425 39,363 − 2,478,788

6 1,565,438 18,222 − 1,583,660

7 2,369,551 127,076 − 2,496,627

Default − − 2,902,499 2,902,499

P=15,813,547 P=201,363 P=2,902,499 P=18,917,409


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December 31, 2019

Amounts


1 P=2,586,012 P=2 P=− P=2,586,0142 796,811 − − 796,8113 2,694,775 90 − 2,694,8654 3,991,774 2,518 − 3,994,2925 3,404,519 10,786 − 3,415,3056 3,027,415 79,336 − 3,106,7517 856,157 267,281 − 1,123,438

Default − − 2,935,755 2,935,755

P=17,357,463 P=360,013 P=2,935,755 P=20,653,231

CSB Salary Loans

For CSB salary loans, which relates to the DepEd loans of CSB, each borrower is assigned acredit score with E as minimal risk, D as low risk, C as moderate risk, B as average risk and A ashigh risk.

The description of each credit quality grouping for the credit scores is explained further asfollows:

High grade (minimal to low risk) - These are receivables which have a high probability ofcollection. The counterparty has the apparent ability to satisfy its obligation and the security onthe receivables is readily enforceable.

Standard grade (moderate to average risk) - These are receivables where collections are probabledue to the reputation and the financial ability of the counterparty to pay but with experience ofdefault.

Substandard (high risk) - Accounts classified as “Substandard” are individual credits or portionsthereof which appear to involve a substantial and unreasonable degree of risk to the Bankbecause of unfavorable record or unsatisfactory characteristics. There exists in such accounts thepossibility of future loss to the Bank unless given closer supervision. Those classified as“Substandard” must have a well-defined weakness or weaknesses that jeopardize theirliquidation. Such well-defined weaknesses may include adverse trends or development offinancial, managerial, economic or political nature, or a significant weakness in collateral.

Below is the breakdown of CSB’s salary loans exposure (outstanding balance and accruedinterest receivable) by credit score as of December 31, 2020 and 2019:

December 31, 2020

Amounts

Credit Score Stage 1 Stage 2 Stage 3 Total

D to E P=45,247,019 P=341,563 P=− P=45,588,582

B to C 46,215 111,706 − 157,921

A − 120,974 − 120,974

Default − − 2,051,036 2,051,036

P=45,293,234 P=574,243 P=2,051,036 P=47,918,513


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December 31, 2019

Amounts

Credit Score Stage 1 Stage 2 Stage 3 Total

D to E P=42,618,304 P=− P=− P=42,618,304B to C − 181,216 − 181,216A − 67,551 − 67,551Default − − 1,436,076 1,436,076

P=42,618,304 P=248,767 P=1,436,076 P=44,303,147

Other receivables from customers

Other receivables from customers of the Group and the Parent Bank include small portfolios suchas, with respect to the Parent Bank, (i) personal loans, (ii) HR loans, (iii) bills purchase and(iv) customer liabilities under acceptance, (v) home credit receivables, and, with respect to thesubsidiaries, (i) personal loans, and (ii) motorcycle loans. Each of these products has establishedcredit risk guidelines and systems for managing credit risk across all businesses.

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

Each product was risk rated using techniques appropriate to the Group’s and Parent Bank’s creditexperience. Such methods consider the payment history that are reflected in aging, delinquency,and/or change in rating. These provide the bases for the ECL stage determination.

The description of each groupings according to stage is explained further as follows:

Stage 1 - those that are considered current and up to 30 days past due, and based on change inrating, delinquencies and payment history, does not demonstrate significant increase in creditrisk.

Stage 2 - those that are considered more 30 days past due but does not demonstrate objectiveevidence of impairment as of reporting date, and, based on change in rating, delinquencies andpayment history, demonstrates significant increase in credit risk.

Stage 3 - Those that are considered default or demonstrates objective evidence of impairment asof reporting date.

Below is a summary as of December 31, 2020 and 2019 of the Group’s and Parent Bank’s otherreceivables from customers.

December 31, 2020

Amounts

Stage 1 Stage 2 Stage 3 Total

Group P=17,255,611 P=1,168,124 P=2,927,490 P=21,351,225

Parent Bank 7,791,314 120,023 663,586 8,574,923

December 31, 2019

Amounts


Group P=23,430,905 P=573,550 P=2,371,494 P=26,375,949Parent Bank 16,291,795 42,469 1,145,970 17,480,234


*SGVFSM005928*

Investments and PlacementsInvestments and placements include financial assets at amortized cost, debt financial assetsthrough other comprehensive income, due from BSP, interbank loans receivable and due fromother banks. Each has established credit risk guidelines and systems for managing credit riskacross all businesses.

Below is a breakdown of the Group’s and the Parent Bank’s investments and placements(outstanding balance and accrued interest receivable) by masterscale rating as of December 31,2020 and 2019:

Sovereign - GroupDecember 31, 2020

Amounts


1 P=7,180,893 P=− P=− P=7,180,893

2 ‒ ‒ ‒ ‒3 ‒ ‒ ‒ ‒4 6,907,611 ‒ ‒ 6,907,611

5 20,688,846 ‒ ‒ 20,688,846

6 11,562,861 ‒ ‒ 11,562,861

7 ‒ ‒ ‒ ‒8 2,315,919 ‒ ‒ 2,315,919

9 97,070,517 ‒ ‒ 97,070,517

10 2,942,981 ‒ ‒ 2,942,981

11 − − ‒ −12 7,877,205 681,565 ‒ 8,558,770

13 − − ‒ −14 ‒ 2,787,314 ‒ 2,787,314

15 ‒ ‒ ‒ ‒16 ‒ ‒ ‒ ‒Default ‒ ‒ ‒ ‒

P=156,546,833 P=3,468,879 P=‒ P=160,015,712

December 31, 2019

Amounts


1 P=5,107,419 P=− P=− P=5,107,4192 ‒ ‒ ‒ ‒3 ‒ ‒ ‒ ‒4 9,208,281 ‒ ‒ 9,208,2815 724,160 ‒ ‒ 724,1606 12,196,427 ‒ ‒ 12,196,4277 ‒ ‒ ‒ ‒8 4,007,025 ‒ ‒ 4,007,0259 100,118,913 ‒ ‒ 100,118,91310 ‒ ‒ ‒ ‒11 − 719,370 ‒ 719,37012 8,890,002 ‒ ‒ 8,890,00213 − 2,939,437 ‒ 2,939,43714 ‒ ‒ ‒ ‒15 ‒ ‒ ‒ ‒16 ‒ ‒ ‒ ‒Default ‒ ‒ ‒ ‒

P=140,252,227 P=3,658,807 P=‒ P=143,911,034


*SGVFSM005928*

Corporate – GroupDecember 31, 2020

Amounts


1 P=− P=− P=− P=−2 49,299,628 − − 49,299,628

3 17,560,176 − − 17,560,176

4 466,863 − − 466,863

5 102,481,183 − − 102,481,183

6 16,538,843 − − 16,538,843

7 154,698 − − 154,698

8 10,729,439 − − 10,729,439

9 25 − − 25

10 1,700,043 − − 1,700,043

11 2,567,320 − − 2,567,320

12 − − − −13 − − − −Default − − − −

P=201,498,218 P=− P=− P=201,498,218

December 31, 2019

Amounts


1 P=52,934 P=− P=− P=52,9342 55,769,526 − − 55,769,5263 − − − −4 18,709,865 − − 18,709,8655 9,664,185 − − 9,664,1856 21,162,758 − − 21,162,7587 67,945,332 − − 67,945,3328 663 − − 6639 27,607 − − 27,60710 55,454 − − 55,454

11 P=− P=− P=− P=−12 − − − −13 45,434 − − 45,434Default − − − −

P=173,433,758 P=− P=− P=173,433,758

Sovereign – Parent BankDecember 31, 2020

Amounts


1 P=7,180,893 P=− P=− P=7,180,893

2 ‒ ‒ ‒ ‒3 ‒ ‒ ‒ ‒4 6,907,611 ‒ ‒ 6,907,611

5 686,510 ‒ ‒ 686,510

6 11,562,861 ‒ ‒ 11,562,861

7 ‒ ‒ ‒ ‒8 2,315,919 ‒ ‒ 2,315,919

9 94,430,661 ‒ ‒ 94,430,661

10 2,942,981 ‒ ‒ 2,942,981

11 − − ‒ −


*SGVFSM005928*

December 31, 2020

Amounts


12 P=7,877,205 P=681,565 P=‒ P=8,558,770

13 − − ‒ −14 ‒ 2,787,314 ‒ 2,787,314

15 ‒ ‒ ‒ ‒16 ‒ ‒ ‒ ‒Default ‒ ‒ ‒ ‒

P=133,904,641 P=3,468,879 P=‒ P=137,373,520

December 31, 2019

Amounts


1 P=5,107,419 P=− P=− P=5,107,4192 ‒ ‒ ‒ ‒3 ‒ ‒ ‒ ‒4 9,208,281 ‒ ‒ 9,208,2815 724,160 ‒ ‒ 724,1606 12,196,427 ‒ ‒ 12,196,4277 ‒ ‒ ‒ ‒8 4,007,025 ‒ ‒ 4,007,0259 94,167,518 ‒ ‒ 94,167,51810 ‒ ‒ ‒ ‒11 − 719,370 ‒ 719,37012 8,890,002 ‒ ‒ 8,890,00213 − 2,939,437 ‒ 2,939,43714 ‒ ‒ ‒ ‒15 ‒ ‒ ‒ ‒16 ‒ ‒ ‒ ‒Default ‒ ‒ ‒ ‒

P=134,300,832 P=3,658,807 P=‒ P=137,959,639

Corporate – Parent BankDecember 31, 2020

Amounts


1 P=− P=− P=− P=−2 49,299,628 − − 49,299,628

3 17,560,176 − − 17,560,176

4 466,863 − − 466,863

5 98,461,904 − − 98,461,904

6 16,538,843 − − 16,538,843

7 154,698 − − 154,698

8 10,729,439 − − 10,729,439

9 25 − − 25

10 1,700,043 − − 1,700,043

11 2,567,320 − − 2,567,320

12 − − − −13 − − − −Default − − − −

P=197,478,939 P=− P=− P=197,478,939


*SGVFSM005928*

December 31, 2019

Amounts


1 P=52,934 P=− P=− P=52,9342 55,769,526 − − 55,769,5263 − − − −4 18,709,865 − − 18,709,8655 7,481,020 − − 7,481,0206 21,162,758 − − 21,162,7587 67,945,332 − − 67,945,3328 663 − − 6639 27,607 − − 27,60710 55,454 − − 55,45411 − − − −12 − − − −13 45,434 − − 45,434Default − − − −

P=171,250,593 P=− P=− P=171,250,593

Analysis of movements of gross carrying amountsMovements in 2020 and 2019 for total receivables from customers follow. The balancespresented include the related accrued interest receivables:

Group2020


Balances at beginning of year P=343,745,565 P=2,387,632 P=11,675,758 P=357,808,955

Newly originated assets that remained inStage 1 as at December 31, 2020 123,248,369 − − 123,248,369

Newly originated assets that moved toStage 2 and Stage 3 as atDecember 31, 2020 − 2,554,867 1,992,551 4,547,418

Effects of business combination(see Note 15) 2,158,105 6,453 41,321 2,205,879

Movements in receivable balance(excluding write-offs) (156,406,473) (1,798,042) 1,416,635 (156,787,880)

Amounts written-off − − (4,880,641) (4,880,641)

Transfers to Stage 1 918,573 (279,228) (639,345) −Transfers to Stage 2 (13,434,159) 13,489,708 (55,549) −Transfers to Stage 3 (9,540,719) (1,214,040) 10,754,759 −Balance at end of year P=290,689,261 P=15,147,350 P=20,305,489 P=326,142,100

2019


Balances at beginning of year P=294,464,999 P=1,234,832 P=11,899,014 P=307,598,845Newly originated assets that remained in

Stage 1 as at December 31, 2019 199,705,775 − − 199,705,775Newly originated assets that moved to

Stage 2 and Stage 3 as atDecember 31, 2019 − 516,559 1,629,028 2,145,587

Movements in receivable balance(excluding write-offs) (147,651,225) 125,453 (1,789,261) (149,315,033)

Amounts written-off − − (2,326,219) (2,326,219)Transfers to Stage 1 927,098 (266,982) (660,116) −Transfers to Stage 2 (1,389,907) 1,539,728 (149,821) −Transfers to Stage 3 (2,333,136) (761,957) 3,095,093 −Balance at end of year P=343,723,604 P=2,387,633 P=11,697,718 P=357,808,955


*SGVFSM005928*

Parent Bank2020




Newly originated assets that moved toStage 2 and Stage 3 as atDecember 31, 2020 − 2,469,468 1,959,239 4,428,707

Movements in receivable balance(excluding write-offs) (126,359,237) (2,645,913) (705,728) (129,710,878)


Transfers to Stage 1 362,979 (182,235) (180,744) −Transfers to Stage 2 (13,433,644) 13,484,627 (50,983) −Transfers to Stage 3 (9,528,847) (1,208,725) 10,737,572 −Balance at end of year P=235,931,730 P=13,525,006 P=15,990,549 P=265,447,285

2019


Balances at beginning of year P=240,667,042 P=509,451 P=8,646,282 P=249,822,775Newly originated assets that remained in


Stage 2 and Stage 3 as atDecember 31, 2019 − 135,927 1,319,229 1,455,156

Movements in receivable balance(excluding write-offs) (96,726,638) (171,285) (948,706) (97,846,629)

Amounts written-off − − (2,111,566) (2,111,566)Transfers to Stage 1 337,348 (128,891) (208,457) −Transfers to Stage 2 (1,374,543) 1,431,941 (57,398) −Transfers to Stage 3 (2,205,415) (169,359) 2,374,774 −Balance at end of year P=293,988,151 P=1,607,784 P=9,014,158 P=304,610,093

The breakdown of movements in 2020 and 2019 for total receivables from customers follow:

Corporate Loans - Group and Parent Bank

2020


Balances at beginning of year P=148,535,434 P=− P=87,569 P=148,623,003

Newly originated assets thatremained in Stage 1 as atDecember 31, 2020 22,584,311 − − 22,584,311

Newly originated assets that moved toStage 2 and Stage 3 as atDecember 31, 2020 − 237,675 149,252 386,927

Movements in receivable balance(excluding write-offs) (52,401,863) (2,329,494) (76,952) (54,808,309)

Transfers to Stage 2 (11,325,666) 11,325,666 − −Transfers to Stage 3 (1,057,108) − 1,057,108 −Amounts written off − − (49,495) (49,495)

Balance at end of year P=106,335,108 P=9,233,847 P=1,167,482 P=116,736,437


*SGVFSM005928*

2019


Balances at beginning of year P=128,983,106 P=− P=80,945 P=129,064,051Newly originated assets that

remained in Stage 1 as atDecember 31, 2019 65,803,649 − − 65,803,649

Newly originated assets that moved toStage 2 and Stage 3 as atDecember 31, 2019 − − 8,625 8,625

Movements in receivable balance(excluding write-offs) (46,237,801) − (15,521) (46,253,322)

Transfers to Stage 3 (13,520) − 13,520 −Balance at end of year P=148,535,434 P=− P=87,569 P=148,623,003

In 2019 there were no write-offs of corporate loans.

Commercial Loans - Group and Parent Bank

2020


Balances at beginning of year P=64,344,757 P=11,469 P=2,703,175 P=67,059,401

Newly originated assets thatremained in Stage 1 as atDecember 31, 2020 48,664,247 − − 48,664,247

Newly originated assets that moved toStage 2 and Stage 3 as atDecember 31, 2020 − 1,968,142 806,375 2,774,517


Transfers to Stage 2 (280,096) 280,096 − −Transfers to Stage 3 (1,456,830) (11,469) 1,468,299 −Amounts written-off − − (1,304,849) (1,304,849)

Balances at end of year P=58,954,479 P=2,207,803 P=3,307,055 P=64,469,337

2019


Balances at beginning of year P=47,932,205 P=13,931 P=2,323,891 P=50,270,027Newly originated assets that

remained in Stage 1 as atDecember 31, 2019 57,079,204 − − 57,079,204

Newly originated assets that movedto Stage 2 and Stage 3 as atDecember 31, 2019 − − 431,281 431,281


Transfers to Stage 1 19,079 (4,752) (14,327) −Transfers to Stage 2 − 13,124 (13,124) −Transfers to Stage 3 (84,283) (1,361) 85,644 −Balances at end of year P=64,344,757 P=11,469 P=2,703,175 P=67,059,401


*SGVFSM005928*

In 2019, there were no write-offs of commercial loans.

Home Loans - Group and Parent Bank

2020



Newly originated assets that remainedin Stage 1 as at December 31,2020 13,685,023 − − 13,685,023



Transfers to Stage 1 225,770 (125,558) (100,212) −Transfers to Stage 2 (1,565,462) 1,591,172 (25,710) −Transfers to Stage 3 (5,065,191) (994,184) 6,059,375 −Amounts written off − − (60,876) (60,876)

Balances at end of year P=47,037,282 P=1,761,970 P=7,949,927 P=56,749,179

2019


Balances at beginning of year P=35,725,374 P=395,798 P=918,712 P=37,039,884Newly originated assets that remained

in Stage 1 as at December 31,2019 18,106,389 − − 18,106,389



Transfers to Stage 1 247,939 (117,403) (130,536) −Transfers to Stage 2 (1,163,862) 1,199,688 (35,826) −Transfers to Stage 3 (1,314,316) (155,736) 1,470,052 −Balances at end of year P=47,458,702 P=1,193,833 P=2,141,689 P=50,794,224

In 2019, there were no write-offs of home loans.

Other Retail Products - Group and Parent Bank

2020


Balance at beginning of year P=17,357,463 P=360,013 P=2,935,755 P=20,653,231



Movements in receivable balance(excluding write-offs) (2,439,557) (121,610) 346,744 (2,214,423)


Transfers to Stage 1 130,955 (50,423) (80,532) −


*SGVFSM005928*

2020


Transfers to Stage 2 (P=143,577) P=163,312 (P=19,735) P=−Transfers to Stage 3 (1,515,350) (177,247) 1,692,597 −Balance at end of year P=15,813,547 P=201,363 P=2,902,499 P=18,917,409

2019


Balance at beginning of year P=15,142,559 P=57,245 P=2,786,168 P=17,985,972Newly originated assets that remained



Movements in receivable balance(excluding write-offs) (1,114,759) 10,207 (345,132) (1,449,684)

Amounts written-off − − (799,602) (799,602)Transfers to Stage 1 68,447 (6,736) (61,711) −Transfers to Stage 2 (203,323) 207,558 (4,235) −Transfers to Stage 3 (767,643) (5,400) 773,043 −Balance at end of year P=17,357,463 P=360,013 P=2,935,755 P=20,653,231

CSB Salary Loans - Group

2020





Movements in receivable balance(excluding write-offs) (30,214,318) 337,304 1,125,304 (28,751,710)

Amounts written-off − − (97,676) (97,676)

Transfers to Stage 1 555,594 (96,993) (458,601) −Transfers to Stage 2 (515) 5,081 (4,566) −Transfers to Stage 3 (11,872) (5,315) 17,187 −Balance at end of year P=45,293,234 P=574,243 P=2,051,036 P=47,918,513

2019


Balance at beginning of year P=45,059,885 P=245,386 P=1,620,327 P=46,925,598Newly originated assets that remained



Movements in receivable balance(excluding write-offs) (44,810,184) (1,098,215) 1,403,350 (44,505,049)


*SGVFSM005928*

2019

Stage 1 Stage 2 Stage 3 TotalAmounts written-off P=− P=− (P=91,441) (P=91,441)Transfers to Stage 1 581,952 (137,951) (444,001) −Transfers to Stage 2 (869) 92,889 (92,020) −Transfers to Stage 3 (2,867) 998,319 (995,452) −Balance at end of year P=42,618,304 P=248,767 P=1,436,076 P=44,303,147

Other Receivables from CustomersOther receivables from customers include HR loans, quick loans and home credit receivables.

Group

2020





Effects of business combination (Note 15) 2,158,105 6,453 41,321 2,205,879

Movements in receivable balance(excluding write-offs) (11,331,576) 482,385 875,259 (9,973,932)


Transfers to Stage 1 6,254 (6,254) − −Transfers to Stage 2 (118,843) 124,381 (5,538) −Transfers to Stage 3 (434,368) (25,825) 460,193 −Balance at end of year P=17,255,611 P=1,168,124 P=2,927,490 P=21,351,225

2019


Balance at beginning of year P=21,621,870 P=522,472 P=4,168,971 P= 26,313,313Newly originated assets that remained in


Stage 2 and Stage 3 as atDecember 31, 2019 − 255,752 336,785 592,537

Movements in receivable balance(excluding write-offs) (10,722,249) 1,366,775 (2,433,215) (11,788,689)

Amounts written-off − − (1,435,176) (1,435,176)Transfers to Stage 1 9,681 (140) (9,541) −Transfers to Stage 2 (21,853) 26,470 (4,617) −Transfers to Stage 3 (150,508) (1,597,779) 1,748,287 −Balance at end of year P=23,430,905 P=573,550 P=2,371,494 P= 26,375,949


*SGVFSM005928*

Parent Bank

2020







Transfers to Stage 1 6,254 (6,254) −Transfers to Stage 2 (118,843) 124,381 (5,538) −Transfers to Stage 3 (434,368) (25,825) 460,193 −Balance at end of year P=7,791,314 P=120,023 P=663,586 P=8,574,923

2019


Balance at beginning of year P=12,883,798 P=42,477 P=2,536,566 P=15,462,841Newly originated assets that remained in




Amounts written-off − − (1,311,964) (1,311,964)Transfers to Stage 1 1,883 − (1,883) −Transfers to Stage 2 (7,358) 11,571 (4,213) −Transfers to Stage 3 (25,653) (6,862) 32,515 −Balance at end of year P=16,291,795 P=42,469 P=1,145,970 P=17,480,234

Investments and PlacementsMovements in 2020 and 2019 for investments and placements follow. The balances presentedinclude accrued interest receivables:

Group2020


Balance at beginning of year P=313,685,985 P=3,658,807 P=− P=317,344,792


Effects of business combination (Note 15) 1,148,525 − − 1,148,525

Movements in the balance (excludingwrite-offs) (35,593,244) (189,928) − (35,783,172)

Balance at end of year P=358,045,051 P=3,468,879 P=− P=361,513,930

2019


Balance at beginning of year P=283,290,092 P=747,721 P=− P=284,037,813Newly originated assets that remained in

Stage 1 as at December 31, 2019 169,811,052 − − 169,811,052Movements in the balance (excluding

write-offs) (136,362,301) (141,772) − (136,504,073)Transfers to Stage 2 (3,052,858) 3,052,858 − −Balance at end of year P=313,685,985 P=3,658,807 P=− P=317,344,792


*SGVFSM005928*

Parent2020


Balance at beginning of year P=305,551,425 P=3,658,807 P=− P=309,210,232


Movements in the balance (excludingwrite-offs) (50,659,906) (189,928) − (50,849,834)

Balance at end of year P=331,383,580 P=3,468,879 P=− P=334,852,459

2019


Balance at beginning of year P=276,339,956 P=747,721 P=− P=277,087,677Newly originated assets that remained in

Stage 1 as at December 31, 2019 169,811,052 − − 169,811,052Movements in the balance (excluding

write-offs) (137,546,725) (141,772) − (137,688,497)Transfers to Stage 2 (3,052,858) 3,052,858 − −Balance at end of year P=305,551,425 P=3,658,807 P=− P=309,210,232

In 2020, there were no transfers between stages. In 2020 and 2019, there were no write-offs ofinvestments and placements.

ModificationIn certain circumstances, the Group modifies the original terms and conditions of a credit exposureto form a new loan agreement or payment schedule. The modifications can be given depending onthe borrower’s or counterparty’s current or expected financial difficulty. The modifications mayinclude, but are not limited to, change in interest rate and terms, principal amount, maturity date,date and amount of periodic payments and accrual of interest and charges.

On March 24, 2020, Republic Act No. 11469 or the “Bayanihan to Heal as One Act” (Bayanihan1) was enacted declaring a state of national emergency over the entire country to control thespread of the Coronavirus Disease 2019 (COVID-19). Among the provisions of Bayanihan 1 isthe implementation of a 30-day grace period for all loans with principal and/or interest fallingdue within the period of the Enhanced Community Quarantine without incurring interest oninterest, on penalties, fees and other charges. Further, on September 11, 2020, Republic Act No.11494 or the “Bayanihan to Recover as One Act” (Bayanihan 2) was enacted and provided forthe implementation of a one-time 60-day grace period to be granted for the payment of allexisting, current and outstanding loans falling due, or any part thereof, on or before December31, 2020, without incurring interest on interest, penalties, fees and other charges, therebyextending the maturity of said loans. In addition, Bayanihan 2 allows loans and interest dueduring the Bayanihan 2 period to be settled on a staggered basis without interest on interests,penalties, fees or other charges until December 31, 2020 or as may be agreed upon by bothparties. Furthermore, the Bank provided additional grace period to the borrowers.

The impact of loan modifications as a result of the Bayanihan 1 and Bayanihan 2 Acts amountedto a loss of P=506.70 million for the Group and P=377.08 million for the Parent Company. For theyear ended December 31, 2020, the net impact of the loan modifications (i.e., after subsequentaccretion of the modified loans) amounted to a loss of P=423.87 million for the Group andP=346.01 million for the Parent Company.


*SGVFSM005928*

Collateral Held as Security and Other Credit EnhancementsThe Group holds collateral against loans and other receivables from customers in order tomitigate risk. The collateral may be in the form of mortgages over real estate property, chattels,inventory, cash, securities and/or guarantees. The Bank regularly monitors and updates the fairvalue of the collateral depending on the type of credit exposure. Estimates of the fair value ofcollateral are considered in the review and assessment of the adequacy of allowance for creditlosses. In general, the Bank does not require collateral for loans and advances to other banks,except when securities are held as part of reverse repurchase agreements.

An estimate of the fair value of collateral and other security enhancements held by the Group andthe Parent Bank against loans and other receivables as of December 31, 2020 and 2019 is shownbelow:

Group

Exposure beforecollateral Property Deposits Others

Exposure afterfinancial effect of

collateral

As of December 31, 2020 P=352,583,919 P=31,294,142 P=658,275 P=15,629,399 P=305,002,103


Parent Bank

Exposure beforecollateral Property Deposits Others

Exposure afterfinancial effect of

collateral



The Group’s manner of disposing the collateral for impaired loans and receivables is normallythrough sale of the assets after foreclosure proceedings have taken place.

Liquidity RiskLiquidity risk is the risk that there are insufficient funds available to adequately meet the creditdemands of the Group’s customers and repay deposits on maturity. The ALCO and the Treasurerof the Group ensure that sufficient liquid assets are available to meet short-term funding andregulatory requirements. Liquidity is monitored by the Group on a daily basis and under stressedsituations. A contingency plan is formulated to set out the amount and the sources of funds (suchas unused credit facilities) that are available to the Group and the circumstances under which theGroup may use such funds.

Liquidity ratios are used to monitor and manage the Bank’s liquidity. The MRC approves theratios to be used for monitoring the performance of the Bank and for mapping out areas whereimprovements are needed. These ratios include Liquid Assets to Deposits Ratio, Liquidity ratio,Leverage Ratio and Intermediation Ratio. In June 2020, the MRC approved to set the peso liquidassets to deposits ratio limit to automatically be consistent with the reserve requirement ratio forpeso deposits.

The Group also manages its liquidity risks through the use of a Maximum Cumulative Outflow(MCO) limit which regulates the outflow of cash on a cumulative basis and on a tenor basis. Tomaintain sufficient liquidity in foreign currencies, the Group has also set an MCO limit forcertain designated foreign currencies. The MCO limits are endorsed by the MRC and approvedby the BOD. In June 2020, the BOD approved to change the MCO limits, providing separatelimits for short term (generally less than 30 days) and medium term tenor (from 30 days to oneyear). Previously, the Bank has single limit for all tenors.


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The table below shows the financial assets and financial liabilities’ liquidity information whichincludes coupon cash flows categorized based on the contractual date on which the asset will berealized and the liability will be settled. For financial assets at FVTPL, the analysis into maturitygrouping is based on the remaining period from the end of the reporting period to the expecteddate the assets will be realized (amounts in millions).

Group

2020

On

Demand

Up to

1 month

1 to 3

Months

3 to 6

Months

6 to 12

Months

Beyond

1 year Total

Financial assets

Cash and other cash items P=8,958 P=‒ P=‒ P=‒ P=‒ P=‒ P=8,958

Due from BSP 43,972 59,913 ‒ ‒ ‒ ‒ 103,885

Due from other banks 68,532 ‒ ‒ ‒ ‒ ‒ 68,532

Interbank loans receivable ‒ ‒ ‒ ‒ ‒ ‒ ‒121,462 59,913 ‒ ‒ ‒ ‒ 181,375

Financial assets at FVTPLDerivative assets ‒ 145 60 196 213 573 1,187

Debt securities ‒ 15,050 ‒ ‒ ‒ ‒ 15,050

Equity securities ‒ 2,754 ‒ ‒ ‒ ‒ 2,754

Financial assets at FVOCI

Debt securities ‒ 21,830 18,032 ‒ 20 162 40,044

Equity securities ‒ ‒ ‒ ‒ ‒ 42 42

Financial assets at amortizedcost ‒ 4,982 1,579 1,539 4,636 235,912 248,648

‒ 44,761 19,671 1,735 4,869 236,689 307,725

Loans and other receivables 145 67,357 35,251 21,919 30,426 230,262 385,360

Other receivables ‒ ‒ ‒ ‒ ‒ ‒ ‒Accounts receivable ‒ ‒ ‒ ‒ ‒ 5,416 5,416

Accrued interest receivable ‒ 6,912 ‒ ‒ ‒ ‒ 6,912

Sales contract receivable ‒ 51 90 99 134 2,052 2,426

145 74,320 35,341 22,018 30,560 237,730 400,114

Other financial assets

Returned checks and othercash items ‒ 249 ‒ ‒ ‒ ‒ 249

Sundry debits ‒ (13) ‒ ‒ ‒ ‒ (13)

‒ 236 ‒ ‒ ‒ ‒ 236

Total assets P=121,607 P=179,230 P=55,012 P=23,753 P=35,429 P=474,419 P=889,450

Non-derivative liabilities

Deposit liabilitiesDemand P=159,784 P=‒ P=‒ P=‒ P=‒ P=‒ P=159,784

Savings 98,958 ‒ ‒ ‒ ‒ ‒ 98,958

Time and LTNCD 1,718 155,721 74,158 6,823 4,046 33,140 275,606

260,460 155,721 74,158 6,823 4,046 33,140 534,348

Bills payable ‒ 15,695 13,350 5,719 4,083 16,583 55,430

Notes and bonds payable ‒ ‒ 239 826 1,073 64,146 66,284

Manager’s checks 6,925 ‒ ‒ ‒ ‒ ‒ 6,925

Accrued interest payable ‒ 758 ‒ ‒ ‒ ‒ 758

Accounts payable ‒ 5,028 ‒ ‒ ‒ ‒ 5,028

Other liabilities ‒ 9,323 ‒ ‒ ‒ 1,081 10,404

267,385 186,525 87,747 13,368 9,202 114,950 679,177

Derivative Liabilities ‒ 73 123 205 261 484 1,146

Total liabilities P=267,385 P=186,598 P=87,870 P=13,573 P=9,463 P=115,434 P=680,323

Group

2019

OnDemand

Up to1 month

1 to 3Months

3 to 6Months

6 to 12Months

Beyond1 year Total

Financial assets

Cash and other cash items P=8,581 P=‒ P=‒ P=‒ P=‒ P=‒ P=8,581 Due from BSP 73,750 ‒ ‒ ‒ ‒ ‒ 73,750

Due from other banks 73,676 ‒ ‒ ‒ ‒ ‒ 73,676Interbank loans receivable ‒ 213 ‒ ‒ ‒ ‒ 213

156,007 213 ‒ ‒ ‒ ‒ 156,220

Financial assets at FVTPLDerivative assets ‒ 124 94 15 ‒ 173 406

Debt securities ‒ 4,760 ‒ ‒ ‒ ‒ 4,760

Equity securities ‒ 2,700 ‒ ‒ ‒ ‒ 2,700Financial assets at FVOCI

Debt securities ‒ 2,625 ‒ 2 95 4,138 6,860Equity securities ‒ ‒ ‒ ‒ ‒ 42 42


‒ 11,464 1,229 1,776 4,244 289,890 308,603


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Group

2019

OnDemand

Up to1 month

1 to 3Months

3 to 6Months

6 to 12Months

Beyond1 year Total

Loans and other receivables P=43 P=85,182 P=33,861 P=30,502 P=32,866 P=265,844 P=448,298 Other receivables ‒ ‒ ‒ ‒ ‒ ‒ ‒

Accounts receivable ‒ ‒ ‒ ‒ ‒ 6,122 6,122Accrued interest receivable ‒ 4,981 ‒ ‒ ‒ ‒ 4,981


43 90,189 33,912 30,573 32,994 274,098 461,809

Other financial assets Returned checks and other

cash items ‒ 399 ‒ ‒ ‒ ‒ 399Sundry debits ‒ 29 ‒ ‒ ‒ ‒ 29

‒ 428 ‒ ‒ ‒ ‒ 428



Deposit liabilitiesDemand P=136,289 P=‒ P=‒ P=‒ P=‒ P=‒ P=136,289Savings 73,727 ‒ ‒ ‒ ‒ ‒ 73,727

Time and LTNCD 311 173,298 68,266 3,272 2,540 30,233 277,920

210,327 173,298 68,266 3,272 2,540 30,233 487,936Bills payable ‒ 56,578 36,944 488 8,995 3,669 106,674Notes and bonds payable ‒ ‒ 7,491 646 11,741 27,139 47,017Manager’s checks 8,536 ‒ ‒ ‒ ‒ ‒ 8,536Accrued interest payable ‒ 1,214 ‒ ‒ ‒ ‒ 1,214



218,863 247,497 112,701 4,406 23,276 62,122 668,865

Derivative Liabilities ‒ 169 117 26 3 115 430


Parent Bank

2020

On

Demand

Up to

1 month

1 to 3

Months

3 to 6

Months

6 to 12

Months

Beyond

1 year Total

Financial assets


Due from BSP 42,167 41,711 ‒ ‒ ‒ ‒ 83,878

Due from other banks 64,764 ‒ ‒ ‒ ‒ ‒ 64,764

114,746 41,711 ‒ ‒ ‒ ‒ 156,457

Financial assets at FVTPLDerivative assets ‒ 145 60 196 213 573 1187

Debt securities ‒ 15,012 ‒ ‒ ‒ ‒ 15,012

Equity securities ‒ 2,716 ‒ ‒ ‒ ‒ 2,716

Financial assets at FVOCI

Debt securities ‒ 21,829 18,032 ‒ ‒ ‒ 39,861

Equity securities ‒ ‒ ‒ ‒ ‒ 42 42


‒ 44,682 19,670 1,644 4,849 232,537 303,382

Loans and other receivables ‒ 60,447 34,229 20,241 25,145 177,032 317,094

Other receivablesAccounts receivable ‒ ‒ ‒ ‒ ‒ 2,251 2,251

Accrued interest receivable ‒ 5,591 ‒ ‒ ‒ ‒ 5,591


‒ 66,080 34,313 20,327 25,270 181,289 327,279


cash itemsP=‒ P=249 P=‒ P=‒ P=‒ P=‒ P=249

Sundry debits ‒ 11 ‒ ‒ ‒ ‒ 11

‒ 260 ‒ ‒ ‒ ‒ 260



Deposit liabilitiesDemand P=160,883 P=‒ P=‒ P=‒ P=‒ P=‒ P=160,883

Savings 93,564 ‒ ‒ ‒ ‒ ‒ 93,564

Time and LTNCD 66 118,775 68,651 2,756 2,061 21,310 213,619

254,513 118,775 68,651 2,756 2,061 21,310 468,066

Bills payable ‒ 15,695 8,841 582 70 10,420 35,608

Notes and bonds payable ‒ ‒ 239 801 1,049 64,078 66,167

Manager’s checks 6,925 ‒ ‒ ‒ ‒ ‒ 6,925

Accrued interest payable ‒ 625 ‒ ‒ ‒ ‒ 625



261,438 147,472 77,731 4,139 3,180 96,889 590,849

Derivative liabilities ‒ 73 123 205 261 484 1,146



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Parent Bank

2019

OnDemand

Up to1 month

1 to 3Months

3 to 6Months

6 to 12Months

Beyond1 year Total

Financial assets


Due from BSP 67,798 ‒ ‒ ‒ ‒ ‒ 67,798Due from other banks 71,497 ‒ ‒ ‒ ‒ ‒ 71,497Interbank loans receivable ‒ 213 ‒ ‒ ‒ ‒ 213

147,127 213 ‒ ‒ ‒ ‒ 147,340

Financial assets at FVTPL

Derivative assets ‒ 124 94 15 ‒ 172 405Debt securities ‒ 4,760 ‒ ‒ ‒ ‒ 4,760Equity securities ‒ 2,700 ‒ ‒ ‒ ‒ 2,700

Financial assets at FVOCIDebt securities ‒ 2,625 ‒ 2 95 4,138 6,860Equity securities ‒ ‒ ‒ ‒ ‒ 42 42

Financial assets at amortized

cost ‒ 1,255 1,135 1,759 4,149 285,537 293,835

‒ 11,464 1,229 1,776 4,244 289,889 308,602

Loans and other receivables 43 85,182 33,861 30,502 32,866 265,844 448,298Other receivables

Accounts receivable ‒ ‒ ‒ ‒ ‒ 6,122 6,122

Accrued interest receivable ‒ 4,981 ‒ ‒ ‒ ‒ 4,981Sales contract receivable ‒ 26 51 71 128 2,132 2,408

43 90,189 33,912 30,573 32,994 274,098 461,809


cash items

P=‒ P=399 P=‒ P=‒ P=‒ P=‒ P=399

Sundry debits ‒ 29 ‒ ‒ ‒ ‒ 29

‒ 428 ‒ ‒ ‒ ‒ 428



Deposit liabilitiesDemand P=137,357 P=‒ P=‒ P=‒ P=‒ P=‒ P=137,357Savings 68,830 ‒ ‒ ‒ ‒ ‒ 68,830

Time and LTNCD 180 141,238 67,619 2,465 1,342 20,702 233,546

206,367 141,238 67,619 2,465 1,342 20,702 439,733Bills payable ‒ 55,573 33,923 11 ‒ 3,668 93,175Notes and bonds payable ‒ ‒ 7,491 620 11,716 27,023 46,850Manager’s checks 8,536 ‒ ‒ ‒ ‒ ‒ 8,536Accrued interest payable ‒ 1,082 ‒ ‒ ‒ ‒ 1,082



214,903 209,369 109,033 3,096 13,058 52,474 601,933

Derivative liabilities ‒ 169 117 26 3 115 430


BSP ReportingLiquidity Coverage Ratio (LCR)

BSP Circular No. 905 provides the implementing guidelines on LCR and disclosure standardsthat are consistent with Basel III framework. The LCR is calculated as the ratio of stock of highquality liquid assets (HQLA) over the total net cash outflows over the next 30 calendar days,which should not be lower than 100%. Compliance with the LCR minimum requirementcommenced on January 1, 2018 with the prescribed minimum ratio of 90.00% for 2018 and100.00% effective January 1, 2019. The Group is required to disclose information related to theliquidity coverage ratio (LCR) in a single currency and on solo and consolidated basis starting2019.

The Group’s and the Parent Bank’s LCR as of December 31, 2020 and 2019 follows (amounts inmillions):

December 31, 2020

Group Parent Bank

Total HQLA P=246,291 P= 216,505

Total net cash outflows 118,718 97,842

LCR Ratio 207.46% 221.28%


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December 31, 2019

Group Parent Bank

Total HQLA P=176,297 P=163,482Total net cash outflows 134,821 122,561

LCR Ratio 130.76% 133.39%

Net Stable Funding Ratio (NSFR)

On June 6, 2018, the BSP issued BSP Circular No.1007 covering the implementing guidelines onthe adoption of the Basel III Framework on Liquidity Standards – Net Stable Funding Ratio(NSFR). The NSFR is aimed to promote long-term resilience against liquidity risk by requiringbanks to maintain a stable funding profile in relation to the composition of its assets andoff-balance sheet activities. It complements the LCR, which promotes short term resilience of abank's liquidity profile. Banks shall maintain an NSFR of at least 100 percent (100%) at alltimes. The implementation of the minimum NSFR shall be phased in to help ensure that coveredbanks can meet the standard through reasonable measures without disrupting credit extension andfinancial market activities. An observation period was set from July 1 to December 31, 2018.Effective, January 1, 2019, banks shall comply with the prescribed minimum ratio of 100%. Asof December 31, 2020 and 2019, the NSFR was at 133.22% and 106.26%, respectively, for theGroup, and 135.97% and 108.05%, respectively, for the Parent Bank.

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

The Parent Bank applies a VaR methodology to assess the market risk of positions held and toestimate the potential economic loss based upon a number of parameters and assumptions forvarious changes in market conditions. VaR is a method used in measuring financial risk byestimating the potential negative change in the market value of a portfolio at a given confidencelevel and over a specified time horizon.

The Parent Bank uses the historical VaR approach in assessing the possible changes in the marketvalue of investment securities based on historical data for a rolling one-year period. The VaRmodels are designed to measure market risk in a normal market environment. The modelsassume that any changes occurring in the risk factors affecting the normal market environmentwill have the same distribution as they had in the past. This involves running the portfolio acrossa set of historical price changes, thus creating a distribution of changes in portfolio value whichmay or may not be normal. The historical approach does not make any assumptions regarding thedistribution of the risk factors and therefore can accommodate any type of distribution. TheBank uses the maximum between the 1st and 99th percentile of historical changes in asset returnsin the calculation of volatility as this is a more conservative approach as any potential gain mayreverse to a loss.

VaR may also be underestimated or overestimated due to the assumptions placed on risk factorsand the relationship between such factors for specific instruments. Even though positions maychange throughout the day, the VaR only represents the risk of the portfolios at the close of eachbusiness day, and it does not account for any losses that may occur beyond the 99% confidencelevel.


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The VaR figures are backtested daily against actual and hypothetical profit and loss of the tradingbook to validate the robustness of the VaR model. To supplement the VaR, the Parent Bankperforms stress tests wherein the trading portfolios are valued under extreme market scenariosnot covered by the confidence interval of the Parent Bank’s VaR model.

Since VaR is an integral part of the Parent Bank’s market risk management, VaR limits areestablished annually for all financial trading activities and exposures against the VaR limits andare monitored on a daily basis. Limits are based on the tolerable risk appetite of the Parent Bank.

A summary of the Parent Bank’s VaR position at December 31, 2020 and 2019 follows (amountsin millions of Philippine pesos):

Foreign

Exchange Interest Rate Equity Total VaR

2020 P=23.7 P=5,675.8 P=142.5 P=5,842.0

Average daily 29.1 4,212.6 149.4 4,391.0

Highest 69.6 6,248.7 160.9 6,422.3

Lowest 7.5 285.8 141.0 447.7

2019 P=18.7 P=269.6 P=149.2 P=437.5Average daily 15.8 686.6 166.6 869.0Highest 43.3 1,127.5 201.5 1,305.8Lowest 3.1 159.1 149.2 330.6

The high and low of the total portfolio may not equal to the sum of the individual components asthe highs and lows of the individual portfolios may have occurred on different trading days.

Interest Rate RiskInterest rate risk in the banking book (IRRBB) is the current and prospective risk to earnings andcapital arising from adverse movements in interest rates that affect the bank’s banking bookpositions. When interest rates change, the present value and timing of future cash flows change.This, in turn, changes the underlying value of the Bank’s assets, liabilities and off-balance sheetitems, and hence its economic value. On the other hand, changes in interest rates also affect theBank’s earnings by altering interest rate-sensitive income and expenses, affecting its net interestincome (NII). The Asset and Liability Committee establishes appropriate asset and liabilitypricing in support of the Bank’s balance sheet objectives.

The Group employs “gap analysis” to measure rate-sensitivity of the income and expenses, alsoknown as Earnings-at-Risk (EaR). This sensitivity analysis is performed at least every month.The EaR measures the impact on the net interest income for any mismatch between the amountsof interest-earning assets and interest-bearing liabilities within a one-year period. The EaR iscalculated by first distributing the interest sensitive assets and liabilities into tenor buckets basedon time remaining to the next repricing date or the time remaining to maturity if there is norepricing and then subtracting the liabilities from the assets to obtain the repricing gap. Therepricing gap per tenor bucket is then multiplied by the assumed interest rate movement andappropriate time factor to derive the EaR per tenor. The Bank uses one-year differences in theterm structure of the different benchmark curves as the bases for the calculation of interest raterisk factor across all currencies. The total EaR is computed as the sum of the EaR per tenorwithin one year. To manage the interest rate risk exposure, BOD-approved EaR limits wereestablished.


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

A positive gap occurs when the amount of interest rate sensitive assets exceeds the amount ofinterest rate sensitive liabilities while a negative gap occurs when the amount of interest ratesensitive liabilities exceeds the amount of interest rate sensitive assets. Accordingly, during aperiod of rising interest rates, an entity with a positive gap will have more interest rate sensitiveassets repricing at a higher interest rate than interest rate sensitive liabilities which will befavorable to it. During a period of falling interest rates, an entity with a positive gap will havemore interest rate sensitive assets repricing at a lower interest rate than interest rate sensitiveliabilities, which will be unfavorable to it.

The asset-liability gap position of the Group and Parent Bank at carrying amounts follows(amounts in millions of Philippine pesos):

Group

2020

Up to

Six Months

Beyond

Six Months

To One Year

Beyond

One Year Total

Resources

Loans P=118,867 P=24,860 P=195,490 P=339,217

Placements 128,429 – 43,972 172,401

Investments 4,448 1,040 199,279 204,767

251,744 25,900 438,741 716,385

Liabilities

Deposit liabilities 238,353 7,941 281,491 527,785

Bills payable 39,099 7,656 7,468 54,223

Notes and bonds payable – 107 59,747 59,854

277,452 15,704 348,706 641,862

Asset-Liability Gap (P=25,708) P=10,196 P=90,035 P=74,523

Group

2019

Up to

Six Months

Beyond

Six Months

To One Year

Beyond

One Year Total

Resources

Loans P=157,842 P=20,358 P=215,181 P=393,381

Placements 73,888 – 73,750 147,638

Investments 2,530 250 172,002 174,782

234,260 20,608 460,933 715,801

Liabilities


Bills payable 96,741 3,733 4,614 105,088

Notes and bonds payable 7,200 11,014 31,118 49,332

350,635 17,277 270,844 638,756



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Parent Bank

2020

Up to

Six Months

Beyond

Six Months

To One Year

Beyond

One Year Total

Resources

Loans P=104,811 P=21,422 P=146,880 P=273,113

Placements 106,464 – 42,167 148,631

Investments 4,354 1,020 196,535 201,909

215,629 22,442 385,582 623,653

Liabilities


Bills payable 33,183 1 1,319 34,503

Notes and bonds payable – – 59,747 59,747

223,225 1,931 334,323 559,479


Parent Bank

2019

Up to

Six Months

BeyondSix Months

To One Year

Beyond

One Year Total

Resources

Loans P=141,924 P=11,566 P=179,408 P=332,898Placements 71,710 – 67,798 139,508

Investments 2,530 250 171,953 174,733

216,164 11,816 419,159 647,139

Liabilities


Bills payable 90,753 – 1,396 92,149

Notes and bonds payable 7,200 10,865 31,118 49,183

311,387 12,114 256,785 580,286

Asset-Liability Gap (P=95,223) (P=298) P=162,374 P=66,853

EAR is complemented by stress tests which are conducted quarterly. It involves subjecting thetotal interest rate sensitive assets and liabilities within one year to probable short-term andmedium-term interest rate movements, assuming parallel and non-parallel (flatteners andsteepeners) in the yield curve.

Additionally, the Bank also monitors long-term sensitivity to interest rate risk of the Bank’sbalance sheet through the Economic Value of Equity (EVE) method. EVE measures theeconomic value which provides a more comprehensive view of potential long-term effects ofchanges in interest rates.

The Bank’s interest rate sensitive asset and liability positions are analyzed based on its cashflows, and its present value are computed using appropriate market rates which include thecurrent risk-free rate plus the corresponding margin. On the other hand, the present values ofnon-interest sensitive assets and liabilities will be kept at their carrying values.

The Bank’s risk management program includes measuring and monitoring the risks associatedwith fluctuations in market interest rates on the its net interest income and capital ensuring thatthe exposures in interest rates are kept within acceptable limits.


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The following table sets out the impact of changes in interest rates on the Group’s and ParentBank’s net interest income (amounts in millions of Philippine pesos):

Group Parent Bank

Increase (decrease) in interest rates(in basis points) 100 (100) 100 (100)

2020

Change in annualized net interest income (P=711) P=711 (P=710) P=710

As a percentage of net interest income (1.84%) 1.84% (2.42%) 2.42%

2019Change in annualized net interest income (P=1,144) P=1,144 (P=1,139) P=1,139As a percentage of net interest income (5.12%) 5.12% (6.85%) 6.85%

This sensitivity analysis is performed for risk management purposes and assumes no otherchanges in the repricing structure. Actual changes in net interest income may vary from theBank’s internal model.

Foreign Exchange RiskForeign exchange risk is the risk to earnings or capital arising from changes in foreign exchangerates.

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

The breakdown of the financial resources and financial liabilities of the Group and the ParentBank on as to foreign currency-denominated balances (excluding FCDU USD-denominatedfinancial resources and liabilities, which functional currency is in USD), translated to Philippinepesos as of December 31, 2020 and 2019 is shown below:

Group

2020

U.S. Dollars

Other

Foreign

Currencies Total

Resources:Cash and other cash items P=550,524 P=87,819 P=638,343

Due from other banks 62,691,820 2,240,902 64,932,722

Financial assets at FVTPL 3,468,444 1,695 3,470,139

Financial assets at FVOCI 22,949,310 − 22,949,310

Financial assets at amortized cost 74,726,779 1,839,183 76,565,962

Loans and other receivables 12,962,947 99,932 13,062,879

177,349,824 4,269,531 181,619,355

Liabilities:Deposit liabilities 121,149,102 2,895,830 124,044,932

Bills payable 34,462,352 24,276 34,486,628

Notes and bonds payable 38,322,727 – 38,322,727

Derivative liabilities 265,148 763 265,911

Accrued interest and other expenses 263,489 305 263,794

Other liabilities 502,775 171,085 673,860

194,965,593 3,092,259 198,057,852

Currency swaps and forwards 12,861,233 (959,562) 11,901,671

Net exposure (P=4,754,536) P=217,710 (P=4,536,826)


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Group

2019

U.S. Dollars

OtherForeign

Currencies Total

Resources:

Cash and other cash items P=932,881 P=964,563 P=1,897,444Due from other banks 69,617,555 1,484,563 71,102,118Interbank loans receivable – 213,062 213,062Financial assets at FVTPL 4,262,053 419 4,262,472Financial assets at FVOCI 2,585,640 − 2,585,640Financial assets at amortized cost 92,139,645 1,773,489 93,913,134Loans and other receivables 15,347,068 86,533 15,433,601

184,884,842 4,522,629 189,407,471

Liabilities:Deposit liabilities 94,091,461 3,079,565 97,171,026Bills payable 77,115,803 13,462 77,129,265Notes and bonds payable 25,317,500 – 25,317,500Derivative liabilities 65,017 1,045 66,062Accrued interest and other expenses 452,953 346 453,299

Other liabilities 2,938,096 159,102 3,097,198

199,980,830 3,253,520 203,234,350

Currency swaps and forwards 14,734,696 (1,252,162) 13,482,534

Net exposure (P=361,292) P=16,947 (P=344,345)

Parent Bank

2020

U.S. Dollars

Other

Foreign

Currencies Total

Resources: Cash and other cash items P=550,524 P=87,819 P=638,343

Due from other banks 62,184,086 2,240,902 64,424,988

Financial assets at FVTPL 3,468,443 1,695 3,470,138

Financial assets at FVOCI 22,949,310 – 22,949,310

Financial assets at amortized cost 74,726,779 1,839,183 76,565,962

Loans and other receivables 12,962,623 99,932 13,062,555

176,841,765 4,269,531 181,111,296

Liabilities:Deposit liabilities 121,149,102 2,895,830 124,044,932

Bills payable 34,462,352 24,276 34,486,628

Notes and bonds payable 38,322,727 – 38,322,727

Derivative liabilities 265,148 763 265,911

Accrued interest and other expenses 263,489 305 263,794

Other liabilities 398,302 171,085 569,387

194,861,120 3,092,259 197,953,379

Currency swaps and forwards 12,861,233 (959,562) 11,901,671

Net exposure (P=5,158,122) P=217,710 (P=4,940,412)


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Parent Bank

2019

U.S. Dollars

OtherForeign

Currencies Total

Resources:

Cash and other cash items P=931,287 P=964,563 P=1,895,850Due from other banks 69,536,843 1,484,563 71,021,406Interbank loans receivables – 213,062 213,062Financial assets at FVTPL 4,262,053 419 4,262,472Financial assets at FVOCI 2,585,640 – 2,585,640Financial assets at amortized cost 92,139,645 1,773,489 93,913,134Loans and other receivables 15,346,997 86,533 15,433,530

184,802,465 4,522,629 189,325,094

Liabilities:Deposit liabilities 94,091,461 3,079,565 97,171,026Bills payable 77,115,803 13,462 77,129,265Notes and bonds payable 25,317,500 – 25,317,500Derivative liabilities 65,017 1,045 66,062Accrued interest and other expenses 452,953 346 453,299

Other liabilities 2,938,096 159,102 3,097,198

199,980,830 3,253,520 203,234,350

Currency swaps and forwards 14,734,696 (1,252,162) 13,482,534

Net exposure (P=443,669) P=16,947 (P=426,722)

The Parent Bank’s policy is to maintain foreign currency exposure within acceptable limits andwithin existing regulatory guidelines. The Parent Bank believes that its profile of foreigncurrency exposure on its assets and liabilities is within conservative limits for a financialinstitution engaged in the type of business in which the Parent Bank is involved.

The following table illustrates the sensitivity of the net results and capital funds to the changes inforeign exchange rates on the Parent Bank’s financial assets and financial liabilities in the RBU.The percentages change (increase and decrease) have been determined based on the averagemarket volatility in exchange rates in the previous 12 months, using a confidence level of 99%.The sensitivity analysis is based on the Parent Bank’s foreign currency-denominated financialinstruments held at each reporting date, including currency swaps and forwards.

2020 2019

% Change

Effect on

Net Profit

For the Year % Change

Effect onNet Profit

For the Year

U.S. dollars 1.0% (51,581) 1.0% (4,437)Japanese yen 2.5% (6,292) 1.5% 864Euros 2.0% 4,540 1.5% (543)Others 1.6% 4,711 1.3% (235)

Operational RiskBSP Circular 900, Guidelines on Operational Risk Management, serve as the groundwork for theBank’s Operational Risk Management (ORM) framework. This is to standardize the approachundertaken by the Bank in order to facilitate consistently strong ORM practices across theorganization.

Operational risk is defined as the risk of loss arising from direct or indirect loss from inadequateor failed internal processes, people and systems or from external events. This definition includeslegal risk, but excludes strategic and reputational risk. Direct loss being the result primarily froman operational failure while an indirect loss relates to the impact of operational risk on other riskssuch as market, credit or liquidity risk.


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Each specific unit of the Bank has its roles and responsibilities in the management of operationalrisk and these are clearly stated in the ORM framework. At the BOD level, an ORMC wasformed to provide overall direction in the management of operational risk, aligned with theoverall business objectives. Key to the effective implementation of the operational riskmanagement framework is a governance structure that transparently defines the lines ofresponsibility from the BOD down to the Business and Functional Units level.

The ORMC was formed and given the mandate to build and lead the roadmap in developing thefoundations and systems necessary for the effective implementation of an Operational RiskManagement Framework. The ORM, together with all other Risk Units, reports directly to theChief Risk Officer.

In managing products, services and systems, these are implemented only after a thoroughoperational risk evaluation. As part of the product and systems approval process, product ownersand managers ensure that risks are clearly identified and adequately controlled and mitigated.For existing products, services and systems, regular reviews are conducted and controls areassessed to determine continued effectiveness. The Parent Bank, as part of its continuing effortto manage operational risk, has ensured that the basic controls to manage exposure to operationalrisk have been embedded in its processes.

Legal Risk and Regulatory Risk ManagementLegal risk pertains to the Parent Bank’s exposure to losses arising from cases decided not infavor of the Parent Bank where significant legal costs have already been incurred, or in someinstances, where the Parent Bank may be required to pay damages. The Parent Bank is ofteninvolved in litigation in enforcing its collection rights under loan agreements in case of borrowerdefault. The Parent Bank may incur significant legal expenses as a result of these events, but theParent Bank may still end up with non-collection or non-enforcement of claims. The ParentBank has established measures to avoid or mitigate the effects of these adverse decisions andengages several qualified legal advisors, who were endorsed to and carefully approved by seniormanagement. At year-end, the Parent Bank also ensures that material adjustments or disclosuresare made in the financial statements for any significant commitments or contingencies which mayhave arisen from legal proceedings involving the Parent Bank.

Regulatory compliance risk refers to the potential risk for the Parent Bank and its subsidiaries tosuffer financial loss due to changes in the laws, monetary, tax or other governmental regulationsof the country. The monitoring of the Parent Bank’s and subsidiaries’ compliance with theseregulations, as well as the study of the potential impact of new laws and regulations, is theprimary responsibility of the entity’s Chief Compliance and Corporate Governance Officer(CCCGO). The CCCGO is responsible for communicating and disseminating new rules andregulations to all units, analyzing and addressing compliance issues, performing periodiccompliance testing and regularly reporting to the CGC and the BOD.

Capital Management - 74 -

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5. Capital Management

Regulatory CapitalAs the Parent Bank’s regulator, the BSP sets and monitors capital requirements of the ParentBank.

In implementing current capital requirements, the BSP requires the Group and the Parent Bank tomaintain a minimum capital amount and a prescribed ratio of qualifying capital to risk-weightedassets, known as the “capital adequacy ratio” (CAR). Risk-weighted assets is the aggregate valueof assets weighted by credit risk, market risk, and operational risk, based on BSP-prescribedformula provided under BSP Circular No. 360 and BSP Circular No. 538 which contain theimplementing guidelines for the revised risk-based capital adequacy framework to conform toBasel II recommendations.

Effective January 1, 2014, the BSP has adopted the new risk-based capital adequacy frameworkparticularly on the minimum capital and disclosure requirements for the Philippine bankingsystem in accordance with the Basel III standards through BSP Circular No. 781. The adoptedBasel III risk-based capital adequacy framework requires the Group to maintain:

(a) Common Equity Tier 1 (CET1) of at least 6.0% of risk-weighted assets;(b) Tier 1 Capital of at least 7.5% of risk-weighted assets;(c) Qualifying Capital (Tier 1 plus Tier 2 Capital) of at least 10.0% of risk-weighted assets;

and,(d) Capital Conservation Buffer of 2.5% of risk-weighted assets, comprised of CET1 Capital.

On November 29, 2018, the BSP amended the requirements of Subsection X115.1 of the Manualfor Regulations for Banks (MORB) through BSP Circular No. 1024. The amendment requiresthe Group and the Parent Bank to maintain, with respect to the CET 1 requirement, in addition tothe minimum, the following capital buffers:

(a) Capital conservation buffer (CCB) of 2.5%; and(b) Countercyclical capital buffer (CCyB) of 0% subject to upward adjustment to a rate

determined by the MB when systemic conditions warrant but not to exceed to 2.5%.

The Group’s and the Parent Bank’s regulatory capital position as of December 31, 2020 and2019, as reported to the BSP, follow (amounts in millions):

Group Parent Bank

2020 2019 2020 2019

Common Equity Tier 1 Capital

Paid-up common stock P=12,185 P=12,176 P=12,185 P=12,176Additional paid in capital 14,215 14,172 14,215 14,172Surplus free 63,778 55,725 65,216 56,183

Undivided profits 11,671 13,226 11,513 13,601Other comprehensive income (1,806) (1,023) (1,658) (908)Minority interest in financial allied subsidiary 802 522 – –

Sub-total 100,845 94,798 101,471 95,224

Less Regulatory Adjustments:

Total outstanding unsecured credit accommodations,both direct and indirect, to DOSRI, and unsecuredloans, other credit accommodations and guarantees

granted to subsidiaries and affiliates 378 268 267 240Deferred income tax 6,970 5,626 5,858 4,897Goodwill 13,377 13,650 7,887 7,887

Other intangible assets 1,554 1,539 1,013 1,084


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Group Parent Bank

2020 2019 2020 2019Defined benefit pension fund assets P=8 P=25 P=– P=17

Un-booked valuation reserves 2,318 2,464 1,888 2,048Investments in equity of consolidated subsidiary banksand quasi banks, and other financial allied undertakings – – 21,777 20,577

Other equity investments in non-financial allied andnon-allied undertakings – – – –

Total regulatory adjustments to Common Equity

Tier 1 capital 24,605 23,572 38,690 36,750

Total Common Equity Tier 1 capital 76,240 71,226 62,781 58,474

Total Tier 1 capital P=76,240 P=71,226 P=62,781 P=58,474

Tier 2 CapitalGeneral loan loss provision P=3,627 P=4,005 P=2,602 P=3,078Unsecured subordinated debt 6,800 7,200 6,800 7,200

Total Tier 2 capital 10,427 11,205 9,402 10,278

Net Tier 1 capital 76,240 71,226 62,781 58,474Net Tier 2 capital 10,427 11,205 9,402 10,278

Total qualifying capital 86,667 82,431 72,183 68,752

Credit risk-weighted assets 451,416 486,279 381,932 420,835

Market risk-weighted assets 12,046 10,002 12,046 10,002Operational risk-weighted assets 46,175 41,750 33,903 29,050

Total risk-weighted assets P=509,637 P=538,031 P=427,881 P=459,887

Capital ratios:Total regulatory capital expressed as percentage of total

risk weighted assets 17.01% 15.32% 16.87% 14.95%Total Tier 1 expressed as percentage of total

risk-weighted assets 14.96% 13.24% 14.67% 12.71%

Total Common Equity Tier 1 expressed as percentage

of total risk-weighted assets 14.96% 13.24% 14.67% 12.71%

Conservation buffer 8.96% 7.24% 8.67% 6.71%

The Group and the Parent Bank have fully complied with the CAR requirements of the BSP.

The breakdown of credit risk-weighted assets, market risk-weighted assets and operationalrisk-weighted assets follow (amounts in millions):

Group Parent Bank

2020 2019 2020 2019

On-books assets P=439,066 P=468,659 P=369,587 P=403,215Off-books assets 8,196 10,961 8,191 10,961Counterparty risk-weighted

assets in the banking books 3,383 6,115 3,383 6,115assets in the trading books 771 544 771 544

Total Credit Risk-Weighted Assets P=451,416 P=486,279 P=381,932 P=420,835

Capital Requirements P=45,142 P=48,628 P=38,193 P=42,084

Interest rate exposures P=6,261 P=3,714 P=6,261 P=3,714Equity exposures 5,156 5,123 5,156 5,123Foreign exchange exposures 629 1,165 629 1,165

Total Market Risk-Weighted Assets P=12,046 P=10,002 P=12,046 P=10,002


Total Operational Risk-Weighted Assets - Basicindicator P=46,175 P=41,750 P=33,903 P=29,050



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The total credit exposure broken down by type of exposures and risk weights follow (amounts inmillions):

Group

2020

Credit Risk

Total Credit

Risk Exposure

Total

Credit Risk

Exposure

after Risk

Mitigation 0%-50% 75%-100% 150%

Total

Weighted

Assets

Risk-Weighted On-Books Assets

Cash on hand P=8,755 P=8,755 P=8,755 P= – P= – P= –

Checks and other cash items 30 30 30 – – 6

Due from BSP 103,879 103,879 103,879 – – –

Due from other banks 68,723 68,723 66,663 2,060 – 31,492

Financial assets at FVTPL 37 37 – 37 – 37

Financial assets at FVOCI 31,174 28,645 16,740 11,905 – 12,554

Financial assets at amortized cost 165,005 164,234 124,601 39,633 – 54,557

Loans and receivables 311,159 311,013 23,192 279,348 8,473 303,654

16,745 3,349 3,349 – – –

Sales contract receivable (SCR) 1,443 1,443 – 113 1,330 2,108

ROPA 5,619 5,619 – – 5,619 8,428

Other assets 24,937 24,937 157 24,780 – 24,781

Total risk-weighted on-books assets notcovered by CRM 737,506 720,664 347,366 357,876 15,422 437,617

Total risk-weighted on-books assets

covered by CRM – 16,841 16,837 4 – 1,449

P=737,506 P=737,505 P=364,203 P=357,880 P=15,422 P=439,066

Risk-Weighted Off-Books Assets

Direct credit substitutes (e.g., generalguarantee of indebtedness and

acceptances) P=1,357 P=– P=– P=1,357 P=– P=1,357

Transaction-related contingencies(e.g., performance bonds, bid

bonds, warrantees and stand-byLCs related to particulartransactions) 3,330 – – 1,665 – 1,665

Trade-related contingencies arisingfrom movements of goods

(e.g., documentary creditscollateralized by the underlyingshipments) and commitments with

an original maturity of up to oneyear P=25,870 P=– P=– P=5,174 P=– P=5,174

P=30,557 P=– P=– P=8,196 P=– P=8,196

Counterparty Risk-Weighted Assets

in the Banking Books

Repo-style Exposure P=30,745 P=6,421 P=5,615 P=806 P=– P=3,383


in the Trading Books

Interest Rate Contracts P=4,010 P=550 P=278 P=272 P=– P=411

Exchange Rate Contracts 47,517 576 387 189 – 360

Total P=51,527 P=1,126 P=665 P=461 P=– P=771


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Group

2019

Credit RiskTotal Credit

Risk Exposure

Total

Credit RiskExposure

after Risk

Mitigation 0%-50% 75%-100% 150%

TotalWeighted

Assets

Risk-Weighted On-Books AssetsCash on hand P=8,369 P=8,369 P=8,369 P= – P= – P= –

Checks and other cash items 121 121 121 – – 24Due from BSP 73,779 73,779 73,779 – – –Due from other banks 73,760 73,760 71,491 2,269 – 32,671

Financial assets at FVTPL 49 49 – 49 – 49Financial assets at FVOCI 5,840 5,840 5,734 106 – 106Financial assets at amortized cost 165,551 165,112 126,365 38,747 – 57,121

Loans and receivables 349,392 349,184 9,939 333,051 6,194 344,951SPURRA 34,774 6,955 6,955 – – –Sales contract receivable (SCR) 1,339 1,339 – 363 976 1,827

ROPA 5,698 5,698 – – 5,698 8,548Other assets 23,512 23,512 152 23,360 – 23,360

Total risk-weighted on-books assets notcovered by CRM 742,184 713,718 302,905 397,945 12,868 468,657

Total risk-weighted on-books assetscovered by CRM – 28,466 28,464 2 – 2

P=742,184 P=742,184 P=331,369 P=397,947 P=12,868 P=468,659

Risk-Weighted Off-Books AssetsDirect credit substitutes (e.g., general

guarantee of indebtedness and

acceptances) P=1,710 P=– P=– P=1,710 P=– P=1,710Transaction-related contingencies

(e.g., performance bonds, bid

bonds, warrantees and stand-byLCs related to particulartransactions) 3,120 – – 1,560 – 1,560

Trade-related contingencies arisingfrom movements of goods(e.g., documentary credits

collateralized by the underlyingshipments) and commitments withan original maturity of up to one

year P=38,456 P=– P=– P=7,691 P=– P=7,691

P=43,286 P=– P=– P=10,961 P=– P=10,961

Counterparty Risk-Weighted Assets inthe Banking Books

Repo-style Exposure P=72,382 P=12,035 P=10,337 P=1,698 P=– P=6,115

Counterparty Risk-Weighted Assets in

the Trading BooksInterest Rate Contracts P=1,198 P=130 P=71 P=59 P=– P=95Exchange Rate Contracts 56,660 793 623 170 – 449

Total P=57,858 P=923 P=694 P=229 P=– P=544


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Parent Bank

2020

Credit Risk

Total Credit

Risk Exposure

Total

Credit Risk

Exposure

after Risk

Mitigation 0%-50% 75%-100% 150%

Total

Weighted

Assets

Risk-Weighted On-Books Assets

Cash on hand P=7,815 P=7,815 P=7,815 P= – P= – P= –

Due from BSP 83,875 83,875 83,875 – – –

Due from other banks 64,783 64,783 64,463 320 – 28,652

Financial assets through other

comprehensive income 30,983 28,454 16,558 11,896 – 12,519

Financial assets at amortized cost 162,363 161,592 121,959 39,633 – 54,549

Loans and receivables 255,260 255,171 21,938 227,728 5,505 246,955

SPURRA 10,373 2,075 2,075 – – –

SCR 1,364 1,364 – 73 1,291 2,010

ROPA 4,038 4,038 – – 4,038 6,057

Other assets 17,400 17,400 – 17,400 – 17,400

Total risk-weighted on-books assets not

covered by CRM 638,254 626,567 318,683 297,050 10,834 368,142

Total risk-weighted on-books assetscovered by CRM – 11,687 11,683 4 – 1,445

P=638,254 P=638,254 P=330,366 P=297,054 P=10,834 P=369,587


Direct credit substitutes (e.g., generalguarantee of indebtedness andacceptances) P=1,357 P=– P=– P=1,357 P=– P=1,357

Transaction-related contingencies (e.g.,performance bonds, bid bonds,warrantees and stand-by LCs

related to particular transactions) 3,330 – – 1,665 – 1,665

Trade-related contingencies arisingfrom movements of goods (e.g.,

documentary credits collateralizedby the underlying shipments) andcommitments with an original

maturity of up to one year P=25,841 P=– P=– P=5,169 P=– P=5,169

P=30,528 P=– P=– P=8,191 P=– P=8,191


in the Banking Books

Repo-style Exposure P=30,745 P=6,421 P=5,615 P=806 P=– P= 3,383


in the Trading Books

Interest Rate Contracts P=4,010 P=550 P=278 P=272 P=– P=411

Exchange Rate Contracts 47,517 576 387 189 – 360

Total P=51,527 P=1,126 P=665 P=461 P=– P=771


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Parent Bank

2019

Credit RiskTotal Credit

Risk Exposure

Total

Credit RiskExposure

after Risk

Mitigation 0%-50% 75%-100% 150%

Total

Weighted

Assets

Risk-Weighted On-Books AssetsCash on hand P=7,832 P=7,832 P=7,832 P= – P= – P= –

Due from BSP 67,824 67,824 67,824 – – –Due from other banks 71,497 71,497 71,228 269 – 30,540Financial assets through other

comprehensive income 5,831 5,831 5,734 97 – 97Financial assets at amortized cost 165,503 165,064 126,353 38,711 – 57,085Loans and receivables 298,121 298,001 9,937 284,431 3,633 292,521

SPURRA 28,447 5,689 5,689 – – –SCR 1,331 1,331 – 355 976 1,819ROPA 4,214 4,214 – – 4,214 6,321

Other assets 14,830 14,830 – 14,830 – 14,830

Total risk-weighted on-books assets not

covered by CRM 665,430 642,113 294,597 338,693 8,823 403,213Total risk-weighted on-books assets

covered by CRM – 23,317 23,315 2 – 2

P=665,430 P=665,430 P=317,912 P=338,695 P=8,823 P=403,215


Direct credit substitutes (e.g., generalguarantee of indebtedness andacceptances) P=1,710 P=– P=– P=1,710 P=– P=1,710

Transaction-related contingencies (e.g.,performance bonds, bid bonds,warrantees and stand-by LCs

related to particular transactions) 3,120 – – 1,560 – 1,560Trade-related contingencies arising

from movements of goods (e.g.,

documentary credits collateralizedby the underlying shipments) andcommitments with an original

maturity of up to one year P=38,456 P=– P=– P=7,691 P=– P=7,691

P=43,286 P=– P=– P=10,961 P=– P=10,961

Counterparty Risk-Weighted Assets inthe Banking Books

Repo-style Exposure P=72,382 P=12,035 P=10,337 P=1,698 P=– P=6,115

Counterparty Risk-Weighted Assets inthe Trading Books

Interest Rate Contracts P=1,198 P=130 P=71 P=59 P=– P=95Exchange Rate Contracts 56,660 793 623 170 – 449

Total P=57,858 P=923 P=694 P=229 P=– P=544

Risk weighted on-balance sheet assets covered by credit risk mitigants were based oncollateralized transactions as well as guarantees by the Philippine National Government andthose guarantors and exposures with the highest credit rating.

Standardized credit risk weights were used in the credit assessment of asset exposures. Thirdparty credit assessments were based on the ratings by Standard & Poor’s, Moody’s, Fitch andPhilratings on exposures to Sovereigns, Multilateral Development Banks, Banks, LocalGovernment Units, Government Corporations and Corporates.

Minimum Capital RequirementUnder the relevant provisions of current BSP regulations, the required minimum capitalization ofa universal bank is P=20.0 billion both as of December 31, 2020 and 2019. As of those dates, theBank is in compliance with these regulations.


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Basel III Leverage Ratio (BLR)BSP Circular Nos. 881 and 990 cover the implementing guidelines on the BLR frameworkdesigned to act as a supplementary measure to the risk-based capital requirements and shall notbe less than 5.00%. The monitoring period has been set every quarter starting December 31,2014 and extended until June 30, 2018. Effective July 1, 2018, the monitoring of the leverageratio was implemented as a Pillar I minimum requirement.

The details of the BLR as of December 31, 2020 and 2019 follow (amounts in millions, exceptfor percentages):

Consolidated Parent Bank

2020 2019 2020 2019

Tier 1 Capital P=76,240 P=71,226 P=62,780 P=58,474Exposure Measure 763,706 764,787 664,873 688,449BLR 9.98% 9.31% 9.44% 8.49%

Under the framework, BLR is defined as the capital measure divided by the exposure measure.Capital measure is Tier 1 capital. Exposure measure is the sum of on-balance sheet exposures,derivative exposures, security financing exposures and off-balance sheet items.

Ensuring Sufficient CapitalOn January 15, 2009, the BSP issued Circular No. 639, which articulates the need for banks toadopt and document an Internal Capital Adequacy Assessment Process (ICAAP). All universaland commercial banks are expected to perform a thorough assessment of all their material risks,as well as maintain capital adequate to support these risks. This is intended to complement thecurrent regulatory capital requirement of at least 10% of risk assets, which only covers credit,market and operational risks. On December 29, 2009, the BSP issued Circular No. 677 thateffectively extends the implementation of the ICAAP from January 2010 to January 2011.

Cognizant of the importance of a strong capital base to meet strategic and regulatoryrequirements, the Parent Bank has adopted a robust ICAAP on a group-wide level that isconsistent with its risk philosophy and risk appetite. The ICAAP Document embodies theGroup’s risk philosophy, risk appetite, and risk governance framework and structure, andintegrates these with: (a) the Group’s strategic objectives and long-term strategies; (b) thefive-year financial and business plans; and,(c) the capital plan and dividend policy.

The ICAAP’s objective is to ensure that the BOD and senior management actively and promptlyidentify and manage the material risks arising from the general business environment, and that anappropriate level of capital is maintained to cover these risks.

On January 4, 2018, the BSP issued Circular No. 989 which mandates the conduct of stresstesting exercise of banks. The Group’s ICAAP Document considered the impacts of severe butplausible scenarios on the Group’s capital position. The results are thoroughly discussed duringRMC meetings, and reported to the Board. In the course of its discussions, the BOD and seniormanagement may request for additional stress testing scenarios or revisions to the testassumptions in order to better align these to current trends and forecasts.

The Group has a cross-functional ICAAP technical team, comprised of representatives from thecore risk management units - credit, market, operational, information technology, and emergingrisks; corporate planning; financial controllership; treasury; internal audit; and compliance. Thisensures a well-coordinated approach to the development, documentation, implementation,review, improvement, and maintenance of the various sub-processes included in the ICAAP.

Capital Management and

Segment Reporting - 81 -

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The key members of the ICAAP technical team are enrolled in further training as well as variousfora and briefings to enhance their knowledge and expertise particularly on the subjects ofICAAP, Basel III, and their interface with PFRS.

The Group’s ICAAP Document is subjected each year to an independent review by the InternalAudit Division (IAD) to provide reasonable assurance that the Group has met the regulatoryrequirements. For the 2021 ICAAP Document submission, the results of the audit assessmentwere presented to the Audit Committee and the BOD.

Based on IAD’s assessment of the ICAAP document, its related supporting documents, andexisting processes and structures, IAD reported that the Group has satisfactorily complied withthe minimum requirements prescribed in BSP Circular No. 639. Presence of a proper governanceand oversight function of the ICAAP, comprehensive risk management framework, and soundcapital management process were verified in the audit process. For 2020, the Group and ParentBank’s ICAAP Document was submitted to the BSP on March 20, 2020.

6. Segment Reporting

Business SegmentsThe Group’s main operating businesses are organized and managed separately according to thenature of products and services provided and the different markets served, with each segmentrepresenting a strategic business unit. These are also the basis of the Group in reporting to itschief operating decision-maker for its strategic decision-making activities. The Group’s mainbusiness segments are presented below.

(a) Consumer BankingThis segment principally handles individual customers’ deposits and provides consumer typeloans, such as automobiles and mortgage financing, credit card facilities and funds transferfacilities.

(b) Corporate and Commercial Banking

This segment principally handles loans and other credit facilities and deposit and currentaccounts for corporate, institutional, small and medium enterprises, and middle marketcustomers.

(c) Treasury

This segment is principally responsible for managing the Bank’s liquidity and fundingrequirements, and handling transactions in the financial markets covering foreign exchange,fixed income trading and investments, and derivatives.

(d) Headquarters

This segment includes corporate management, support and administrative units notspecifically identified with Consumer Banking, Corporate and Commercial Banking orTreasury.

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

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

Segment Reporting - 82 -

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Analysis of Segment InformationSegment information of the Group as of and for the years ended December 31, 2020, 2019 and2018 follow (amounts in millions):

Consumer

Banking

Corporate and

Commercial

Banking Treasury Headquarters Total

December 31, 2020

Results of operationsNet interest income and

other income P=17,244 P=10,776 P=14,558 (P=481) P=42,097

Other expenses (9,839) (2,556) (2,046) (6,932) (21,373)

Income before creditlosses and income tax P=7,405 P=8,220 P=12,512 (P=7,413) 20,724

Provision for credit losses (8,382)

Tax expense (781)

Net income P=11,561

Segment resources P=198,004 P=191,700 P=263,197 P=121,558 P=774,459

Segment liabilities P=325,529 P=142,167 P=137,240 P=64,371 P=669,307

Other information:Depreciation and amortization P=984 P=3 P=7 P=413 ₱1,407

Capital expenditures 370 163 19 1,030 1,582

ConsumerBanking

Corporate andCommercial


December 31, 2019Results of operations

Net interest income andother income P=15,279 P=6,810 P=14,476 P=116 P=36,681

Other expenses (8,813) (2,044) (1,687) (7,781) (20,325)

Income before creditlosses and income tax P=6,466 P=4,766 P=12,789 (P=7,665) 16,356

Provision for credit losses (1,857)Tax expense (495)

Net income P=14,004



Other information:Depreciation and amortization P=714 P=14 P=15 P=635 ₱1,378Capital expenditures 377 491 12 1,667 2,547

ConsumerBanking

Corporate andCommercial


December 31, 2018Results of operations

Net interest income andother income P=12,752 P=5,560 P=4,947 P=2,214 P=25,473

Other expenses (7,221) (1,809) (1,439) (6,234) (16,703)

Income before creditlosses and income tax P=5,531 P=3,751 P=3,508 (4,020) 8,770

Provision for credit losses (856)Tax expense (1,040)

Net income P=6,874



Other information:Depreciation andamortization P=269 P=29 P=12 P=806 ₱1,116Capital expenditures 426 142 47 1,714 2,329

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7. Fair Value Measurement and Offsetting of Financial Assets and Financial Liabilities

Fair Value HierarchyIn accordance with PFRS 13, Fair Value Measurement, the fair value of financial assets andliabilities and non-financial assets which are measured at fair value on a recurring ornon-recurring basis and those assets and liabilities not measured at fair value but for which fairvalue is disclosed in accordance with other relevant PFRS, are categorized into three levels basedon the significance of inputs used to measure the fair value. The fair value hierarchy has thefollowing levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for theresource or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,

Level 3: inputs for the asset or liability that are not based on observable market data(unobservable inputs).

The level within which the financial asset or liability is classified is determined based on thelowest level of significant input to the fair value measurement.

For purposes of determining the market value at Level 1, a market is regarded as active if quotedprices are readily and regularly available from an exchange, dealer, broker, industry group,pricing service, or regulatory agency, and those prices represent actual and regularly occurringmarket transactions on an arm’s length basis.

For investments which do not have quoted market price, the fair value is determined by usinggenerally acceptable pricing models and valuation techniques or by reference to the currentmarket of another instrument which is substantially the same after taking into account the relatedcredit risk of counterparties, or is calculated based on the expected cash flows of the underlyingnet asset base of the instrument.

When the Group uses valuation technique, it maximizes the use of observable market data whereit is available and relies as little as possible on entity specific estimates. If all significant inputsrequired to determine the fair value of an instrument are observable, the instrument is included inLevel 2. Otherwise, it is included in Level 3.

For assets and liabilities that are recognized at fair value in the statement of financial position ona recurring basis, the Group determines whether transfers have occurred between Levels in thehierarchy by reassessing categorization (based on the lowest level input that is significant to thefair value measurement as a whole) at the end of each reporting period.


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The financial assets and financial liabilities measured at fair value in the consolidated statementsof financial position are grouped into the fair value hierarchy as follows:

a) Financial instruments measured at fair value

Group

December 31, 2020

Level 1 Level 2 Level 3 Total

Resources


Debt securities P=15,012,469 P=– P=– P=15,012,469

Equity securities 2,586,451 138,490 28,775 2,753,716

Derivative assets − 637,082 45,382 682,464

Trust fund assets 65,833 − − 65,833

Financial assets at FVOCIDebt securities 31,148,586 − − 31,148,586

Equity securities − − 41,673 41,673

Liabilities

Derivative liabilities − 747,310 − 747,310

December 31, 2019


Resources

Financial assets at FVTPLDebt securities P=4,711,248 P=– P=– P=4,711,248Equity securities 2,579,979 138,750 30,223 2,748,952

Derivative assets − 358,351 47,850 406,201Trust fund assets 1,716,214 − − 1,716,214Financial assets at FVOCI

Debt securities 5,615,963 − − 5,615,963Equity securities − − 41,673 41,673

Liabilities


Parent Bank

December 31, 2020


Resources


Debt securities P=15,012,469 P=– P=– P=15,012,469

Equity securities 2,577,881 138,490 − 2,716,371

Derivative assets − 637,082 45,382 682,464

Financial assets at FVOCIDebt securities 30,967,368 − − 30,967,368

Equity securities − − 41,673 41,673

Liabilities


December 31, 2019


Resources


Debt securities P=4,711,248 P=– P=– P=4,711,248Equity securities 2,561,356 138,750 − 2,700,106Derivative assets − 358,351 47,850 406,201

Financial assets at FVOCIDebt securities 5,615,963 − − 5,615,963Equity securities − − 41,673 41,673

Liabilities



*SGVFSM005928*

b) Financial instruments measured at amortized cost and investment properties for which fair

value is disclosed

Group

December 31, 2020

Carrying Value Level 1 Level 2 Level 3 Total

Resources

Financial Assets

Financial assets at amortized cost P=155,810,967 P=176,826,261 P=– P=– P=176,826,261

Loans and other receivables 339,536,830 − − 339,481,298 339,481,298

Nonfinancial Assets

Investment properties 8,922,366 − − 15,052,499 15,052,499

Liabilities

Financial Liabilities

Deposit liabilities 527,785,026 − – 527,967,468 527,967,468

Bills payable 54,223,543 – 54,550,042 − 54,550,042

Notes and bonds payable 59,853,656 – 72,725,976 − 72,725,976

December 31, 2019


Resources

Financial assets at amortized cost P=161,664,369 P=169,695,933 P=– P=– P=169,695,933Loans and other receivables 392,564,364 − − 391,334,944 391,334,944


Liabilities


Bills payable 105,087,722 – 104,021,861 − 104,021,861Notes and bonds payable 49,331,506 – 50,556,036 − 50,556,036

Parent Bank

December 31, 2020


Resources


Loans and other receivables 273,339,863 − − 273,284,331 273,284,331


Liabilities


Bills payable 34,502,421 – 34,828,920 − 34,828,920

Notes and bonds payable 59,746,857 – 72,619,177 − 72,619,177

December 31, 2019


Resources


Loans and other receivables 332,136,609 − − 331,668,134 331,668,134Investment properties 8,044,119 − − 14,000,308 14,000,308

Liabilities


Bills payable 92,149,256 – 91,083,395 − 91,083,395Notes and bonds payable 49,182,060 – 50,406,590 − 50,406,590

There were neither transfers between Levels 1 and 2 nor changes in Level 3 instruments in bothyears. Certain disclosures required for financial instruments classified as Level 3 are notpresented as these financial instruments are comprised of derivative assets and unquoted equitysecurities that are not material to the financial statements.


*SGVFSM005928*

Below provided information about how the fair values of the Group’s classes of financialinstruments are determined.

(a) For Cash and other cash items, Due from BSP and other banks, Interbank loans receivable

and Returned checks and other cash items, and Other liabilities such as Manager’s checks,

Bills purchased, Accounts payable, Accrued interest payable, Payment orders payable andDue to Treasurer of the Philippines

Management considers that the carrying amounts approximate their fair value due to theirshort-term nature. Accordingly, these are not presented in the tables above.

(b) Debt securities

Fair values of debt securities under Level 1, composed of government securities issued by thePhilippine government and other foreign governments and private debt securities, aredetermined based on quoted prices at the close of business as appearing on Bloomberg.

(c) DerivativesThe fair values of derivative financial instruments that are not quoted in an active market aredetermined through valuation techniques using the net present value computation (seeNote 3). The inputs to these models are taken from observable markets where possible, butwhere this is not feasible, a degree of judgment is required in establishing fair values.

(d) Equity securities

Instruments included in Level 1 comprise equity securities classified as financial assets atFVTPL. These securities are valued based on their closing prices published by the PhilippineStock Exchange.

Club shares classified as financial assets at FVTPL are included in Level 2 as their prices arenot derived from market considered as active due to lack of trading activities among marketparticipants at the end or close to the end of the reporting period.

Equity instruments included in Level 3 are UIC’s investment in unquoted equity securitiesvalued using the adjusted net asset method. The adjusted net asset method involves derivingthe fair value of the investee’s equity instruments by reference to the fair value of its assetsand liabilities. Adjustments in the fair value of the investee’s net assets, such as discount forthe lack of liquidity, were also considered in the valuation. The Level 3 instruments are notmaterial to the consolidated financial statements.

(e) Loans and receivables, Deposit liabilities and Bills payable

The Group maximizes the use of observable market data where it is available and rely aslittle as possible on entity specific estimates. If all significant inputs required to determinethe fair value of an instrument are observable, the instrument is included in Level 2.Otherwise, it is included in Level 3.

(f) Notes and bonds payable

Fair values of notes and bonds payable under Level 2 are determined based on quoted pricesat the close of business as appearing on PDEx and Bloomberg. These are classified asLevel 2 due to absence of an active market.


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(g) Investment properties

The fair values of the Group’s investment properties are determined on the basis of theappraisals performed by internal appraisers (for investment properties with values belowP=5 million) and independent appraisal companies acceptable to the BSP (for investmentproperties with fair values above P=5 million), with appropriate qualifications and recentexperience in the valuation of similar properties in the relevant locations. The valuationprocess is conducted by the appraisers with respect to the determination of the inputs such asthe size, age, and condition of the land and buildings, and the comparable prices in thecorresponding property location.

In estimating the fair value of these properties, appraisal companies take into account themarket participant’s ability to generate economic benefits by using the assets in their highestand best use. Based on management’s assessment, the best use of the Group’s non-financialassets indicated above is their current use.

The fair values of investment properties are determined using the market data approach thatreflects observable and recent transaction prices for similar properties in nearby locations.Under this approach, when sales prices of comparable property in close proximity are used inthe valuation of the subject property with no adjustment on the price, fair value is included inLevel 2. On the other hand, if the observable and recent prices of the reference propertieswere adjusted for differences in key attributes such as property size, zoning, andaccessibility, the fair value will be the lower level of the hierarchy or Level 3. The mostsignificant input into this valuation approach is the price per square meter, hence, the higherthe price per square meter, the higher the fair value.

There has been no change to the valuation techniques used by the Group during the year forits investment properties.

Offsetting Financial Assets and Financial LiabilitiesCertain financial assets and financial liabilities of the Group and the Parent Bank with amountspresented in the statements of financial position as of December 31, 2020 and 2019 are subject tooffsetting, enforceable master netting arrangements and similar agreements. However, therewere no financial assets and financial liabilities presented at net in the statements of financialposition.

Presented below is the financial assets and financial liabilities subject to offsetting but the relatedamounts are not set-off in the statements of financial position.

Group

December 31, 2020 December 31, 2019

Net amount

presented

in the statement

Related amounts not set off

in the statement of

financial position

Net amountpresented

in the statement

Related amounts not setoff in the statement of

financial position

of financial

position

Financial

Instruments

Collateral

Received Net Exposure

of financialposition

FinancialInstruments

CollateralReceived Net Exposure

Financial assets

Derivative assets

Currency forwards P=104,488 P=40,800 P=− P=63,688 P=233,731 P=121,064 P=− P=112,667

Cross currency interestrate swaps 532,594 488,217 − 44,377 124,620 114,278 − 10,342

Loans and receivables 1,157,126 − 1,157,126 − 1,118,264 − 1,118,264 −Total financial assets P=1,794,208 P=529,017 P=1,157,126 P=108,065 P=1,476,615 P=235,342 P=1,118,264 P=123,009

Financial liabilities

Derivative liabilities

Currency forwards P=258,434 P=40,800 P=− P=217,634 P=315,577 P=121,064 P=− P=194,513Cross currency swaps 488,876 488,217 − 659 114,899 114,278 − 621

Deposit liabilities 1,649,048 − 1,157,126 491,922 1,753,248 − 1,118,264 634,984

Total financial liabilities P=2,396,358 P=529,017 P=1,157,126 P=710,215 P=2,183,724 P=235,342 P=1,118,264 P=830,118

Fair Value Measurement, Offsetting of Financial Assets and Financial Liabilities and

Cash and Balances with the BSP - 88 -

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Parent Bank

December 31, 2020 December 31, 2019

Net amount

presented

in the statement

Related amounts not set off

in the statement of

financial position

Net amountpresented

in the statement

Related amounts not setoff in the statement of

financial position

of financial

position

Financial

Instruments

Collateral

Received Net Exposure

of financialposition

FinancialInstruments

CollateralReceived Net Exposure

Financial assets

Derivative assets

Currency forwards P=104,488 P=40,800 P=− P=63,688 P=233,731 P=121,064 P=− P=112,667 Cross currency interest

rate swaps 532,594 488,217 − 44,377 124,620 114,278 − 10,342Loans and receivables 1,124,477 − 1,124,477 − 1,068,126 − 1,068,126 −Total financial assets P=1,761,559 P=529,017 P=1,124,477 P=108,065 P=1,426,477 P=235,342 P=1,068,126 P=123,009

Financial liabilities

Derivative liabilities

Currency forwards P=258,434 P=40,800 P=− P=217,634 P=315,577 P=121,064 P=− P=194,513Cross currency swaps 488,876 488,217 − 659 114,899 114,278 − 621

Deposit liabilities 1,595,483 − 1,124,477 471,006 1,673,420 − 1,068,126 605,294

Total financial liabilities P=2,342,793 P=529,017 P=1,124,477 P=689,299 P=2,103,896 P=235,342 P=1,068,126 P=800,428

8. Cash and Balances with the BSP

These accounts are composed of the following as of December 31:

Group Parent Bank

2020 2019 2020 2019

Cash and other cash items P=8,958,042 P=8,580,709 P=7,814,917 P=7,832,302

Due from BSPMandatory reserves P=42,730,160 P=48,836,829 P=40,953,821 P=47,027,761Non-mandatory reserves 61,139,610 24,912,984 42,913,613 20,770,657

P=103,869,770 P=73,749,813 P=83,867,434 P=67,798,418

Cash consists primarily of funds in the form of Philippine currency notes and coins in the Groupand the Parent Bank’s vault and those in the possession of tellers, including ATMs. Other cashitems include cash items (other than currency and coins on hand) such as checks drawn on otherbanks or other branches that were received after the Group and the Parent Bank’s clearing cut-offtime until the close of the regular banking hours.

Mandatory reserves represent the balance of the deposit account maintained with the BSP to meetreserve requirements and to serve as clearing account for interbank claims (see Note 21). Duefrom BSP bears annual interest rates ranging from 1.50% to 4.30% in 2020, from 3.50% to5.15% in 2019, from 2.50% to 4.90% in 2018, except for the amounts within the required reserveas determined by the BSP. Total interest income on Due from BSP recognized by the Groupamounted to P=962,515, P=63,730, and P=68,500, in 2020, 2019, and 2018 respectively, while thetotal interest income on Due from BSP recognized by the Parent Bank amounted to P=709,244,P=38,644, and P=40,126, in 2020, 2019, and 2018, respectively.

Under Section 254 of the MORB, a bank shall keep its required reserves in the form of depositsplaced in the bank’s demand deposit account with the BSP. Section 254.1 of the MORB furtherprovides that such deposit account with the BSP is not considered as a regular current account asdrawings against such deposits shall be limited to: (a) settlement of obligation with the BSP, and(b) withdrawals to meet cash requirements.

Due from Other Banks, Interbank Loans Receivable and

Financial Assets at Fair Value through Profit or Loss - 89 -

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9. Due from Other Banks

The balance of this account consists of regular deposits with the following:

Group Parent Bank

2020 2019 2020 2019

Foreign banks P=64,419,921 P=67,802,099 P=64,419,921 P=70,759,121Local banks 4,112,297 5,873,610 343,847 738,105

P=68,532,218 P=73,675,709 P=64,763,768 P=71,497,226

The breakdown of this account as to currency follows:

Group Parent Bank

2020 2019 2020 2019

U.S. dollars P=62,691,820 P=69,617,555 P=62,184,086 P=69,536,843Philippine pesos 3,599,496 2,573,591 338,779 475,820Other currencies 2,240,902 1,484,563 2,240,903 1,484,563

P=68,532,218 P=73,675,709 P=64,763,768 P=71,497,226

Annual interest rates on these deposits range from 0.00% to 3.00% in 2020, from 0.80% to 6.13%in 2019, and from 0.00% to 6.80% in 2018. Total interest income on Due from other banksearned by the Group amounted to P=59,459, P=124,356, and P=138,958 in 2020, 2019, and 2018,respectively, while total interest income earned by the Parent Bank amounted to P=46,791,P=89,010, and P=108,662 in 2020, 2019 and 2018, respectively.

10. Interbank Loans Receivable

Interbank loans receivable consists of foreign currency-denominated loans granted to other bankswith terms ranging from 1 to 67 days in 2020 and from 6 to 14 days in 2019.

Interest income on interbank loans amounted to P=95,857, P=247,478, and P=107,254, in 2020,2019, and 2018, respectively, for the Group, and P=95,451, P=247,039, and P=126,167 in 2020,2019, and 2018, respectively, for the Parent Bank. Annual interest rates on interbank loansreceivable range from 0.01% to 4.00% in 2020, from 0.60% to 4.69% in 2019, and from 1.10%to 4.90% in 2018.

11. Financial Assets at Fair Value through Profit or Loss

The Group’s and Parent Bank’s financial assets at FVTPL as of December 31, 2020 and 2019consist of the following:

Group Parent Bank

2020 2019 2020 2019

Debt securities held for trading P=15,012,469 P=4,711,248 P=15,012,469 P=4,711,248

Equity securities designated

at FVTPL 2,753,716 2,748,952 2,716,371 2,700,106

Derivative assets 682,464 406,201 682,464 406,201

P=18,448,649 P=7,866,401 P=18,411,304 P=7,817,555

Financial Assets at Fair Value Through Profit or Loss - 90 -

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The breakdown of this account as to currency follows:

Group Parent Bank

2020 2019 2020 2019

Philippine pesos P=14,978,510 P=3,603,929 P=14,941,165 P=3,555,083U.S. dollars 3,468,444 4,262,053 3,468,444 4,262,053Others 1,695 419 1,695 419

P=18,448,649 P=7,866,401 P=18,411,304 P=7,817,555

The Group recognized fair value gains (losses) on financial assets at FVTPL amounting toP=809,253, P=1,275,384, and (P=105,752) in 2020, 2019, and 2018, respectively, while the ParentBank recognized fair value gains (losses) on financial assets at FVTPL amounting toP=811,217, P=1,276,966, and (P=105,782) in 2020, 2019, and 2018, respectively, and included aspart of Gains (losses) on trading and investment securities at FVTPL and FVOCI in thestatements of income.

Interest income generated from these financial assets amounted to P=524,261, P=423,688, andP=36,639, in 2020, 2019, and 2018, respectively, of both the Group and the Parent Bank. In 2020,annual interest rates on these financial assets range from 1.38% to 5.88% and from 0.96% to7.03% for securities denominated in Philippine peso and U.S. dollars, respectively. In 2019,annual interest rates on these financial assets range from 3.25% to 8.00% and from 1.63% to9.63% for securities denominated in Philippine peso and U.S. dollars, respectively.

Derivative instruments include foreign exchange forwards and swaps and cross-currency interestrate swaps. These derivative instruments represent commitments to purchase/sell/exchangeforeign currency or bonds on a future date at an agreed price, exchange rate and/or interest rates.

Equity securities include PSE listed securities, club shares and unquoted equity securities.

The aggregate contractual or notional amount of derivative financial instruments and the total fairvalues of derivative financial assets and liabilities of the Group and the Parent Bank(see Note 24) are set out below.

December 31, 2020

Notional Fair Values

Amount Assets Liabilities

Currency forwardsBought P=30,396,594 P=1,066 P=130,134

Sold 19,533,966 103,422 128,300

Cross currency interest rate swapsPayer 1,738,473 268,843 263,956

Receiver 1,738,673 263,751 224,920

Warrants 4,322,070 45,382 –

P=57,729,776 P=682,464 P=747,310

December 31, 2019

Notional Fair Values

Amount Assets Liabilities

Currency forwardsBought P=40,131,600 P=4,620 P=314,913

Sold 22,704,773 229,111 664Cross currency interest rate swaps

Payer 531,668 68,252 62,273Receiver 541,736 56,368 52,626

Warrants 4,557,150 47,850 –

P=68,466,927 P=406,201 P=430,476

Financial Assets at Amortized Cost - 91 -

*SGVFSM005928*

12. Financial Assets At Amortized Cost

The Group’s and the Parent Bank’s financial assets at amortized cost as of December 31, 2020and 2019 consist of the following:

Group Parent Bank

2020 2019 2020 2019

Government bonds and other

debt securities P=151,811,690 P=159,921,013 P=149,211,834 P=159,921,013

Private bonds and commercial

papers 4,338,979 1,856,760 4,298,979 1,856,760

156,150,669 161,777,773 153,510,813 161,777,773

Allowance for impairment

(Note 20) (339,702) (113,404) (339,702) (113,404)

P=155,810,967 P=161,664,369 P=153,171,111 P=161,664,369

Investment securities of both the Group and the Parent Bank with an aggregate principal amountof P=26,606,840 and P=66,431,000 as of December 31, 2020 and 2019, respectively, were pledgedas collaterals for bills payable under repurchase agreements (see Note 22).

The breakdown of this account as to currency as of December 31, 2020 and 2019 follows:

Group Parent Bank

2020 2019 2020 2019

U.S. dollars P=74,726,779 P=92,139,645 P=74,726,779 P=92,139,645Philippine pesos 79,245,005 67,751,234 76,605,149 67,751,234Others 1,839,183 1,773,490 1,839,183 1,773,490

P=155,810,967 P=161,664,369 P=153,171,111 P=161,664,369

Financial assets at amortized cost denominated in Philippine pesos have fixed interest ratesranging from 1.69% to 7.13% per annum in 2020 and from 3.38% to 18.25% per annum in 2019and 2018, while financial assets at amortized cost denominated in U.S. dollars and Euros havefixed interest rates ranging from 2.31% to 7.11% per annum in 2020, from 2.25% to 9.63% perannum in 2019 and from 2.25% to 9.50% per annum in 2018. These bonds have remainingmaturities of 1 year to 29 years and 1 year to 31 years as at December 31, 2020 and 2019,respectively.

Interest income generated from these financial assets, including amortization of premium ordiscount, amounted to P=7,202,846, P=9,138,830, and P=7,539,909 in 2020, 2019, and 2018,respectively, by the Group, and P=7,061,489, P=9,138,830, and P=7,539,909 in 2020, 2019, and2018, respectively, by the Parent Bank. This is shown as part of Interest income on investmentsecurities at amortized cost and FVOCI account in the statements of income.

In 2020, the Parent Bank sold investment securities classified as Investment securities atamortized cost with carrying amount of P=57.75 billion, resulting in gains totaling P=5.11 billion.In 2019, the Parent Bank sold investment securities classified as Investment securities atamortized cost with carrying amount of $1,054.04 million (P=53.5 billion), resulting in gainstotaling P=7.07 billion. In 2018, The Parent Bank exchanged outstanding securities classified asInvestment securities at amortized cost with total carrying amount of $121.28 million(P=6.4 billion), resulting in Gain on sale of investment securities at amortized cost amounting toP=152.2 million (see Note 3).

Financial Assets at Amortized Cost and

Financial Assets at Fair Value Through Other Comprehensive Income - 92 -

*SGVFSM005928*

Government bonds with aggregate face value of P=800,000 and P=650,000 as ofDecember 31, 2020, and 2019, respectively, are deposited with BSP as security for the Bank’sfaithful compliance with its fiduciary obligations (see Note 31).

13. Financial Assets at Fair Value Through Other Comprehensive Income

The Group’s and the Parent Bank’s financial assets at FVOCI as of December 31, 2020 and 2019consist of the following:

Group Parent Bank

2020 2019 2020 2019

Debt securities:Government bonds P=20,237,695 P=5,560,643 P=20,185,986 P=5,560,643

Private bonds and

commercial papers 10,910,891 55,320 10,781,382 55,320Equity securities 41,673 41,673 41,673 41,673

P=31,190,259 P=5,657,636 P=31,009,041 P=5,657,636

The breakdown of this account as to currency as of December 31, 2020 and 2019 follows:

Group Parent Bank

2020 2019 2020 2019

U.S. dollars P=22,949,310 P=2,585,640 P=22,949,310 P=2,585,640Philippine pesos 8,240,949 3,071,996 8,059,731 3,071,996

P=31,190,259 P=5,657,636 P=31,009,041 P=5,657,636

The Group has designated the above local equity securities as at FVOCI because they are held forlong-term investments and are neither held-for-trading nor designated as at FVTPL. Unquotedequity securities pertain to golf club shares and investments in non-marketable equity securities.

Debt securities denominated in Philippines pesos have interest rates ranging from 3.70% to5.33% per annum for 2020, 5.75% to 8.00% per annum for 2019, and from 6.0% to 8.1% perannum in 2018, while debt securities denominated in U.S. dollars have interest rates ranging from1.03% to 8.43% per annum in 2020, 1.63% to 7.38% per annum in 2019, and 2.9% to 7.5% perannum in 2018. Interest income, including amortization of premium or discount, amounted toP=881,817 and P=875,707 in 2020 for the Group and Parent Bank, respectively, and P=353,060 andP=296,250 in 2019 and 2018, respectively, for both the Group and Parent Bank, and is shown aspart of Interest income on investment securities at amortized cost and FVOCI account in thestatements of income.

In 2020, 2019 and 2018, the Group and the Parent Bank recognized gains from the sale ofinvestments securities at FVOCI amounting to P=3.0 billion, P=1.1 billion and P=1.5 billion,respectively. The amounts are included under Gains (losses) on trading and investmentssecurities at FVTPL and FVOCI in the statements of income.

Loans and Other Receivables - 93 -

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14. Loans and Other Receivables

The Group’s and the Parent Bank’s loans and other receivables as of December 31, 2020 and2019 consist of the following:

Group Parent Bank

December 31 December 31

2020 2019 2020 2019

Receivables from customers:Loans and discounts P=313,440,863 P=343,432,112 P=253,976,998 P=290,281,029

Customers’ liabilities underacceptances and trust receipts 7,525,880 6,846,490 7,525,880 6,846,490

Bills purchased 1,002,263 5,332,092 1,002,263 5,332,092Accrued interest receivable 4,173,094 2,198,261 2,942,144 2,150,482

326,142,100 357,808,955 265,447,285 304,610,093Unearned discounts (1,529,187) (1,734,026) (133,458) (137,084)

Allowance for impairment(Note 20) (10,473,864) (6,871,905) (7,691,647) (5,307,190)

314,139,049 349,203,024 257,622,180 299,165,819

Other receivables:SPURRA 16,745,090 34,773,704 10,373,294 28,446,976Accounts receivable 5,416,251 5,644,144 2,251,211 1,628,932Accrued interest receivable 2,739,153 2,453,309 2,648,608 2,448,627Sales contracts receivable 1,536,891 1,448,587 1,456,203 1,437,620UDSCL 191 46,322 – –Installment contracts receivable 4,243 5,689 – –

26,441,819 44,371,755 16,729,316 33,962,155 Allowance for impairment

(Note 20) (1,044,038) (1,010,415) (1,011,633) (991,365)

25,397,781 43,361,340 15,717,683 32,970,790

P=339,536,830 P=392,564,364 P=273,339,863 P=332,136,609

Restructured loans amounted to P=756,326 and P=1,483,100 as of December 31, 2020 and 2019,respectively, for the Group, and P=653,761 and P=1,365,267 as of December 31, 2020 and 2019,respectively, for the Parent Bank. Interest income on these restructured loans amounted toP=9,067, P=11,942, and P=14,491 in 2020, 2019, and 2018, respectively, for the Group, and P=6,126,P=9,796, and P=9,198 in 2020, 2019, and 2018, respectively, for the Parent Bank.

The maturity profile of loans and other receivables (net of unearned discounts) follows:

Group Parent Bank

2020 2019 2020 2019

Less than one year P=111,744,275 P=140,620,615 P=90,445,312 P=128,461,383One year to less than five years 132,122,394 123,301,534 84,911,197 88,622,483Beyond five years 107,188,063 136,524,535 106,686,634 121,351,298

P=351,054,732 P=400,446,684 P=282,043,143 P=338,435,164

Loans and other receivables bear annual interest ranging from 4.00% to 14.00% in 2020, from4.00% to 18.00% in 2019, and from 4.00% to 17.94% in 2018.

Loans and Other Receivables and

Investments in Subsidiaries and Associates - 94 -

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The breakdown of loans (receivable from customers excluding accrued interest receivable) as to type ofinterest rate follows:

Group Parent Bank

2020 2019 2020 2019

Variable interest rates P=239,823,493 P=191,751,315 P=239,823,493 P=191,751,315Fixed interest rates 82,145,513 163,859,379 22,681,648 110,708,296

P=321,969,006 P=355,610,694 P=262,505,141 P=302,459,611

The amounts of interest income per type of loans and receivables for each reporting period are asfollows:

Group

2020 2019 2018

Receivables from customers P=28,287,521 P=27,391,437 P=22,847,102Other receivables:

SPURRA 444,275 439,331 390,270Sales contracts receivable 118,611 172,600 143,700Installment contracts receivable 514 614 1,042UDSCL – – 7,810Others 18 31 51,786

P=28,850,939 P=28,004,013 P=23,441,710

Parent Bank

2020 2019 2018

Receivables from customers P=19,689,313 P=18,885,639 P=14,774,556Other receivables:

SPURRA 273,324 185,145 126,947Sales contracts receivable 113,383 166,339 137,003

P=20,076,020 P=19,237,123 P=15,038,506

15. Investments in Subsidiaries and Associates

Investment in Subsidiaries

This account in the Parent Bank’s financial statements pertains to investments in the followingsubsidiaries, which are accounted for using the equity method:

% Interest 2020 2019

Acquisition costs:CSB 99.79% P=6,746,861 P=6,746,861UIC 100% 924,861 712,361UBX 100% 600,000 400,000FUPI 100% 290,002 −UBPSI 100% 5,000 5,000UDC 100% 3,125 3,125UBPIBI 100% 2,500 2,500UCBC 100% 1,000 1,000

P=8,573,349 P=7,870,847


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The movement of investments in subsidiaries is shown below:

2020 2019 2018

Acquisition costs:Beginning balances P=7,870,847 P=7,383,347 P=7,381,600Additional investments 702,502 487,500 1,747

8,573,349 7,870,847 P=7,383,347

Accumulated equity in total comprehensiveincome:Beginning balances 12,652,786 11,517,277 9,715,896Share in net profit (Note 28)* 953,082 1,222,595 1,775,210Impairment on investment in FUPI (290,002) − −

Share in other comprehensiveincome (loss) (Note 29) (21,228) (87,086) 26,171

13,294,638 12,652,786 11,517,277

Net investment in subsidiaries P=21,867,987 P=20,523,633 P=18,900,624

*The share in net profit for CSB in 2020 is net of goodwill impairment charge of P=223.2 million

The Parent Bank’s subsidiaries are all incorporated in the Philippines. The principal place ofbusiness of these subsidiaries is in Metro Manila, Philippines except for CSB and FAIR Bank,which have their principal place of operations in Cebu, Philippines.

Purchase of preferred shares issued by FUPI

In October 2020, the Parent Bank subscribed to FUPI’s non-voting, non-cumulative andredeemable preferred shares for a total consideration of P=290 million. The subscription was usedto support FUPI in meeting its maturing pre-need plans during 2020. As of December 31, 2020,the Parent Bank assessed that the preferred shares will not be redeemed or settled in theforeseeable future, as FUPI will not be generating additional income or revenues movingforward. The Parent Bank provided a full valuation allowance of P=290 million, presented underMiscellaneous expense (see Note 28). This transaction is eliminated in the consolidation and hasno impact on the consolidated financial statements.

Acquisition of Bangko Kabayan

In February 2019, CSB and UIC acquired 70% ownership, with CSB owning 49% and UICowning 21% (See Note 1). For convenience purposes, the Group used March 31, 2020 as thedate of business combination.

Other than Cash and other cash items, Due from BSP, and Due from other banks, the Groupdetermined the provisional fair values of identifiable assets and liabilities acquired, which willbe adjusted once relevant information has been obtained, including the valuation of externalappraisers. The provisional fair values of the identifiable assets and liabilities acquired at thedate of acquisition are as follows (amounts in thousands):

Provisional fairvalues recognized

on acquisitiondate

Assets

Cash and other cash items P=70,628Due from BSP 323,440Due from other banks 325,770Investment securities 328,132Loans and receivables 1,953,472


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on acquisitiondate

Bank premises, furniture and fixtures, and equipment P=183,352Investment properties 253,400Other resources 41,224

Total assets 3,479,418

Liabilities

Deposit liabilities 2,546,758Other liabilities 124,651

Total liabilities 2,671,409

Net assets acquired P=808,009

The provisional goodwill from the acquisition is determined as follows (amounts in thousands):

Purchase price P=681,745Share in fair value of net assets acquired:

Provisional fair values of net assets acquired 808,009 Less: Proportionate share of non-controlling

interest 242,403 565,606

Provisional Goodwill P=116,139

The goodwill arising from the acquisition is attributed to expected synergies in the operations ofthe Group and Bangko Kabayan and the planned expansion of network to rural areas and extendthe digital products offered by the Parent Bank. None of the goodwill recognized is expected tobe deductible for income tax purposes.

The provisional fair value of the loans and receivables acquired as part of the businesscombination amounted to P=1.95 billion, with gross contractual amount of P=2.04 billion.

Net cash outflow related to the acquisition of Bangko Kabayan amounted to P=38.09 million, netof cash acquired.

In 2020, Bangko Kabayan reported a total operating income and net income of P=313.16 millionand P=43.69 million, respectively. Had the acquisition occurred at the beginning of 2020, theconsolidated operating income and consolidated net profit would have increased byP=92.73 million and P=17.83 million, respectively.

Acquisition of PBI

On January 5, 2018, CSB and UIC acquired 75% ownership of PBI (see Note 1).

Other than Cash and other cash items, Due from BSP, and Due from other banks, the Groupdetermined the provisional fair values of identifiable assets and liabilities acquired, which will beadjusted once relevant information has been obtained, including the valuation of externalappraisers of the bank premises and investment properties. The provisional fair values of theidentifiable assets and liabilities acquired at the date of acquisition are as follows (amounts inthousands):


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on acquisitiondate

Assets

Cash and other cash items P=27,285Due from BSP 12,994Due from other banks 158,189Loans and receivables 252,407Bank premises, furniture and fixtures, and equipment 41,771Investment properties 4,595Other resources 22,917

Total assets 520,158

Liabilities

Deposit liabilities 387,633Other liabilities 21,471

Total liabilities 409,104


The gain on bargain purchase (provisional) from the acquisition is determined as follows(amounts in thousands):

Purchase price P=58,000Share in fair value of net assets acquired:

Provisional fair values of net assets acquired P=111,054 Less: Proportionate share of non-controlling

interest 27,763 83,291

Gain on Bargain Purchase (provisional) P=25,291

The provisional fair value of the loans and receivables acquired as part of the businesscombination amounted to P=252.41 million, with gross contractual amount of P=360.56 million.Net cash inflow related to the acquisition of PBI amounted to P=140.47 million, net of cashacquired.

In 2020, PBI reported a total operating income and net loss of P=85.68 million and P=32.55 million,respectively. Had the acquisition occurred at the beginning of 2020, the consolidated operatingincome and consolidated net profit would have increased by P=49.31 million and decreased byP=14.74 million, respectively.

Incorporation of UBX and UBX SG

On February 11, 2019, the BSP approved the Parent Bank’s incorporation of UBX. The ParentBank subscribed and paid P=400.0 million for the capital stock of UBX.

In October 2018, UIC incorporated UBX SG. UBX then entered into a share purchase agreementwith UIC, also a wholly owned subsidiary of the Parent Bank, to purchase 100 ordinary shares ofUBX SG for a total consideration amounting to SGD100.

On May 9, 2019, UBX acquired 30% of Shiptek Solutions Corporation's (Shiptek) outstandingcapital stock for a total consideration amounting to P=80.0 million. Shiptek is incorporated in thePhilippines to operate, conduct and maintain the business of developing, marketing, selling,


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distributing and/or licensing the logistics solution technology known as XLOG. Shiptek isaccounted for as an investment in associate in the Group’s financial statements.

On September 6, 2019, UBX acquired 35% of CC Mobile Financial Services Philippines, Inc.(CCPH) outstanding capital stock for a total consideration amounting to P=50.0 million. CCPHwas incorporated in the Philippines to engage in the business of a financing company byextending credit facilities, by discounting or factoring commercial paper or accounts receivable,by sales finance, by buying and selling contracts, leases, chattel mortgages, or other evidences ofindebtedness, or by financial or operating leasing of movable as well as immovable property, andreal estate mortgages, without engaging in quasi-banking functions or trust operations. CCPH isaccounted for as an investment in associate in the Group’s financial statements.

On February 21, 2020, UBX SG acquired 25% of Pacific Payments Pte. Ltd. (PPPL)’soutstanding capital for a total consideration amounting to $1.6 million (P=50.0 million). PPPL is aholding company that was incorporated in Singapore in November 2014.

Acquisition of PR Savings Bank

As discussed in Note 1, in June 2018, CSB acquired 100% ownership of PR Savings Bank. Thetransaction is accounted for as a business combination. The acquisition date, which is the finalapproval of the BSP, is on June 14, 2018. For convenience purposes, CSB used June 30, 2018 asthe date of the business combination.

The total consideration for the acquisition of PR Savings Bank amounted to P7.02 billion,P300.00 million of which shall be released by CSB directly to a Joint Venture (JV) Company.The sellers shall cause the relevant Ropali Group entity to execute a joint venture agreementwith CSB to form an incorporated JV Company engaged in motorcycle dealership withinone year from closing date or such longer period as the parties may agree upon in writing.On June 22, 2020, CSB and the Ropali Group came to a mutual understanding to deferthe incorporation of the JV due to challenges created by the COVID-19 pandemic.The P=300.0 million balance was released by CSB to the Ropali Group with the expectation thatthe same amount shall be delivered by the Ropali Group as its capital contribution uponincorporation of the JV.

In December, 2019, the previous shareholders of PR Savings Bank agreed to carve out certainassets and settle certain claims totaling P=338.54 million, which was deducted from the escrowamount, i.e. reduction from the agreed purchase price.

The final fair values of the identifiable assets and liabilities acquired at the date of acquisition areas follows (amounts in thousands):

Finalfair values

Assets

Cash and other cash items P=59,281Due from BSP and Other Banks 870,689Loans and receivables 8,726,594Property and equipment 862,726Investment properties 762,223Deferred tax assets –Other resources 862,731

Total assets 12,144,244


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Finalfair values

Liabilities

Deposit liabilities P=4,419,570Bills payable 4,323,572Other liabilities 205,838

Total liabilities 8,948,980

Net assets acquired P=3,195,264

The acquisition resulted in goodwill determined as follows:

Consideration for the common shares P=5,789,185Consideration for the preferred shares held by IFC 888,274

Purchase price 6,677,459Fair value of net assets acquired 3,195,264

Final goodwill P=3,482,195

The acquisition of PR Savings Bank was to primarily gain a foothold in the motorcycle lendingbusiness. Accordingly, the entire goodwill arising from the PR Savings Bank acquisition wasattributed to the Motorcycle Loans Business CGU for the purpose of impairment testing (seeNote 18). The goodwill arising from the acquisition is attributed to expected synergies from thefuture growth of the motorcycle lending business through the benefits of combined talent andtechnology. None of the goodwill recognized is expected to be deductible for income taxpurposes.

The fair value of the loans and receivables acquired as part of the business combinationamounted to P=8.7 billion, with gross contractual amount of P=9.5 billion. Net cash outflow relatedto the acquisition PR Savings Bank amounted to P=5.79 billion, net of cash acquired.

On December 20, 2018, the Monetary Board of BSP granted certain merger incentives, includingtemporary relief from compliance with the minimum CAR of 10% on solo basis for both the CSBand PRSB from June 2018 until the effectivity of the merger, provided that the CSB’s CAR shallnot fall below 7%; ten-year amortization of the goodwill recognized by the BSP from July 2018to June 2028, and staggered booking of loan impairment determined based on BSP’sexamination of PR Savings Bank as of June 30, 2018 over a period of 5 years to start on the yearthe merger becomes effective. Subsequently, CSB recognized outright a significant amount ofthis required loan impairment as part of the determination of the final fair value of assetsacquired at the date of the business combination.

CSB’s CAR, after the effectivity of the merger, increased from 8.9% in December 2018 to 11.9%in March 2019. For prudential reporting, the CSB is amortizing the goodwill approved by theBSP. The difference between the final goodwill under PFRS and the BSP approved goodwillwas reflected as a reduction in Retained Earnings for prudential reporting to the BSP.


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Acquisition of PETNET

As discussed in Note 1, in February 2018, CSB and UIC purchased of 2,461,338 common sharesrepresenting 51% ownership of AEVI on PETNET. On December 17, 2018, the parties closedthe transaction by settling the purchase price and confirming that all closing conditions have beenfulfilled. For convenience purposes, the Group used December 31, 2018 as the date of thebusiness combination.

The fair values of the identifiable assets and liabilities acquired at the date of acquisition are asfollows (amounts in thousands):

Final fair values

Assets

Cash and other cash items P=618,253Due from other banks 2,551Loans and receivables 445,965Investment in an associate 27,098Property and equipment 49,384Other resources 137,987

Total assets P=1,281,238

Liabilities

Notes and bonds payable 36,806Other liabilities 265,914

Total liabilities P=302,720


The acquisition resulted in goodwill determined as follows:

Purchase price P=1,200,001Share in fair value of net assets acquired:

Fair values of net assets acquired P=978,518 Less: Proportionate share

of non-controlling interest 493,635 484,883

Final goodwill P=715,118

The goodwill arising from the acquisition is attributed to the expected increase in network of theGroup’s agency banking services. None of the goodwill recognized is expected to be deductiblefor income tax purposes.

Net cash outflow related to the acquisition PETNET amounted to P=579.20 million, net of cashacquired.

Investments in Subsidiaries and Associates and

Bank Premises, Furniture, Fixtures and Equipment - 101 -

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Investment in AssociatesAs of December 31, 2020 and 2019, the Group has investment in associates with aggregatecarrying amounts of P=255,342 and P=159,094, respectively. The aggregate share in losses onthese associates amounted to P=3,665, P=464, and P=8 for the years ended December 31, 2020,2019, and 2018, respectively.

Summarized Financial Information

The following table presents the financial information for CSB, FAIR Bank, PETNET, UIC andUBX, Bangko Kabayan and PBI as of and for the years ended December 31, 2020 and 2019:

Assets Liabilities Revenues

Net Profit

(Loss)

2020

CSB P=99,152,408 P=82,144,535 P=9,262,926 P=1,229,886

FAIR Bank 414,799 270,220 81,701 (78,111)

PETNET 1,444,374 456,684 581,823 17,278

UIC 1,313,549 318,940 153,123 (19,467)

UBX 406,144 107,602 86,761 (206,660)

Bangko Kabayan 3,477,142 2,854,077 274,504 23,165

PBI 423,972 355,310 78,293 (19,090)

2019

CSB P=77,416,639 P=61,407,021 P=9,078,157 P=1,439,131FAIR Bank 541,436 354,401 126,561 (35,821)PETNET 1,273,860 296,017 620,381 (41,820)UIC 2,737,603 2,186,963 250,211 7,474UBX 387,073 57,775 25,928 (67,153)

16. Bank Premises, Furniture, Fixtures and Equipment

The gross carrying amounts and accumulated depreciation and amortization of bank premises,furniture, fixtures and equipment as of December 31, 2020 and 2019 are shown below.

Group

Land Buildings

Furniture,

Fixtures and

Equipment

Right-of-use

Asset

Leasehold

Rights and

Improvements Total

December 31, 2020

Cost P=859,082 P=3,090,141 P=4,644,666 P=2,160,838 P=1,646,529 P=12,401,256

Accumulated depreciation and

amortization − (758,245) (2,713,265) (1,034,218) (1,000,760) (5,506,488)

Net carrying amounts P=859,082 P=2,331,896 P=1,931,401 P=1,126,620 P=645,769 P=6,894,768

December 31, 2019Cost P=765,374 P=2,783,641 P=4,184,851 P=1,766,048 P=1,348,799 P=10,848,713

Accumulated depreciation andamortization − (626,335) (2,347,347) (504,841) (869,547) (4,348,070)



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Parent Bank

Land Buildings

Furniture,

Fixtures and

Equipment

Right-of-use

Asset

Leasehold

Rights and

Improvements Total

December 31, 2020

Cost P=248,301 P=2,621,552 P=3,470,711 P=1,746,750 P=792,390 P=8,879,704


amortization – (537,368) (1,738,353) (810,804) (267,813) (3,354,338)

Net carrying amounts P=248,301 P=2,084,184 P=1,732,358 P=935,946 P=524,577 P=5,525,366

December 31, 2019

Cost P=248,301 P=2,468,812 P=3,106,903 P=1,433,164 P=556,948 P=7,814,128


amortization – (509,424) (1,411,031) (403,550) (195,528) (2,519,533)


A reconciliation of the carrying amounts at the beginning and end of 2020 and 2019 of thisaccount (including right-of-use assets) is shown below:

Group

Land Buildings

Furniture,

Fixtures and

Equipment

Right-of-Use

Assets

Leasehold

Rights and

Improvements Total

Balances at January 1, 2020, net of

accumulated depreciation andamortization P=765,374 P=2,157,306 P=1,837,504 P=1,261,207 P=479,252 P=6,500,643

Additions – 153,345 582,113 386,508 290,905 1,412,871

Disposals – – (21,058) − – (21,058)

Reclassifications/adjustments – 15,312 (29,718) (23,118) (4,960) (42,484)

Depreciation and amortization

charges for the year – (60,910) (466,683) (521,521) (131,213) (1,180,327)

Effect of business combinations(Note 15) 93,708 66,843 29,243 23,544 11,785 225,123

Balances at December 31, 2020,net of accumulateddepreciation and amortization P=859,082 P=2,331,896 P=1,931,401 P=1,126,620 P=645,769 P=6,894,768

Group

Land Buildings

Furniture,

Fixtures andEquipment

Right-of-UseAssets

Leasehold

Rights andImprovements Total


accumulated depreciation andamortization P=814,032 P=1,920,198 P=1,793,568 P=– P=581,045 P=5,108,843

Effect of adoption of PFRS 16 – – – 1,241,094 – 1,241,094

Additions – 314,721 535,946 524,954 83,886 1,459,507Disposals (62,549) (23,402) (38,417) – – (124,368)Reclassifications/adjustments – (15,178) 17,009 – (12,793) (10,962)

Depreciation and amortizationcharges for the year – (64,429) (470,602) (504,841) (172,886) (1,212,758)

Adjustments to provisional fair

value (Note 15) 13,891 25,396 – – – 39,287

Balances at December 31, 2019,

net of accumulateddepreciation and amortization P=765,374 P=2,157,306 P=1,837,504 P=1,261,207 P=479,252 P=6,500,643


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Parent Bank

Land Buildings

Furniture,

Fixtures and

Equipment

Right-of-Use

Assets

Leasehold

Rights and

Improvements Total

Balances at January 1, 2020, net ofaccumulated depreciation and

amortization P=248,301 P=1,959,388 P=1,695,872 P=1,029,614 P=361,420 P=5,294,595

Additions – 152,528 479,720 376,639 235,442 1,244,329

Disposals – – (11,903) – – (11,903)

Reclassifications/adjustments – 15,275 (47,434) (31,996) – (64,155)

Depreciation and amortizationcharges for the year – (43,007) (383,897) (438,311) (72,285) (937,500)

Balances at December 31, 2020,net of accumulateddepreciation and amortization P=248,301 P=2,084,184 P=1,732,358 P=935,946 P=524,577 P=5,525,366


accumulated depreciation andamortization P=289,619 P=1,717,661 P=1,592,923 P=– P=356,812 P=3,957,015

Effect of adoption of PFRS 16 – – – 1,014,624 – 1,014,624

Additions – 312,901 461,688 418,540 35,654 1,228,783Disposals (41,318) (23,402) (20,038) – – (84,758)Reclassifications/adjustments – (5,324) 2,434 – – (2,890)

Depreciation and amortizationcharges for the year – (42,448) (341,135) (403,550) (31,046) (818,179)

Balances at December 31, 2019 netof accumulated depreciationand amortization P=248,301 P=1,959,388 P=1,695,872 P=1,029,614 P=361,420 P=5,294,595

The Group has leases for branch offices, parking lots, stalls for specific events, signage and

computer equipment. With the exception of short-term leases and leases of low-value underlying

assets, each lease is reflected on the consolidated statement of financial position as a ROU asset and

a lease liability.

Generally, the Group is restricted from assigning and subleasing the leased assets. The lease

contracts are cancellable upon mutual agreement of the parties or renewable under certain terms

and conditions. Various lease contracts include escalation clauses, most of which bear an annual

rent increase of 5% to 10%. As of December 31, 2020 and 2019, the Group has neither a

contingent rent payable nor an asset restoration obligation in relation with these lease agreements.

The Group’s leasing activities qualified to recognize ROU assets mainly comprise of branch offices

and parking lots with remaining lease terms ranging from 1 to 10 years.

The details of depreciation and amortization in the consolidated statements of income follow:

Group

2020 2019 2018

Bank premises, furniture, fixtures and equipment P=658,806 P=707,917 P=539,915Investment properties (Note 17) 358,351 371,529 372,198Computer software (Note 19) 286,680 216,112 166,923Foreclosed machineries and chattel 103,063 82,636 36,571

P=1,406,900 P=1,378,194 P=1,115,607*Excluding depreciation of ROU asset presented in occupancy under “Miscellaneous expense” amounting to P=521,521 and P=504,841 in 2020 and 2019, respectively.

Parent Bank

2020 2019 2018

Bank premises, furniture, fixtures and equipment P=499,189 P=414,629 P=384,058Investment properties (Note 17) 350,290 356,583 356,097Computer software (Note 19) 159,428 133,738 108,083Foreclosed machineries and chattel − − 14,759

P=1,008,907 P=904,950 P=862,997*Excluding depreciation of ROU asset presented in occupancy under “Miscellaneous expense” amounting to P=438,311 and P=403,550 in 2020 and 2019, respectively.

Bank Premises, Furniture, Fixtures and Equipment and

Investment Properties - 104 -

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In 2020 and 2019, depreciation charges amounted to P=521.52 million and P=504.84 million,

respectively, for the ROU asset of the Group and P=438.31 million and P=403.55 million,

respectively, for ROU of the Parent Bank. This is shown as part of Occupancy in the consolidated

and parent bank statements of income.

Under BSP rules, investments in bank premises, furniture, fixtures and equipment should notexceed 50% of the Parent Bank’s unimpaired capital. As of December 31, 2020 and 2019, theParent Bank has satisfactorily complied with this requirement.

17. Investment Properties

The Group’s and the Parent Bank’s investment properties include several parcels of land andbuildings held for rentals and foreclosed properties. The composition of and movements in thisaccount under the cost model are shown below.

Group Parent

As at December 31 As at December 31

2020 2019 2020 2019

Cost P=11,723,974 P=11,622,884 P=10,299,738 P=10,380,251Accumulated depreciation (2,640,589) (2,315,745) (2,476,117) (2,175,058)Accumulated impairment loss (161,019) (179,558) (161,074) (161,074)

Net carrying amounts P=8,922,366 P=9,127,581 P=7,662,547 P=8,044,119

The movements in the Group’s and the Parent Bank’s investment properties are shown below.

Group

2020

Building Held

for Lease

Foreclosed

Properties Total

Cost

Balances at January 1 P=2,505,383 P=9,117,501 P=11,622,884

Effects of business combination (Note 15) 893 257,102 257,995

Reclassifications 290 (290) −Additions − 201,247 201,247

Disposals − (358,152) (358,152)

Balances at December 31 2,506,566 9,217,408 11,723,974

Accumulated depreciation and amortization

Balances at January 1 632,008 1,683,737 2,315,745

Reclassifications (290) 16,549 16,259

Depreciation 52,320 306,031 358,351

Disposals − (49,766) (49,766)

Balances at December 31 684,038 1,956,551 2,640,589

Accumulated impairment losses

Balance at January 1 − 179,558 179,558

Disposals − (18,539) (18,539)

Balances at December 31 − 161,019 161,019

Net book values P=1,822,528 P=7,099,838 P=8,922,366

Investment Properties - 105 -

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Group

2019

Building Heldfor Lease

ForeclosedProperties Total

CostBalances at January 1 P=2,502,647 P=9,335,415 P=11,838,062Adjustments to provisional fair values (Note 15) − (168,949) (168,949)Additions 2,736 343,087 345,823Disposals − (392,052) (392,052)


Accumulated depreciation and amortizationBalances at January 1 578,853 1,492,929 2,071,782Adjustments to provisional fair values (Note 15) − 4,964 4,964Depreciation 53,155 318,374 371,529Disposals − (132,530) (132,530)


Accumulated impairment lossesBalance at January 1 − 199,659 199,659Reversals (Note 28) − (13,173) (13,173)Disposals − (6,928) (6,928)



Parent Bank

2020

Building Held

for Lease

Foreclosed

Properties Total

Cost

Balances at January 1 P=2,171,110 P=8,209,141 P=10,380,251

Additions − 189,929 189,929

Disposals − (270,442) (270,442)


Accumulated depreciation and amortization

Balances at January 1 512,610 1,662,448 2,175,058

Depreciation 45,186 305,104 350,290

Disposals − (49,231) (49,231)


Accumulated impairment losses

Balances at January 1 and December 31 − 161,074 161,074


Parent Bank

2019

Building Heldfor Lease

ForeclosedProperties Total

CostBalances at January 1 P=2,171,110 P=8,221,818 P=10,392,928Additions − 342,608 342,608Disposals − (355,285) (355,285)


Accumulated depreciation and amortizationBalances at January 1 467,424 1,481,274 1,948,698Depreciation 45,186 311,397 356,583Disposals − (130,223) (130,223)


Accumulated impairment lossesBalances at January 1 − 178,875 178,875Reversals (Note 28) − (10,873) (10,873)Disposals − (6,928) (6,928)



Investment Properties and

Goodwill - 106 -

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Real property taxes related to these investment properties paid by the Group and recognized asexpense for the years ended December 31, 2020, 2019, and 2018 totaled P=44,653, P=34,110, andP=23,578, respectively, and are presented as part of Taxes and licenses account under Otherexpenses in the statements of income.

Rent income earned by the Group on its investment properties under operating leases amountedto P=142,033, P=156,407, and P=154,899 in 2020, 2019, and 2018, respectively, and is included aspart of Rental account under Miscellaneous income in the statements of income (see Note 28).

The gain from foreclosure of loan collaterals, presented as part of Miscellaneous income in thestatements of income (see Note 28), amounted to P=153.88 million, P=221.21 million, andP=239.74 million in 2020, 2019, and 2018, respectively, for the Group, and P=153.88 million,P=208.23 million, and P=285.90 million in 2020, 2019, and 2018, respectively, for the Parent Bank.

The gain on disposal of foreclosed properties, presented as part of Miscellaneous income in thestatements of income (see Note 28), amounted to P=229.15 million, P=200.08 million, andP=258.00 million in 2020, 2019, and 2018, respectively, for the Group, and P=195.47 million, andP=251.70 million, and P=245.98 million in 2020, 2019, and 2018, respectively, for the Parent Bank.

Information about the fair value of investment properties are presented in Note 7.

18. Goodwill

Goodwill represents the excess of the acquisition cost over the fair value arising from theacquisitions of (a) former iBank’s in April 2006; (b) CSB in January 2013, (c) PR Savings Bankby CSB in June 2018, (d) PETNET in December 2018 and (e) Bangko Kabayan in March 2020(see Note 1).

None of the goodwill recognised is expected to be deductible for income tax purposes.

For impairment testing purposes, the goodwill of the Group acquired through businesscombination is allocated to the following CGUs:a. With respect to acquisition of iBank, to the Parent Bank’s Consumer Banking and Parent

Bank’s Corporate and Commercial Banking.b. With respect to the goodwill from the acquisition of CSB and PR Savings Bank, to CSB’s

DepEd salary loans business and motorcycle loans business, respectively;c. With respect to the goodwill from the acquisition of PETNET, the separate cash generating

unit of PETNET at entity level; and,d. With respect to the goodwill from the acquisition of Bangko Kabayan, the separate cash

generating unit of Bangko Kabayan at entity level.

The following presents the movement of goodwill of the Group for 2020 and 2019:

Group

2020 2019

Beginning balance P=15,455,564 P=15,726,267Acquisition of subsidiaries (Note 15)* 116,139 −Impairment during the year (Notes 20 and 28) (223,172) −Effect of finalization of purchase

price allocation (Note 15) − (270,703)

Ending balance P=15,348,531 P=15,455,564*Based on provisional fair values

Goodwill - 107 -

*SGVFSM005928*

The goodwill of the Group is allocated to the following CGUs:

Group Parent Bank

2020 2019 2020 2019

iBank Parent Bank’s Corporate and

Commercial Banking P=3,208,998 P=3,208,998 P=3,208,998 P=3,208,998Parent Bank’s Consumer Banking 4,677,900 4,677,900 4,677,900 4,677,900

7,886,898 7,886,898 7,886,898 7,886,898CSB

CSB’s DepEd Salary Loans Business* 3,371,353 3,371,353 − − CSB’s Motorcycle Loans Business** 3,259,023 3,482,195 − −

6,630,376 6,853,548 − −PETNET 715,118 715,118 − −Bangko Kabayan 116,139 − − −

P=15,348,531 P=15,455,564 P=7,886,898 P=7,886,898

*Includes goodwill arising from the acquisition of CSB amounting to P=3.37 billion

**Includes goodwill arising from the acquisition of PR Savings Bank amounting to P=3.48 billion. In 2020, goodwill impairment

recognized for CBS’s motorcycle loans business amounted to P223.17 million.

Refer to Note 15 for the discussions on the acquisition of and merger with PR Savings Bank and acquisition of Bangko Kabayan.

The Group performed its annual impairment test in December of each year. The Group considersvarious internal and external sources of information in assessing whether there is any indicationthat goodwill is impaired including if there are significant changes with an adverse effect on theCGUs that have taken place during the period in the technological, market, economic or legalenvironment in which the Group operates. As a result of the ongoing economic uncertaintybrought about by the COVID-19 pandemic, the results of the motorcycle lending business werelower than expected. The volume of loan releases was lower and the motorcycle loans reportedhigher NPLs, indicating a potential impairment of goodwill.

The recoverable amount of the motorcycle loans CGU of P=3,496.0 million as ofDecember 31, 2020 has been determined based on a value in use calculation using cash flowprojections from financial budgets approved by senior management covering a five-year period.Key assumptions in VIU calculation of CGUs are most sensitive to include forecasts of loanreleases and discount rate. Future cash flows and growth rates were based on historicalexperiences and strategies developed, including assessment of impact of the COVID-19pandemic. The discount rate used for the computation of the net present value is the weightedaverage cost of capital and was determined by reference to a comparable entity, marketobservable inputs and assumptions consistent with the valuation practice. In 2020, the pre-taxdiscount rate applied to cash flow projections is 11.2%.

As a result of this analysis, management has recognized an impairment charge of P=223.2 millionin the current year against goodwill with a carrying amount of P=3,482.2 million (with total CGUcarrying amount of P=3,719.2 million, including the identifiable net asset of the CGU) as ofDecember 31, 2019. The impairment charge is recorded under Miscellaneous expenses in thestatement of income.

Other Resources - 108 -

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19. Other Resources

The composition of Other resources account as of December 31 follows:

Group Parent Bank

2020 2019 2020 2019

Deferred tax assets (Note 30) P=7,453,580 P=5,643,858 P=6,256,296 P=4,847,325Software under development 2,710,227 1,596,310 2,710,227 1,596,310Computer software – net 1,495,492 1,238,896 1,013,475 1,084,355Advances and other investments 1,135,403 1,040,582 1,090,830 852,660Creditable withholding taxes 861,860 816,845 808,283 760,945Non-current assets held for sale 370,333 303,160 – –Prepaid expenses 340,911 463,841 228,012 332,805Returned checks and other cash items 248,744 399,288 248,744 399,288Documentary stamps 229,881 286,586 221,598 243,875Deferred charges 217,950 73,762 – –Net retirement asset (Note 29) 70,411 81,960 – –Trust fund assets 66,164 1,708,515 – –Miscellaneous 1,586,449 1,970,197 1,043,475 1,155,063

16,787,405 15,623,800 13,620,940 11,272,626Allowance for impairment (Note 20) (95,910) (51,206) (61,171) (25,573)

P=16,691,495 P=15,572,594 P=13,559,769 P=11,247,053

Trust fund assets are maintained to cover pre-need liabilities of FUPI for pre-need planscomputed based on the provisions of PAS 37 as required by the IC and validated by a qualifiedactuary in compliance with the rules and regulations of the IC based on the amended PNUCA.The trust fund assets are managed by the Parent Bank’s Trust and Investments Services Group(TISG).

The details of FUPI’s trust fund assets as of December 31 follow:

2020 2019

Due from BSP and other banks* P=− P=246,512Financial assets at FVTPL 50,314 911,241Financial assets at FVOCI 15,882 −Financial assets at amortized cost 318 536,189Miscellaneous – net (350) 14,573

P=66,164 P=1,708,515*As of December 31, 2020 and 2019, due from other banks included under trust fund assets comprising placements with the Parent Bank

and not included in the above amounted to P=0.94 million and P=7.68 million, respectively.

Financial assets at FVTPL comprise of investments in shares of listed companies, governmentsecurities and other corporate debt instruments. The trust fund generated income (loss) of(P=15.0 million), P=72.5 million, and P=198.9 million in 2020, 2019, and 2018, respectively(see Note 28).

The movements in the Computer software account follow:

Group Parent Bank

2020 2019 2020 2019

Balance at beginning of year P=1,238,895 P=1,138,503 P=1,084,355 P=942,484Additions 551,490 320,265 93,596 278,420Amortization charges for the year (286,680) (216,112) (159,428) (133,738)Adjustment to provisional fair

values (Note 15) − (937) − −Effect of business combinations

(Note 15) 2,370 − − −Reclassifications (10,583) (2,823) (5,048) (2,811)

Balance at end of year P=1,495,492 P=1,238,896 P=1,013,475 P=1,084,355

Other Resources and

Allowance for Impairment - 109 -

*SGVFSM005928*

Miscellaneous includes foreclosed machineries, chattels, motorcycle and automobiles, securitydeposits and ongoing improvements on the Group’s and the Parent Bank’s branches and offices.

20. Allowance for Impairment

The breakdown of allowance for impairment is shown in the table below:

Group Parent Bank

2020 2019 2020 2019

Receivable from customers (Note 14) P=10,473,864 P=6,871,905 P=7,691,647 P=5,307,190Other receivables (Note 14) 1,044,038 1,010,415 1,011,633 991,365Investments and placements

(Notes 9 and 12) 367,738 113,911 363,617 113,911Others 480,101 230,764 222,245 186,647

P=12,365,741 P=8,226,995 P=9,289,142 P=6,599,113

Allowance for impairment of investments and placements include the Group’s and the ParentBank’s financial assets at amortized cost, debt financial assets at FVOCI, due from other banksand interbank loans receivable. The ECL allowance for financial assets at FVOCI amounted toP=4.93 million and P=0.51 million as of December 31, 2020 and 2019, respectively. Others refer toallowance for impairment of goodwill, investment properties and other resources.

With the foregoing level of allowance for impairment and credit losses, management believesthat the Group has sufficient allowance for any losses that the Group may incur from the non-collection or nonrealization of its receivables and other risk assets.

The reconciliation of allowance for the total receivables from customers follows.

Total Receivables from Customers - Group

2020



Newly originated assets that remained in

Stage 1 as at December 31, 2020 735,703 − − 735,703

Newly originated assets that moved to Stage 2and Stage 3 as at December 31, 2020 − 150,948 1,046,269 1,197,217

Effect of collections and other movements in

receivable balance (excluding write-offs) (710,033) (130,597) 677,623 (163,007)

Amounts written-off (542) (43,626) (4,400,605) (4,444,773)

Transfers to Stage 1 347,466 (64,376) (283,090) −Transfers to Stage 2 (13,532) 147,232 (133,700) −Transfers to Stage 3 (109,928) (118,547) 228,475 −Impact on ECL of exposures transferred

between stages (56,244) 577,026 2,792,012 3,312,794

Impact of changes in ECL model and

assumptions 267,390 165,672 2,530,963 2,964,025

Balances at end of year P=1,789,161 P=784,234 P=7,900,469 P=10,473,864


*SGVFSM005928*

2019



Newly originated assets that remained inStage 1 as at December 31, 2019 995,317 − − 995,317

Newly originated assets that moved to Stage 2

and Stage 3 as at December 31, 2019 − 116,810 535,398 652,208Effect of collections and other movements in

receivable balance (excluding write-offs) (781,278) 4,307 (134,311) (911,282)

Amounts written-off (345) (132) (2,258,182) (2,258,659)


between stages (103,269) 47,136 674,228 618,095Impact of changes in ECL model and

assumptions (155,400) 18,189 448,723 311,512


Total Receivables from Customers – Parent Bank

2020


Balances at beginning of year P=746,340 P=62,225 P=4,498,625 P=5,307,190


Newly originated assets that moved to Stage 2

and Stage 3 as at December 31, 2020 − 79,376 886,468 965,844

Effect of collections and other movements inreceivable balance (excluding write-offs) (555,058) (38,437) (205,545) (799,040)



between stages (56,244) 577,026 2,792,012 3,312,794

Impact of changes in ECL model and

assumptions 267,390 165,672 2,530,963 2,964,025

Balances at end of year P=695,641 P=696,176 P=6,299,830 P=7,691,647

2019


Balances at beginning of year P=925,044 P=27,912 P=5,595,564 P=6,548,520Newly originated assets that remained in

Stage 1 as at December 31, 2020 500,471 − − 500,471Newly originated assets that moved to


Effect of collections and other movementsin receivable balance (excluding write-offs) (503,680) (15,750) 27,108 (492,322)

Amounts written-off − − (2,131,720) (2,131,720)Transfers to Stage 1 23,796 (6,209) (17,587) −Transfers to Stage 2 (4,369) 10,367 (5,998) −Transfers to Stage 3 (16,050) (22,521) 38,571 −Impact on ECL of exposures transferred


assumptions (155,400) 18,189 448,724 311,513



*SGVFSM005928*

Reconciliation of the allowance for impairment by class follows:

Corporate Loans - Group and Parent Bank

2020


Balances at beginning of year P=267,666 P=− P=78,358 P=346,024


Newly originated assets that moved toStage 3 as at December 31, 2020 − 4,561 50,269 54,830

Effect of collections and othermovements in receivable balance(excluding write-offs) (201,463) (448) (32,842) (234,753)


Transfers to Stage 1 − − − −Transfers to Stage 2 (4,116) 4,116 − −Transfers to Stage 3 (23,342) − 23,342 −Impact on ECL of exposures transferred

between stages − 502,907 670,735 1,173,642Impact of changes in ECL model and

assumptions 2,721 447 41,601 44,769

Balances at end of year P=120,932 P=511,583 P=781,968 P=1,414,483

2019


Balances at beginning of year P=436,244 P=− P=80,945 P=517,189Newly originated assets that remained in


Stage 3 as at December 31, 2019 − − 2,575 2,575Effect of collections and other

movements in receivable balance(excluding write-offs) (296,670) − (6,507) (303,177)

Transfers to Stage 3 (4) 4 −Impact on ECL of exposures transferred

between stages − − 1,341 1,341Impact of changes in ECL model and

assumptions (65,000) − − (65,000)

Balances at end of year P=267,666 P=− P=78,358 P=346,024

In 2019, there were no write-offs for corporate loans.


*SGVFSM005928*

Commercial Loans - Group and Parent Bank

2020


Balances at beginning of year P=188,656 P=54 P=1,890,935 P=2,079,645



Effect of collections and othermovements in receivable balance(excluding write-offs) (200,481) (40,956) (316,908) (558,345)


Transfers to Stage 1 3 (3) − −Transfers to Stage 2 − − − −Transfers to Stage 3 (6,824) (89,342) 96,166 −Impact on ECL of exposures transferred

between stages (2) − 403,514 403,512Impact of changes in ECL model and

assumptions 25,283 131,302 688,429 845,014


2019


Balances at beginning of year P=283,970 P=104 P=1,548,716 P=1,832,790Newly originated assets that remained in


Stage 3 as at December 31, 2019 − − 128,245 128,245Effect of collections and other

movements in receivable balance(excluding write-offs) (116,407) − (33,578) (149,985)

Transfers to Stage 1 4,275 − (4,275) −Transfers to Stage 2 − 3,916 (3,916) −Transfers to Stage 3 (4,795) (2) 4,797 −Impact on ECL of exposures transferred

between stages (4,271) (3,862) 19,763 11,630Impact of changes in ECL model and

assumptions (122,528) (102) 231,183 108,553

Balances at end of year P=188,656 P=54 P=1,890,935 P=2,079,645

In 2019, there were no write-offs for commercial loans.


*SGVFSM005928*

Home Loans - Group and Parent Bank

2020


Balances at beginning of year P=9,301 P=10,764 P=88,056 P=108,121



Effect of collections and othermovements in receivable balance(excluding write-offs) (9,061) (361) 19,484 10,062


Transfers to Stage 1 19,674 (2,590) (17,084) −Transfers to Stage 2 (879) 5,043 (4,164) −Transfers to Stage 3 (1,959) (1,925) 3,884 −Impact on ECL of exposures transferred


assumptions 17,772 (5,471) 757,256 769,557


2019


Balances at beginning of year P=5,456 P=23,724 P=130,012 P=159,192Newly originated assets that remained in


Stage 2 and Stage 3 as atDecember 31, 2019 − 207 5,499 5,706

Effect of collections and othermovements in receivable balance(excluding write-offs) (5,642) (918) 4,651 (1,909)

Amounts written off − − (790) (790)Transfers to Stage 1 3,351 (2,328) (1,023) −Transfers to Stage 2 (36) 164 (128) −Transfers to Stage 3 (34) (2,416) 2,450 −Impact on ECL of exposures transferred


assumptions 769 (17,319) (61,872) (78,422)

Balances at end of year P=9,301 P=10,764 P=88,056 P=108,121

In 2019, there were no write-offs for home loans.


*SGVFSM005928*

Other Retail Products - Group and Parent BankOther Retail Products include auto loans, business line, and credit cards.

2020





Effect of collections and othermovements in receivable balance(excluding write-offs) (126,866) 3,487 89,846 (33,533)




assumptions 225,413 40,071 988,273 1,253,757


2019





Effect of collections and othermovements in receivable balance(excluding write-offs) (69,678) (2,689) 221,765 149,398

Amounts written-off − − (783,668) (783,668)Transfers to Stage 1 16,048 (3,881) (12,167) −Transfers to Stage 2 (4,323) 6,102 (1,779) −Transfers to Stage 3 (11,105) (19,908) 31,013 −Impact on ECL of exposures transferred


assumptions 58,957 24,825 193,105 276,887



*SGVFSM005928*

CSB Salary Loans – Group

2020


Balances at beginning of year P=150,341 P=5,824 P=262,206 P=418,371



Effect of collections and other movementsin receivable balance (excluding write-offs) (136,878) 5,325 (40,924) (172,477)


Transfers to Stage 1 (64,243) 6,276 57,967 −Transfers to Stage 2 6 (583) 577 −Transfers to Stage 3 (236) (243) 479 −Balances at end of year P=84,326 P=23,036 P=272,213 P=379,575

2019


Balance at beginning of year P=107,943 P=117 P=204,809 P=312,869Newly originated assets that remained in



Effect of collections and other movementsin receivable balance (excluding write-offs) (117,461) (216,581) 176,849 (157,193)

Amounts written-off (345) (132) (3,364) (3,841)Transfers to Stage 1 68,314 (6,670) (61,644) −Transfers to Stage 2 (89) 11,902 (11,813) −Transfers to Stage 3 (207) 133,610 (133,403) −Impact on ECL of exposures transferred

between stages (57,081) 79,126 86,309 108,354


Other Receivables from Customers

Group

2020





Effect of collections and other movementsin receivable balance (excluding write-offs) (35,284) (97,644) 958,967 826,039


Transfers to Stage 1 354,471 (54,828) (299,643) −Transfers to Stage 2 (5,835) 123,668 (117,833) −Transfers to Stage 3 (14,430) (583) 15,013 −Impact on ECL of exposures transferred

between stages (155) 4,976 117,080 121,901

Impact of changes in ECL model andassumptions (3,799) (677) 55,404 50,928



*SGVFSM005928*

2019

Stage 1 Stage 2 Stage 3* Total

Balances at beginning of year January 1, 2019 P=379,385 P=3,937 P=2,699,269 P=3,082,591Newly originated assets that remained in Stage 1 as at

December 31, 2019 434,685 − − 434,685Newly originated assets that moved to Stage 2 and

Stage 3 as at December 31, 2019 − 96,504 332,539 429,043Effect of collections and other movements in

receivable balance (excluding write-offs) (175,420) 224,495 (497,491) (448,416)Amounts written-off − − (1,470,360) (1,470,360)Transfers to Stage 1 164 (9) (155) −Transfers to Stage 2 (4,904) 5,113 (209) −Transfers to Stage 3 (55,168) (241,679) 296,847 −Impact on ECL of exposures transferred between

stages (22,837) (65,263) 290,948 202,848Impact of changes in ECL model and assumptions (27,598) 10,785 86,307 69,494


*Includes long outstanding receivables from customers that are fully provided with allowance amounting to P=0.79 billion as of December 31, 2019.

Parent Bank

2020





Effect of collections and other movementsin receivable balance (excluding write-offs) (17,187) (159) 34,875 17,529


Transfers to Stage 1 215 (215) − −Transfers to Stage 2 (3,813) 3,859 (46) −Transfers to Stage 3 (13,445) (306) 13,751 −Impact on ECL of exposures transferred

between stages (155) 4,976 117,080 121,901

Impact of changes in ECL model andassumptions (3,799) (677) 55,404 50,928


2019

Stage 1 Stage 2 Stage 3* Total




Effect of collections and other movementsin receivable balance (excluding write-offs) (15,283) (12,143) (159,223) (186,649)

Amounts written-off − − (1,347,262) (1,347,262)Transfers to Stage 1 122 − (122) −Transfers to Stage 2 (10) 185 (175) −Transfers to Stage 3 (112) (195) 307 −Impact on ECL of exposures transferred

between stages (121) (178) 1,789 1,490Impact of changes in ECL model and

assumptions (27,598) 10,785 86,308 69,495


*Includes long outstanding receivables from customers that are fully provided with allowance amounting to P=0.79 billion as of December 31, 2019.


*SGVFSM005928*

Investments and Placements

Group

2020


Balances at beginning of year P=11,878 P=102,033 P=− P=113,911


Effect of collections and othermovements in receivable balance(excluding write-offs) 35,189 218,216 − 253,405

Impact of changes in ECL model andassumptions (7,366) − − (7,366)

Balances at end of year P=47,489 P=320,249 P=− P=367,738

Group and Parent Bank

2019


Balances at beginning of year P=4,981 P=12,645 P=− P=17,626Newly originated assets that remained in

Stage 1 as at December 31, 2019 18,188 − − 18,188Effect of collections and other

movements in receivable balance(excluding write-offs) (71,040) − − (71,040)

Transfers to Stage 2 (406) 406 − −Impact on ECL of exposures transferred

between stages − 87,082 − 87,082Impact of changes in ECL model and

assumptions 60,155 1,900 − 62,055


Parent Bank

2020


Balances at beginning of year P=11,878 P=102,033 P=− P=113,911


Effect of collections and othermovements in receivable balance(excluding write-offs) 31,068 218,216 − 249,284

Amounts written-off − − − −Impact of changes in ECL model and

assumptions (7,366) − − (7,366)


In 2020 and 2019, there were no transfers to Stage 1 and Stage 3. There were also no write-offsfor investments and placements during the year.

Deposit Liabilities - 118 -

*SGVFSM005928*

21. Deposit Liabilities

The breakdown of deposit liabilities account follows:

Group Parent Bank

2020 2019 2020 2019

Due to banks:Demand P=1,194,495 P=687,119 P=1,194,495 P=686,051Savings 306,575 409,083 306,575 352,623Time 1,492,866 81,222 1,438,700 7,040Long-term certificate of deposits 10,000 10,000 10,000 10,000

3,003,936 1,187,424 2,949,770 1,055,714Due to customers:

Demand 158,589,051 135,601,619 159,688,958 136,671,400Savings 98,651,270 71,591,321 93,257,817 68,477,449Time 264,550,769 272,965,676 206,342,074 229,759,786Long-term certificate of deposits 2,990,000 2,990,000 2,990,000 2,990,000

524,781,090 483,148,616 462,278,849 437,898,635

P=527,785,026 P=484,336,040 P=465,228,619 P=438,954,349

The breakdown of deposit liabilities account as to currency follows:

Group Parent Bank

2020 2019 2020 2019

Philippine pesos P=403,740,094 P=387,165,014 P=341,183,687 P=341,783,323Foreign currencies 124,044,932 97,171,026 124,044,932 97,171,026

P=527,785,026 P=484,336,040 P=465,228,619 P=438,954,349

Deposit liabilities bear annual interest at rates ranging from 0.00% to 9.5% in 2020, and from0.00% to 8.5% in 2019 and 2018 for the Group and from 0.39% to 1.65% in 2020, from 0.0% to5.54% in 2019 and from 0.00% to 7.9% in 2018 for the Parent Bank. Demand and savingsdeposits usually have either fixed or variable interest rates while time deposits have fixed interestrates.

Long Term Negotiable Certificate of Deposits (LTNCD)

On December 12, 2017, the MB of the BSP approved the Parent Bank’s issuance of up toP=20,000,000 of Long-term Negotiable Certificate of Deposits (LTNCD). Out of the approvedamount, P=3,000,000 were issued on February 21, 2018 at a fixed coupon rate of 4.375% perannum, payable quarterly and will mature on August 21, 2023. The net proceeds were utilized tofurther improve the Parent Bank’s maturity profile and support business expansion plans.

On August 8, 2013, the MB of the BSP approved the Parent Bank’s issuance of up to P=5,000,000of LTNCD. Out of the approved amount, P=3,000,000 were issued on October 18, 2013 at acoupon rate of 3.50% per annum, payable quarterly, which matured and repaid by the ParentBank on April 17, 2019. The net proceeds from this issuance were used to improve the ParentBank’s deposit maturity profile and support business expansion plans.

Deposit Liabilities and

Bills Payable - 119 -

*SGVFSM005928*

Interest expense on the deposit liabilities amounted to P=5,616,821, P=10,160,322, andP=8,841,473 in 2020, 2019, and 2018, respectively, in the Group's statements of income, andP=4,256,480, P=8,069,749, and P=7,045,224 in 2020, 2019, and 2018, respectively, in the ParentBank's statements of income

Under existing BSP regulations, non-FCDU deposit liabilities of the Bank are subject to unifiedreserve requirement equivalent to 14.0% (under BSP Circulars 1041, 1056 and 1063) as atDecember 31, 2019. In 2020, BSP Circulars 1082 and 1092 were issued reducing the reserverequirement to 12.0%, 3.0% and 2.0% for universal and commercial banks, thrift banks, and ruralbanks, respectively. BSP Circulars 1083, 1087, and 1100 were issued in 2020 to provideguidelines allowing the use of eligible loans to MSME and large enterprises for alternativecompliance to required reserves for deposit liabilities.

LTNCDs are subject to required reserves of 4.0% if issued under BSP Circular 304 and 7.0% ifissued under BSP Circular 842. As of December 31, 2020 and 2019, the Group is in compliancewith such regulations.

Regular reserves as of December 31, 2020 and 2019 amounted to P=42,730,160 and P=48,836,829,respectively, for the Group, and P=40,953,821 and P=47,027,761, respectively, for the Parent Bank(see Note 8).

22. Bills Payable

Bills payable consist of borrowings from:

Group Parent Bank

2020 2019 2020 2019

Banks, other financial institutions andindividuals P=52,686,077 P=89,994,582 P=33,928,852 P=77,056,116

BSP − 15,000,000 − 15,000,000Others 1,537,466 93,140 573,569 93,140

P=54,223,543 P=105,087,722 P=34,502,421 P=92,149,256

Bills payable to banks and other financial institutions consist mainly of amortized cost balance ofshort-term borrowings. Certain bills payable to banks and other financial institutions arecollateralized by investment securities (see Note 12).

Bills payable to BSP mainly represent short-term borrowings availed of under the overnightlending facility of the BSP. These are collateralized by eligible loans (see Note 14).

Other bills payable of the Group mainly pertain to availments of short-term loan lines fromcertain related parties (see Note 32).

Bills Payable and

Notes and Bonds Payable - 120 -

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The breakdown of bills payable as to currency follows:

Group Parent Bank

2020 2019 2020 2019

Foreign currencies P=34,486,628 P=77,129,265 P=34,486,628 P=77,129,266Philippine pesos 19,736,915 27,958,457 15,793 15,019,990

P=54,223,543 P=105,087,722 P=34,502,421 P=92,149,256

The breakdown of interest expense on bills payable, which is presented as part of Interestexpense on bills payable and other liabilities account in the statements of income, follows:

Group Parent Bank

2020 2019 2018 2020 2019 2018

Banks, other financialinstitutions and individuals P=1,628,474 P=3,234,392 P=1,177,258 P=702,463 P=2,142,488 P=567,059

BSP 52,614 217,472 39,435 52,614 217,472 39,435Others 1,211 1,694 190,158 1,211 1,694 69

P=1,682,299 P=3,453,558 P=1,406,851 P=756,288 P=2,361,654 P=606,563

The range of interest rates of bills payable per currency follows:

Group and Parent Bank

2020 2019 2018

Philippine pesos 3.34% to 4.50% 3.75% to 8.28% 2.80% to 6.75%Foreign currencies 0.04% to 3.05% 1.69% to 3.35% 1.40% to 3.56%

23. Notes and Bonds Payable

The Group’s and the Parent Bank’s notes and bonds payable as of December 31, 2020 and 2019consist of the following:

Coupon Principal Outstanding Balance

Interest Amount 2020 2019 Issue Date Maturity Date Redemption Date

USD Senior Medium Term

Notes Due 2022 3.369% P=24,965,000 P=23,983,972 P=25,275,609 November 29, 2017 November 29, 2022USD Senior Medium Term

Notes Due 2025 2.125% 14,406,900 14,311,227 − October 22, 2020 October 22, 2025Peso Senior Series A Bonds

Due 2020 7.061% 11,000,000 − 10,952,898 December 7, 2018 December 7, 2020Peso Senior Series C Bonds

Due 2023 2.75% 8,115,000 8,055,828 − December 9, 2020 December 9, 2023 December 9, 2023Unsecured Subordinated

Tier 2 Notes Due 2025Callable in 2020 5.375% 7,200,000 − 7,200,000 November 20, 2014 February 20, 2025 February 20, 2020

Unsecured Subordinated

Tier 2 Notes Due 2030Callable in 2025 5.250% 6,800,000 6,745,110 − February 24, 2020 May 24, 2030 May 24, 2030

Peso Senior Series B BondsDue 2022 6.000% 5,800,000 5,772,252 5,753,553 June 3, 2019 June 3, 2022 June 3, 2022

Peso Senior Series D BondsDue 2026 3.375% 885,000 878,468 − December 9, 2020 March 9, 2026 March 9, 2026

Total for Parent Bank 79,171,900 59,746,857 49,182,060Loans payable 5.750% 150,000 106,799 149,446 May 31, 2018 May 31, 2023

Total for Group P=79,321,900 P=59,853,656 P=49,331,506

USD Senior Medium Term Notes Due 2022

The USD500 million Senior Medium Term Notes Due 2022 were issued under the Parent Bank’sUSD One Billion Medium Term Note (MTN) Programme and were rated Baa2 by Moody’s.


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The Notes were listed on the Singapore Exchange Securities Trading Limited (SGX-ST) andconstitute direct, unconditional, unsubordinated and unsecured obligations of the Parent Bankand will rank pari passu among themselves and equally with all other unsecured obligations ofthe Parent Bank from time to time outstanding.

USD Senior Medium Term Notes Due 2025

These USD300 million Senior Medium Term Notes Due 2025 were issued under the updatedUSD 2 Billion MTN Programme of the Parent Bank and were also rated Baa2 by Moody’s. TheNotes were also listed on the SGX-ST.

The Notes will constitute direct, unconditional, unsubordinated and (subject to the Terms andConditions of the issuance) unsecured obligations of the Parent Bank and will rank pari passuamong themselves and (save for certain obligations required to be preferred by law) equally withall other unsecured obligations (other than subordinated obligations, if any) of the Parent Bankfrom time to time outstanding.

Peso Senior Series A Bonds Due 2020

The P=11.0 Billion worth of Peso Senior Corporate Series A Bonds were the first corporate bondsissued by the Parent Bank pursuant to BSP Circular No. 1010. These fixed rate bonds wereissued in scripless form and were listed on the PDEx.

The Bonds constitute direct, unconditional, unsecured, and unsubordinated peso-denominatedobligations of the Bank, and shall at all times rank pari passu and ratably without any preferenceor priority amongst themselves, and at least pari passu with all other present and future direct,unconditional, unsecured, and unsubordinated peso-denominated obligations of the Bank, exceptfor any obligation enjoying a statutory preference or priority established under Philippine laws.

The Bonds were redeemed at their principal amount on December 7, 2020.

Peso Senior Series C Bonds Due 2023

The P=8,115,000 worth of fixed rate Senior Series C Bonds were issued as part of the dual-tranche issuance of the Bank on December 9, 2021 under its existing P=39 Billion BondProgram. The bonds were listed on the PDEx.

The Bank may, at its sole option and subject to the Terms and Conditions of the issuance,redeem the Bonds at par plus accrued interest (if any), without premium or penalty, as of butexcluding the Early Redemption Date.

The Bonds constitute direct, unconditional, unsecured, and unsubordinated peso-denominatedobligations of the Bank, enforceable according to the Terms and Conditions of the Bonds, andshall at all times rank pari passu and ratably without any preference or priority amongstthemselves, and at least pari passu with all other present and future direct, unconditional,unsecured, and unsubordinated peso-denominated obligations of the Bank, except for anyobligation enjoying a statutory preference or priority established under Philippine laws.


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Unsecured Subordinated Tier 2 Notes Due 2025 Callable in 2020

The P=7.2 Billion Unsecured Subordinated Tier 2 Notes were issued with a loss absorptionfeature, which means the Notes were subject to a non-viability write-down in case of a non-viability trigger event.

The Notes constitute direct, unconditional, unsecured and subordinated obligations of the ParentBank and shall at all times rank pari passu and without any preference among themselves.

On February 20, 2020, the Parent Bank exercised its Voluntary Redemption Option to earlyredeem the Notes in accordance with its Terms and Conditions.


The Basel III-compliant Unsecured Subordinated Tier 2 Notes were issued by the Parent Bankunder its BSP-approved issuance of ₱20.0 Billion Unsecured Subordinated Notes Qualifying asTier 2 Capital.

Unless the Notes are previously redeemed, the Initial Interest Rate will be reset at the equivalentof the Initial Spread per annum plus the Benchmark as of Reset Date as defined in the Termsand Conditions of the Notes. Subject to certain conditions, the BSP Guidelines, and the Termsand Conditions, the Parent Bank may redeem the Notes in whole and not only in part on theRedemption Option Date at 100% of the face value of the Notes, plus accrued and unpaidinterest as of but excluding the Redemption Option Date.

The Notes have a loss absorption feature which means the Notes are subject to a Non-ViabilityWrite-Down in case of a Non- Viability Trigger Event. A Non-Viability Trigger Event isdeemed to have occurred when the Issuer is considered non-viable as determined by the BSP.

The Tier II Notes constitute a direct, unconditional, fixed, unsecured and subordinatedobligation of the Bank. Claims in respect of the Tier II Notes will rank: (a) junior to the claimsof holders of all deposits and general creditors of the Bank; (b) pari passu with obligations ofthe Bank that are, expressly or by applicable laws, subordinated so as to rank pari passu withclaims in respect of securities constituting “Tier 2” capital of the Bank; and (c) senior to (i) theclaims for payment of any obligation that, expressly or by applicable law, is subordinated to theTier II Notes, (ii) the claims in respect of securities constituting “Tier 1” capital of the Bank,and (iii) the rights and claims of holders of equity shares of the Bank.

Peso Senior Series B Bonds Due 2022

These P=5.8 Billion worth of Senior Corporate Series B Bonds were issued under the ParentBank’s P=39 Billion Corporate Bonds Program. These fixed rate Bonds were issued in scriplessform and were listed on the PDEx.

The Bonds constitute direct, unconditional, unsecured, and unsubordinated peso-denominatedobligations of the Bank, enforceable according to the Terms and Conditions of the Bonds, andshall at all times rank pari passu and ratably without any preference or priority amongstthemselves, and at least pari passu with all other present and future direct, unconditional,unsecured, and unsubordinated peso-denominated obligations of the Bank, except for anyobligation enjoying a statutory preference or priority established under Philippine laws.

Notes and Bonds Payable and

Other Liabilities - 123 -

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The Bonds shall be redeemed at par on maturity date which is on June 3, 2022. The Bank mayredeem the Bonds in whole and not only in part on the Early Redemption Date at the face valueof the Bonds, plus accrued and unpaid interest as of but excluding the Early Redemption Date.

Peso Senior Series D Bonds Due 2026These fixed rate Senior Series Bonds Due 2026 worth P=885,000 formed part of the Bank’s dual-tranche issuance on December 9, 2020. The Bonds were issued under the existing P=39 BillionBond Program of the Bank.

The Bank may, at its sole option and subject to the Terms and Conditions of the issuance,redeem the Bonds at par plus accrued interest (if any), without premium or penalty, as of butexcluding the Early Redemption Date.

The Bonds constitute the direct, unconditional, unsecured and unsubordinated obligations of theBank.

Loans PayableOn May 31, 2018, UIC availed of a term loan in the amount of P=150,000 with a certain localbank. The loan is unsecured and carries a fixed interest rate of 5.75% per annum payablesemi-annually. The term of the loan is five (5) years and is payable in seven (7) equalsemi-annual amortization commencing at the end of the second year from availment.

The interest expense on notes and bonds payable amounted to P=2,432, P=2,440, andP=1,336 in 2020, 2019, and 2018, respectively, for the Group, and P=2,408, P=2,419, and P=1,331 in2020, 2019, and 2018, respectively, for the Parent Bank. These are included under InterestExpense on Bills payable and other liabilities account in the statements of income.

24. Other Liabilities

Other liabilities consist of the following as of December 31:

Group Parent Bank

2020 2019 2020 2019

Manager’s checks P=6,925,159 P=8,535,817 P=6,925,159 P=8,535,717Accrued taxes and other expenses 5,277,334 5,091,614 4,326,945 4,396,513Accounts payable 5,027,797 4,906,323 3,949,136 3,787,732Payment orders payable 2,343,479 3,101,930 2,343,479 3,101,930Other dormant credits 1,437,600 683,465 1,409,147 661,942Lease liabilities 1,219,584 1,337,296 1,004,057 1,064,941Post-employment defined benefit

obligation (Note 29) 1,181,752 421,951 1,105,044 400,256Bills purchased - domestic and foreign 1,002,263 5,296,394 1,002,263 5,296,394Derivative liabilities (Note 11) 747,310 430,476 747,310 430,476Unearned income - bancassurance (Note 32) 733,333 733,333 733,333 733,333Withholding taxes payable 209,751 322,237 170,523 229,734Pre-need reserves 26,710 1,910,292 – –Miscellaneous 1,312,538 1,244,178 1,121,965 700,292

P=27,444,610 P=34,015,306 P=24,838,361 P=29,339,260

The unearned income represents the unamortized portion of the Exclusive Access Fees (EAF)arising from the Parent Bank’s bancassurance agreement with a related party (see Note 32).

Other Liabilities and

Capital Funds - 124 -

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Set out below is the carrying amount of lease liabilities and the movements during the year:

Group Parent Bank

2020 2019 2020 2019

As at January 1, 2020 P=1,337,296 P=1,246,913 P=1,064,941 P=998,394Additions 392,602 524,954 348,608 418,540Effect of business combination (Note 15) 22,933 – – –

Payments (613,498) (534,042) (477,197) (426,711)Accretion of interest 80,251 99,471 67,705 74,718

As at December 31, 2020 P=1,219,584 P=1,337,296 P=1,004,057 P=1,064,941

Accretion of interest is included as part of Interest expense on bills payable and other liabilitiesaccount in the statements of income.

As at December 31, 2020 and 2019, the Group has not committed to leases which had not yetcommenced.

The breakdown of Accrued taxes and other expenses account follows:

Group Parent Bank

2020 2019 2020 2019

Accrued interest payable P=757,580 P=1,214,306 P=624,736 P=1,081,974Accrued income and other taxes 711,003 433,533 386,730 258,537Accrued sick leave benefits 574,160 465,292 573,308 464,098Other accruals 3,234,591 2,978,483 2,742,171 2,591,904

P=5,277,334 P=5,091,614 P=4,326,945 P=4,396,513

Other accruals represent mainly fringe and other personnel benefits.

25. Capital Funds

Capital Stock

The Parent Bank’s capital stock as of December 31, 2020 and 2019 consists of the following:

Shares Amount

2020 2019 2020 2019

Common – P=10 par value Authorized 1,311,422,420 1,311,422,420 P=13,114,224 P=13,114,224

Issued and outstanding 1,218,471,467 1,217,609,561 12,184,715 12,176,096

Preferred – P=100 par value, non-votingAuthorized 100,000,000 100,000,000 P=10,000,000 P=10,000,000Issued and outstanding – – – –

On June 29, 1992, the Parent Bank was originally listed with the then Makati Stock Exchange,now PSE. A total of 89.7 million shares were issued at an issue price of P=22.50. As ofDecember 31, 2020 and 2019, there are 1,217.1 million shares listed at the PSE. The numberof holders and the closing price of the said shares is 4,953 and P=71.90 per share as ofDecember 31, 2020, respectively, and 4,949 and P=57.70 per share as of December 31, 2019,respectively.

Capital Funds - 125 -

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On January 27, 2020 and March 1, 2019, the Parent Bank issued 861,906 and 460,049 commonshares to qualified employees under the Parent Bank’s Employee Stock Payment Plan,respectively.

Surplus Free

The following is a summary of the dividends declared and distributed by the Parent Bank in2020, 2019, and 2018:

Date of

Declaration Date of Record

Date of BSP

Approval

Date of

Payment

Dividend per

Share

Outstanding

Shares Total Amount

January 24, 2020 February 7, 2020 N/A February 24, 2020 P=3.50 1,218,471,467 P=4,264,650

January 25, 2019 February 11, 2019 N/A February 28, 2019 1.90 1,217,149,512 2,312,584

January 26, 2018 February 12, 2018 N/A February 27, 2018 1.90 1,058,343,929 2,010,853

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

Surplus ReservesThe amended PNUCA requires that the portion of retained earnings representing Trust fundincome of FUPI be automatically restricted to payments of benefits of plan holders and relatedpayments as allowed in the amended PNUCA. The accumulated Trust Fund income, net ofreleases representing the amount of Trust fund income that pertains to the matured and pre-terminated plans of planholders which have been withdrawn from the trust fund during the year,should be appropriated and presented separately as Surplus Reserves in the statements of changesin capital funds. FUPI transferred out P=1,458.7 million, P=112.1 million and P=97.1 million fromappropriated reserves for the years ended December 31, 2020, 2019, and 2018, respectively.

In compliance with BSP regulations, a portion of the Group’s income from trust operations issetup as Surplus Reserves. For the years ended December 31, 2020, 2019, and 2018, the Groupand the Parent Bank appropriated P=17.1 million , P=16.1 million, and P=15.7 million, respectively.

Included in this account is the difference between the 1% general loan loss provision (GLLP)over the computed ECL allowance for credit losses related to Stage 1 accounts, as a required BSPappropriation. As of December 31, 2020 and 2019, surplus reserves related to the differencebetween GLLP over ECL allowance amounted to P=2.30 billion and P=2.82 billion, respectively,for the Group and, P=1.89 billion and P=2.40 billion, respectively, for the Parent Bank.

Maturity Profile of Assets and Liabilities - 126 -

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26. Maturity Profile of Assets and Liabilities

The following tables show an analysis of assets and liabilities analyzed according to whether theyare expected to be recovered or settled within one year and beyond one year from the statementof financial position date:

Group

2020 2019

Due within

one year

Due beyond

one year Total

Due withinone year

Due beyondone year Total

Financial Assets

Cash and other cash items P=8,958,042 P=− P=8,958,042 P=8,580,709 P=− P=8,580,709

Due from BSP 103,869,770 − 103,869,770 73,749,813 − 73,749,813Due from other banks 68,532,218 − 68,532,218 73,675,709 − 73,675,709IBLR − − − 213,062 − 213,062

Trading and investment securitiesat FVTPL 18,448,649 − 18,448,649 7,866,401 − 7,866,401at amortized cost - gross 3,542,411 152,608,258 156,150,669 504,253 161,273,520 161,777,773

at FVOCI 19,522 31,170,737 31,190,259 2,530,320 3,127,315 5,657,635Loans and receivables - net of

unearned discounts 111,744,274 239,310,457 351,054,731 141,437,460 259,826,069 401,263,529

Other resources 314,940 1,205,783 1,520,723 1,557,041 1,052,012 2,609,053

315,452,934 424,295,235 739,748,169 310,114,768 425,278,916 735,393,684

Nonfinancial Assets

Investment in associates − 255,342 255,342 − 159,094 159,094Bank premises, furniture, fixtures

and equipment − 12,401,256 12,401,256 − 10,848,713 10,848,713

Investment properties − 11,723,974 11,723,974 − 11,622,884 11,622,884Goodwill − 15,571,703 15,571,703 − 15,455,564 15,455,564Other resources 1,419,237 13,847,446 15,266,683 779,281 11,418,621 12,197,902

1,419,237 53,799,721 55,218,958 779,281 49,504,876 50,284,157

P=316,872,171 P=478,094,956 P=794,967,127 P=310,894,049 P=474,783,792 P=785,677,841

Allowance for credit losses andimpairment 12,360,813 8,226,487

Accumulated depreciation(Notes 16 and 17) 8,147,077 6,663,815

20,507,890 14,890,302

P=774,459,237 P=770,787,539


Deposit liabilities P=504,349,110 P=23,435,916 P=527,785,026 P=457,777,805 P=26,558,235 P=484,336,040Bills payable 35,631,769 18,591,774 54,223,543 101,213,164 3,874,558 105,087,722

Notes and bonds payable − 59,853,656 59,853,656 10,952,898 38,378,608 49,331,506Other liabilities 21,381,423 1,711,596 23,093,019 27,784,468 3,205,848 30,990,316

561,362,302 103,592,942 664,955,244 597,728,335 72,017,249 669,745,584Nonfinancial Liabilities

Accrued income and other taxes 711,003 − 711,003 433,533 − 433,533

Other liabilities 209,751 3,430,837 3,640,588 322,237 2,269,220 2,591,457

920,754 3,430,837 4,351,591 755,770 2,269,220 3,024,990

P=562,283,056 P=107,023,779 P=669,306,835 P=598,484,105 P=74,286,469 P=672,770,574

Maturity Profile of Assets and Liabilities and

Service Charges, Fees and Commissions - 127 -

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Parent Bank

2020 2019

Due within

one year

Due beyond

one year Total

Due within

one year

Due beyond

one year Total

Financial Assets

Cash and other cash items P=7,814,917 P=− P=7,814,917 P=7,832,302 P=− P=7,832,302

Due from BSP 83,867,434 − 83,867,434 67,798,418 − 67,798,418Due from other banks 64,782,755 − 64,782,755 71,497,226 − 71,497,226IBLR − − − 213,062 − 213,062

Trading and investment securitiesat FVTPL 18,411,304 − 18,411,304 7,817,555 − 7,817,555at amortized cost - gross 3,450,996 150,059,817 153,510,813 504,253 161,273,520 161,777,773

at FVOCI − 31,009,041 31,009,041 2,530,320 3,127,315 5,657,635Loans and receivables - net of

unearned discounts 90,445,312 191,597,831 282,043,143 129,222,328 209,973,781 339,196,109

Other resources 248,744 1,090,830 1,339,574 399,288 231,368 630,656

269,021,462 373,757,519 642,778,981 287,814,752 374,605,984 662,420,736

Nonfinancial Assets

Investment in subsidiaries − 21,867,987 21,867,987 − 20,523,633 20,523,633Bank premises, furniture, fixtures

and equipment − 8,879,704 8,879,704 − 7,814,128 7,814,128Investment properties − 10,299,738 10,299,738 − 10,380,251 10,380,251Goodwill − 7,886,898 7,886,898 − 7,886,898 7,886,898

Other resources 1,269,214 11,012,152 12,281,366 605,736 9,275,289 9,881,025

1,269,214 59,946,479 61,215,693 605,736 55,880,199 56,485,935

P=270,290,676 P=433,703,998 P=703,994,674 P=288,420,488 P=430,486,183 P=718,906,671

Allowance for credit losses andimpairment 9,284,214 6,598,605

Accumulated depreciation(Notes 16 and 17) 5,830,455 4,694,591

15,114,669 11,293,196

P=688,880,005 P=707,613,475


Deposit liabilities P=445,768,872 P=19,459,747 P=465,228,619 P=420,595,435 P=18,358,914 P=438,954,349Bills payable 22,060,529 12,441,892 34,502,421 89,075,645 3,073,611 92,149,256

Notes and bonds payable − 59,746,857 59,746,857 10,952,898 38,229,163 49,182,061Other liabilities 19,579,840 1,436,824 21,016,664 26,045,504 1,101,874 27,147,378

487,409,241 93,085,320 580,494,561 546,669,482 60,763,562 607,433,044

Nonfinancial Liabilities

Accrued income and other taxes 386,730 − 386,730 258,537 − 258,537Other liabilities 170,523 3,264,444 3,434,967 229,734 1,703,610 1,933,344

557,253 3,264,444 3,821,697 488,271 1,703,610 2,191,881

P=487,966,494 P=96,349,764 P=584,316,258 P=547,157,753 P=62,467,173 P=609,624,925

27. Service Charges, Fees and Commissions

This account is broken down as follows:

Group Parent Bank

2020 2019 2018 2020 2019 2018

Service charges P=1,402,768 P=1,169,886 P=1,066,576 P=1,040,199 P=1,000,367 P=866,172

Bank commissions 190,677 206,408 116,551 128,194 143,569 111,473Others 753,194 579,924 389,117 555,227 278,780 307,022

P=2,346,639 P=1,956,218 P=1,572,244 P=1,723,620 P=1,422,716 P=1,284,667

Others include commission income and other fees earned by the Parent Bank on the insurancepolicies sold under the bancassurance deal with Insular Life (see Note 32).

Miscellaneous Income and Expenses - 128 -

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28. Miscellaneous Income and Expenses

Miscellaneous Income

Miscellaneous income is composed of the following:

Group

2020 2019 2018

Foreign exchange gains - net P=535,536 P=682,371 P=584,920Gain on sale of investment properties (Note 17) 229,148 200,079 258,000

Fines and penalties 209,382 131,537 131,690

Dividend 200,671 202,888 207,456

Income from trust operations (Note 31) 171,271 160,929 156,524Rental (Notes 17 and 34) 154,077 163,730 160,713

Gain on foreclosure of investment properties (Note 17) 153,876 221,213 239,741

Recoveries from charged-off assets 94,523 143,781 112,378Gain from bargain purchase (Note 15) 25,291 − −Trust fund income (loss) (Note 19) (14,976) 72,534 198,919

Gain (loss) on sale of property and equipment (8,641) 679,298 44,296

EAF earned (Note 32) − − 100,000Others 328,838 309,021 163,640

P=2,078,996 P=2,967,381 P=2,358,277

Parent Bank

2020 2019 2018

Share in net profit of subsidiaries (Note 15) P=953,082 P=1,222,595 P=1,775,210

Foreign exchange gains - net 242,388 398,739 584,904

Dividend 200,671 201,858 206,425Gain on sale of investment properties (Note 17) 195,471 251,696 245,980

Income from trust operations (Note 31) 171,271 161,078 156,524

Rental (Notes 17 and 34) 164,177 165,523 156,276Gain on foreclosure of investment properties (Note 17) 153,876 208,233 285,902

Gain on sale of property and equipment 6,236 616,137 44,225

EAF earned (Note 32) − − 100,000

Others 477,876 366,987 443,745

P=2,565,048 P=3,592,846 P=3,999,191

Miscellaneous Expenses

The breakdown of miscellaneous expenses follows:

Group

2020 2019 2018

Insurance P=1,085,667 P=912,531 P=931,079

Information technology 1,072,710 617,882 458,902Outside services 882,658 829,185 695,084

Advertising and publicity 657,220 765,796 700,155

Supervision and compliance costs 579,870 541,818 553,058

Management and professional fees 421,616 502,090 550,908Card related expenses 326,021 253,815 224,190

Communication 279,268 418,923 347,516

Impairment on goodwill (Note 18) 223,172 − −Stationery and supplies 221,047 169,668 171,523Litigation 189,844 148,568 176,599

Provision (reversal) of impairment on investment properties

(Note 17) − (13,173) 11,054Transportation and travel 177,591 276,988 252,775

Repairs and maintenance 168,584 262,496 409,902

Plan benefits 52,500 108,000 158,000

Fines and penalties 49,665 40,873 105,566Representation and entertainment 39,516 57,529 83,701

Others 1,322,117 969,179 617,562

P=7,749,066 P=6,862,168 P=6,447,574

Miscellaneous Income and Expenses and

Salaries and Employee Benefits - 129 -

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Parent Bank

2020 2019 2018

Information technology P=1,015,784 P=600,133 P=453,413

Insurance 967,995 811,700 819,369Advertising and publicity 619,558 719,042 619,463

Outside services 607,103 647,026 615,933

Supervision and compliance costs 553,058 453,467 528,003Card related expenses 326,021 253,815 224,190

Management and professional fees 320,891 417,295 504,644

Provision for impairment of investment in

subsidiaries (Note 15) 290,002 − −Litigation 189,347 145,785 175,716

Stationery and supplies 173,489 122,257 143,869

Communication 143,293 291,884 280,262

Repairs and maintenance 122,550 212,122 365,235Transportation and travel 92,934 137,353 171,099

Representation and entertainment 34,107 52,093 75,204

Reversal of impairment on investment properties (Note 17) − (10,873) (9,728)Others 670,331 480,255 243,656

P=6,126,463 P=5,333,354 P=5,210,328

29. Salaries and Employee Benefits

Salaries and Employee Benefits Expense

Expenses recognized for employee benefits are as follows:Group

2020 2019 2018

Short-term benefits:Salaries and wages P=4,042,160 P=3,956,706 P=3,289,797Bonuses and fringe benefits 2,900,479 3,369,550 1,792,877Social security costs 172,358 194,438 139,182Other benefits 175,912 126,626 102,110

Post-employment benefits 454,081 336,957 337,837Other long-term benefits 64,214 85,971 64,790

P=7,809,204 P=8,070,248 P=5,726,593

Parent Bank

2020 2019 2018

Short-term benefits:Salaries and wages P=2,958,540 P=2,836,275 P=2,631,683

Bonuses and fringe benefits 2,295,770 3,068,768 1,529,952Social security costs 101,542 93,198 78,849Other benefits 114,174 107,215 103,048

Post-employment benefits 376,741 247,801 261,170Other long-term benefits 64,214 81,495 64,789

P=5,910,981 P=6,434,752 P=4,669,491

Post-employment Defined Benefit Plan

(a) Characteristics of the Defined Benefit Plan

The Group maintains funded, tax-qualified, noncontributory pension plans covering allregular full-time employees that are being administered by the Parent Bank’s TISG for theParent Bank, UIC and CSB and by trustee banks that are legally separated from the Groupfor FUIFAI, PR Savings Bank and PETNET. Under these pension plans, all coveredemployees are entitled to cash benefits after satisfying certain age and service requirements.


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The Group maintains seven separate retirement plans. Two of which are being maintainedfor UnionBank and former iBank employees, hence, the Parent Bank presents pensioninformation in its financial statements separately for the two plans. The other five pensionplans are for UIC, CSB, FUIFAI, PR Savings Bank and PETNET employees.

UnionBank PlanThe normal retirement age is 60. The plan also provides for an early retirement at age 55, orage 50 with the completion of at least ten years of service. However, late retirement issubject to the approval of the Parent Bank’s BOD. Normal retirement benefit is an amountequivalent to 150% of the final monthly salary for each year of credited service.

Former iBank PlanThe normal retirement age is 60 with a minimum of five years of credited service. The planalso provides for an early retirement at age 50 with the completion of at least ten years ofservice and late retirement subject to the approval of the Parent Bank’s BOD on a case-to-case basis. Normal retirement benefit is an amount equivalent to 125% of the final monthlycovered compensation for every year of credited service.

UIC PlanThe optional retirement age is 60 and the compulsory retirement age is 65. Both must have aminimum of five years of credited service. Both have retirement benefit equal to one-halfmonth’s salary as of the date of retirement multiplied by the employee’s year of service.Upon retirement of an employee, whether optional or compulsory, his services may becontinued or extended on a case to case basis upon agreement of management and employee.

This is based on the retirement plan benefits provided in the Retirement Law(R.A. No. 7641).

Under the law, unless the parties provide for broader inclusions, the term one-half (1/2)month salary shall mean fifteen (15) days plus one-twelfth (1/12) of the 13th month pay andthe cash equivalent of not more than (5) days of service incentive leaves.

CSB PlanThe normal retirement age is 60 or completion of 30 years of service whichever is earlier.The service of any member, however, may be extended from year to year beyond the normalretirement date, provided such an extension of service is with the consent of the member andthe express approval of CSB. The plan also provides for an early retirement after completionof at least ten years of service. Normal retirement benefit is an amount equivalent to 100%of the final basic monthly salary multiplied by the number of years of service prior toJanuary 1, 2008 and 150% of the final basic monthly salary for services rendered startingJanuary 1, 2008.

FUIFAI PlanThe normal retirement age is 60 with a minimum of five years of credited service. The planalso provides for an early retirement at age 50 with a minimum of five years of credited serviceand late retirement after age 60, both subject to the approval of FUIFAI’s BOD. Normalretirement benefit is an amount equivalent to 150% of the final monthly covered compensation(average monthly basic salary during the last 12 months of credited service) for every year ofcredited service.


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PR Savings Bank PlanThe normal retirement age is 60. Retirement benefit is an amount equivalent to 100%, 150% or200% of the latest basic monthly salary for each year of credited service if the years of serviceis 10 years but less than 15 years, 15 years but less than 20 years and 20 years or more,respectively.

PETNET PlanThe normal retirement age is 60. The plan also provides for an early retirement at age 50 withthe completion of at least ten years of service and late retirement beyond age 60. However,early and late retirement are subject to the approval of the company. Retirement benefit is anamount equivalent to 92% of the final monthly salary for each year of continuous service.

Bangko Kabayan PlanThe normal retirement age is 60 with at least five years of credited service. Retirement benefitis an amount equivalent to 100%, 125% or 150% of the latest basic monthly salary for eachyear of credited service if the years of service is 10 years but less than 15 years, 15 years butless than 20 years, and 20 years or more, respectively.

PBI PlanThe normal retirement age is 60 with at least five years of credited service. Retirement benefitis an amount equivalent to 22.5 days pay for every year of credited service.

(b) Analysis of Amounts Presented in the Financial Statements

Actuarial valuations are made annually to update the retirement benefit costs and the amountof contributions. All amounts presented in the subsequent pages are based on the actuarialvaluation reports obtained from independent actuaries in 2020 and 2019.

The amounts of post-employment defined benefit obligation (net retirement asset) recognizedin the statements of financial position are determined as follows (see Notes 19 and 24):

Group

2020 2019

Present value of the obligation P=5,225,149 P=3,912,530Fair value of plan assets 4,113,808 3,572,539

P=1,111,341 P=339,991

As of December 31, 2020 and 2019, the net retirement obligation amounting toP=1,111,341 and P=339,991 is separately shown as Net retirement asset of P=70,411 andP=81,960, respectively (see Note 19), and as Post-employment defined benefit obligation ofP=1,181,752 and P=421,951, respectively (see Note 24).

Parent Bank – UnionBank Plan

2020 2019

Present value of the obligation P=3,861,379 P=2,862,263Fair value of plan assets 2,857,169 2,471,361

P=1,004,210 P=390,902

Parent Bank – Former iBank Plan

2020 2019

Present value of the obligation P=683,325 P=550,665Fair value of plan assets 582,491 541,311

P=100,834 P=9,354


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The movements in the present value of the post-employment benefit obligation recognized inthe financial statements are as follows:

Group

2020 2019 2018

Balance at beginning of year P=3,912,530 P=3,344,042 P=4,175,532Current service cost 456,544 307,103 337,837Interest expense 182,222 226,273 187,136Past service cost (1,969) 29,854 −Remeasurements:

Actuarial losses (gains) arising fromChanges in financial assumptions 747,764 376,639 (549,408)Experience adjustments (190) (25,206) 217,217

Changes in demographic assumptions 4,095 (7,483) (23,676)Benefits paid (157,627) (338,692) (1,095,626)Effects of business combinations (Note 15) 81,780 − 95,030

Balance at end of year P=5,225,149 P=3,912,530 P=3,344,042

Parent Bank - UnionBank Plan

2020 2019 2018

Balance at beginning of year P=2,862,263 P=2,363,016 P=3,084,669Current service cost 347,923 220,321 227,011Interest expense 126,301 162,028 138,432Remeasurements: Actuarial losses (gains) arising from

Changes in financial assumptions 601,247 270,193 (458,958)Experience adjustments 7,076 24,637 230,179Changes in demographic assumptions 7,660 (3,097) −

Benefits paid (91,091) (174,835) (858,317)


Parent Bank - Former iBank Plan

2020 2019 2018

Balance at beginning of year P=550,665 P=482,049 P=729,661Current service cost 28,818 27,480 34,159Interest expense 24,807 32,881 30,819Remeasurements:

Actuarial losses (gains) arising fromChanges in financial assumptions 108,630 55,384 (100,142)Experience adjustments 1,006 (5,842) 12,860Changes in demographic assumptions (5,280) 1,157 −

Benefits paid (25,321) (42,444) (225,308)

Balance at end of year P=683,325 P=550,665 P=482,049

The movements in the fair value of plan assets are presented below.

Group

2020 2019 2018

Balance at beginning of year P=3,572,539 P=3,380,329 P=3,236,803Interest income 167,778 235,128 143,434Return on plan asset (excluding amounts included

in net interest) 117,046 (218,422) (84,670)Contributions to the plan 353,473 514,196 977,032Benefits paid (157,625) (338,692) (1,095,626)Effects of business combinations (Note 15) 60,597 − 203,356



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2020 2019 2018

Balance at beginning of year P=2,471,361 P=2,339,889 P=2,384,204Interest income 111,781 168,308 107,423Return on plan asset (excluding amounts included

in net interest) 109,553 (12,610) (90,466)Contributions to the plan 255,565 150,609 797,045Benefits paid (91,091) (174,835) (858,317)



2020 2019 2018

Balance at beginning of year P=541,311 P=499,545 P=588,903Interest income 24,212 35,088 24,661Return on plan asset (excluding amounts included

in net interest) 22,019 18,856 6,799Contributions to the plan 20,270 30,266 104,490Benefits paid (25,321) (42,444) (225,308)

Balance at end of year P=582,491 P=541,311 P=499,545

The composition of the fair value of plan assets at the end of the reporting period by categoryand risk characteristics is shown below.

Group

2020 2019

Bank deposits P=446,015 P=535,718

Quoted equity securities:Financial and insurance activities 1,733,124 1,393,071Electricity, gas and water 44,267 47,099Real estate activities 34,346 17,971Other service activities − −Wholesale and retail trade 2,841 −

Others 71,261 104,375

1,885,839 1,562,516

Debt securities:Philippine government bonds 425,128 576,310Corporate bonds 1,175,874 776,788

1,601,002 1,353,098

Others 180,952 121,207

P=4,113,808 P=3,572,539


2020 2019


Quoted equity securities:Financial and insurance activities 1,006,638 791,098Wholesale and retail trade 9,030 −Electricity, gas and water 37,214 37,957Real estate activities 25,722 9,555Other service activities − −

Others 54,637 93,603

1,133,241 932,213

Debt securities:Corporate bonds 912,134 637,213Philippine government bonds 369,733 487,336

1,281,867 1,124,549

Others 15,204 57,236

P=2,857,169 P=2,471,361


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2020 2019


Quoted equity securities:Financial intermediation 413,478 401,257Wholesale and retail trade − −

Others − −413,478 401,257

Debt securities:Corporate bonds 152,295 82,465Philippine government bonds 12,062 16,652

164,357 99,117

Others 2,328 7,031

P=582,491 P=541,311

Equity securities under the fund are primarily investments in corporations listed in the PSE,which include P=186,210 and P=154,225 investments in the shares of stocks of the Parent Bankas of December 31, 2020 and 2019, respectively, while debt securities represent investmentsin government and corporate bonds, which include P=444,099 and P=199,000 investment in thenotes of the Parent Bank as of December 31, 2020 and 2019, respectively (see Note 32).

The fair values of the above equity and debt securities are determined based on quotedmarket prices in active markets (classified as Level 1 of the fair value hierarchy). Theretirement fund neither provides any guarantee or surety for any obligation of the ParentBank nor its investments in the Bank’s shares of stocks covered by any restriction and liens.Bank deposits are maintained with reputable financial institutions, which include P=353,597and P=342,409 deposits with the Parent Bank as of December 31, 2020 and 2019, respectively(see Note 32).

Actual returns on plan assets amounted to P=284,824 in 2020, P=16,706 in 2019, and P=58,764in 2018 for the Group. Actual returns on plan assets amounted to P=221,334 in 2020,P=155,698 in 2019, and P=16,957 in 2018 for UnionBank Plan and P=46,231 in 2020, P=53,944in 2019, and P=31,460 in 2018 for Former iBank Plan.

The amounts recognized in the statements of income in respect of the post-employmentdefined benefit plan are as follows:

Group

2020 2019 2018

Current service cost P=456,544 P=307,103 P=337,837Past service cost (1,969) 29,854 −Net interest expense (income) 14,444 (8,855) 43,702

P=469,019 P=328,102 P=381,539


2020 2019 2018

Current service cost P=347,923 P=220,321 P=227,011Net interest expense (income) 14,520 (6,280) 31,009

P=362,443 P=214,041 P=258,020


2020 2019 2018

Current service cost P=28,818 P=27,480 P=34,159Net interest expense (income) 595 (2,207) 6,158

P=29,413 P=25,273 P=40,317


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The amounts recognized in other comprehensive income in respect of the post-employmentdefined benefit plan are as follows:

Group

2020 2019 2018

Actuarial losses (gains) arising from changes in:Financial assumption P=747,764 P=376,639 (P=549,408)Experience adjustments (190) (25,206) 217,217Demographic assumptions 4,095 (7,483) (23,676)

Return on plan assets (excluding amountsincluded in net interest) (117,046) 218,423 84,670

P=634,623 P=562,373 (P=271,197)


2020 2019 2018

Actuarial losses (gains) arising from changes in:Financial assumption P=601,247 P=270,193 (P=458,958)Experience adjustments 7,076 24,637 230,179Demographic assumptions 7,660 (3,097) −

Return on plan assets (excluding amountsincluded in net interest) (109,553) 12,610 90,466

P=506,430 P=304,343 (P=138,313)


2020 2019 2018

Actuarial losses (gains) arising from changes in:Financial assumption P=108,630 P=55,384 (P=100,142)Experience adjustments 1,006 (5,842) 12,860

Demographic assumptions (5,280) 1,157 − Return on plan assets (excluding amounts

included in net interest) (22,019) (18,856) (6,799)

P=82,337 P=31,843 (P=94,081)

In addition to the above items, the Parent Bank also recognized its share of the othercomprehensive income of subsidiaries in respect of the post-employment defined benefit planamounting to P=21,228 loss, P=87,086 loss, and P=26,171 gain in 2020, 2019, and 2018,respectively (see Note 15).

The Group and the Parent Bank expects to contribute P=32,410 and P=17,764, respectively,in 2020.

In determining the retirement benefits, the following actuarial assumptions were used:

Group

2020 2019 2018

Retirement age 60 60 60Average remaining working life 6-19 years 6-19 years 5-20 yearsDiscount rate 3.37%-3.98% 4.62%-5.21% 7.18%-7.88%Expected rate of salary increase 3.50%-6.00% 4.00%-10.00% 4.00%-10.00%Employee turnover rate 0%-22% 0%-22% 0%-22%


2020 2019 2018

Retirement age 60 60 60Average remaining working life 10 years 9 years 9 yearsDiscount rate 3.80% 4.87% 7.30%Expected rate of salary increase 6.00% 5.00% 6.00%Employee turnover rate 0%-18% 0%-14% 0%-14%


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2020 2019 2018

Retirement age 60 60 60Average remaining working life 9 years 10 years 9 yearsDiscount rate 3.47% 4.71% 7.20%Expected rate of salary increase 6.00% 5.00% 6.00%Employee turnover rate 0%-16% 0%-12% 0%-15%

Assumptions regarding future mortality and disability are based on published statistics andmortality tables. These assumptions were developed by management with the assistance ofan independent actuary. Discount factors are determined close to the end of each reportingperiod by reference to the interest rates of a zero coupon government bond with terms tomaturity approximating to the terms of the retirement obligation. Other assumptions arebased on current actuarial benchmarks and management’s historical experience.

(c) Risk Associated with the Retirement Plan

The plans expose the Group to actuarial risks such as investment risk, interest rate risk,longevity risk and salary risk.

Investment and Interest Risk

The present value of the defined benefit obligation is calculated using a discount ratedetermined by reference to market yields of government bonds. Generally, a decrease inthe interest rate of a reference government bonds will increase the plan obligation.However, this will be partially offset by an increase in the return on the plan’sinvestments in debt securities and if the return on plan asset falls below this rate, it willcreate a deficit in the plan. Currently, the plans are mostly invested in equity securities.Due to the long-term nature of plan obligation, a level of continuing equity investmentsis an appropriate element of the Group’s long-term strategy to manage the plansefficiently.

Longevity and Salary Risks

The present value of the defined benefit obligation is calculated by reference to the bestestimate of the mortality of the plan participants both during and after their employmentand to their future salaries. Consequently, increases in the life expectancy and salary ofthe plan participants will results in an increase in the plan obligation.

(d) Other Information

The information on the sensitivity analysis for certain significant actuarial assumptions, theGroup’s asset-liability matching strategy, and the timing and uncertainty of future cash flowsrelated to the retirement plan are described below and in the succeeding pages.

Sensitivity Analysis

The following table summarizes the effects of changes in the significant actuarialassumptions used in the determination of the defined benefit obligation as ofDecember 31:


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Group

Impact on Post-Employment Defined

Benefit Obligation

Change in

Assumption

Increase in

Assumption

Decrease in

Assumption

December 31, 2020

Discount rate +/-1.0% (P=420,091) P=497,098

Salary growth rate +/-1.0% 530,980 (461,934)

Turn-over rate +/-1.0% (70,426) 76,221

December 31, 2019Discount rate +/-1.0% (302,699) 351,641Salary growth rate +/-1.0% 366,772 (321,540)Turn-over rate +/-1.0% (32,066) 41,191

UnionBank Plan


Benefit Obligation

Change in

Assumption

Increase in

Assumption

Decrease in

Assumption

December 31, 2020

Discount rate +/-1.0% (P=306,244) P=358,795


Turn-over rate +/-1.0% (47,717) 51,093

December 31, 2019Discount rate +/-1.0% (P=204,270) P=236,408Salary growth rate +/-1.0% 247,894 (218,149)Turn-over rate +/-1.0% (15,473) 16,260

Former iBank Plan


Benefit Obligation

Change in

Assumption

Increase in

Assumption

Decrease in

Assumption

December 31, 2020

Discount rate +/-1.0% (P=51,296) P=58,722


Turn-over rate +/-1.0% (3,841) 4,025

December 31, 2019Discount rate +/-1.0% (P=40,081) P=45,817Salary growth rate +/-1.0% 47,926 (42,685)Turn-over rate +/-1.0% (432) 439

The above sensitivity analysis is based on a change in an assumption while holding allother assumptions constant. This analysis may not be representative of the actual changein the defined benefit obligation as it is unlikely that the change in assumptions wouldoccur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the definedbenefit obligation has been calculated using the projected unit credit method at the end ofthe reporting period, which is the same as that applied in calculating the defined benefitobligation recognized in the statements of financial position.


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Asset-liability Matching Strategies

To efficiently manage the retirement plan, the Group through its Retirement Committee,ensures that the investment positions are managed in accordance with its asset-liabilitymatching strategy to achieve that long-term investments are in line with the obligationsunder the retirement scheme. This strategy aims to match the plan assets to theretirement obligations by investing in long-term fixed interest securities (i.e., governmentor corporate bonds) with maturities that match the benefit payments as they fall due andin the appropriate currency. The Group actively monitors how the duration and theexpected yield of the investments are matching the expected cash outflows arising fromthe retirement obligations. In view of this, investments are made in reasonablydiversified portfolio, such that the failure of any single investment would not have amaterial impact on the overall level of assets.

A large portion of assets as of December 31, 2020 and 2019 consists of equity securitiesand bonds, although the Group also invests in bank deposits. The Group believes thatequity securities offer the best returns over the long term with an acceptable level of risk.The majority of equities are in a diversified portfolio of investments in corporationslisted in the PSE.

There has been no change in the Group’s strategies to manage its risks from previousperiods.

Funding Arrangements and Expected Contributions

There is no minimum funding requirement in the country.

The maturity profile of undiscounted expected benefits payments from the plan follows:

Group

2020 2019

Within one year P=738,615 P=634,928More than one year to five years 1,665,568 1,417,993More than five years to ten years 2,488,465 2,037,029More than ten years to 15 years 3,099,137 2,707,479More than 15 years to 20 years 3,194,127 2,556,124More than 20 years 7,793,315 6,422,060

P=18,979,227 P=15,775,613

UnionBank Plan

2020 2019

Within one year P=616,892 P=537,628More than one year to five years 1,279,552 1,082,022More than five years to ten years 1,971,473 1,569,155More than ten years to 15 years 2,333,867 1,958,481More than 15 years to 20 years 2,204,613 1,611,519More than 20 years 5,817,413 4,218,289

P=14,223,810 P=10,977,094

Salaries and Employee Benefits and

Income Taxes - 139 -

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Former iBank Plan

2020 2019

Within one year P=76,355 P=47,946More than one year to five years 235,414 214,362More than five years to ten years 299,880 244,704More than ten years to 15 years 343,087 331,108More than 15 years to 20 years 265,216 272,497More than 20 years 188,241 199,485

P=1,408,193 P=1,310,102

The weighted average duration of the defined benefit obligation is 19 years and 18 yearsin 2020 and 2019, respectively.

30. Income Taxes

Current and Deferred Income TaxesThe components of income tax expense (benefit) for the years ended December 31, 2020, 2019,and 2018 are as follows:

Group

2020 2019 2018

Reported in profit or loss

Current tax expense:Final tax at 20%, 10% and 7.5% P=1,162,262 P=878,067 P=747,296

Regular corporate income tax(RCIT) at 30% 706,944 580,264 504,017

MCIT at 2% 295,570 225,424 216,024

2,164,776 1,683,755 1,467,337 Deferred tax expense (benefit)

relating to origination and reversal of temporary

differences (1,383,396) (1,189,261) (427,664)

P=781,380 P=494,494 P=1,039,673

Reported in other comprehensive

income

Deferred tax expense (benefit) relating to origination and

reversal of actuarial gains orlosses (P=190,387) (P=168,712) P=81,359


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Parent Bank

2020 2019 2018

Reported in profit or loss

Current tax expense:Final tax at 20%, 10% and 7.5% P=991,134 P=813,187 P=672,123MCIT at 2% 292,860 221,523 182,501RCIT at 30% 18,358 17,488 22,425

1,302,352 1,052,198 877,049Deferred tax expense (benefit) relating to origination and reversal of temporary

differences (1,232,987) (1,166,440) (673,926)

P=69,365 (P=114,242) P=203,123

Reported in other comprehensive

income

Deferred tax expense (benefit) relating to origination and

reversal of actuarial gains orlosses (P=176,630) (P=100,856) P=69,718

The reconciliation of the statutory income tax rate and the effective income tax rate follows:

Group

2020 2019 2018

Statutory income tax rate 30.00% 30.00% 30.00%Adjustment for income subjected to

lower income tax rates (3.04) (3.13) (3.48)Tax effects of:

FCDU income before tax (15.04) (24.17) (13.66)Non-taxable income (17.04) (5.64) (8.27)Non-deductible expenses 5.77 2.86 5.84Others 5.69 3.48 3.49

Effective income tax rate 6.34% 3.40% 13.92%

Parent Bank

2020 2019 2018

Statutory income tax rate 30.00% 30.00% 30.00%Adjustment for income subjected to

lower income tax rates (2.94) (2.45) (3.38)Tax effects of:

FCDU income before tax (16.38) (25.18) (15.38)Non-taxable income (18.56) (5.69) (9.15)Non-deductible expenses 5.69 2.82 6.08Others 2.80 (0.31) (3.73)

Effective income tax rate 0.61% (0.81%) 4.44%


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The components of the net deferred tax assets presented under Other resources (see Note 19) asof December 31, 2020, and 2019 follow:

Group

2020 2019

Deferred tax assets:Allowance for credit losses P=3,128,789 P=2,186,535Net operating loss carry over (NOLCO) 1,285,608 720,386Accrued other expenses 883,613 824,916Excess MCIT 528,488 550,535Deferred service fees 411,482 494,571Unrealized foreign exchange loss 399,795 521,160Investment properties 319,366 293,319Others 990,050 645,074

7,947,191 6,236,496

Deferred tax liabilities:Unrealized foreign exchange gain 377,630 510,600Capitalized interest 27,456 28,554Others 88,525 53,484

493,611 592,638

Net deferred tax assets P=7,453,580 P=5,643,858

Parent Bank

2020 2019

Deferred tax assets:Allowance for credit losses P=2,542,622 P=1,966,291Net operating loss carry-over (NOLCO) 1,273,912 714,314Accrued other expenses 830,886 753,705Excess MCIT 514,383 545,953Unrealized foreign exchange loss 394,868 521,160Investment properties 303,195 282,578Others 830,484 630,368

6,690,350 5,414,369

Deferred tax liabilities:Unrealized foreign exchange gain 377,630 509,550Capitalized interest 27,456 28,554Others 28,968 28,940

434,054 567,044

Net deferred tax assets P=6,256,296 P=4,847,325

Other deferred tax asset includes post-retirement obligation and other future deductible items.

In 2020, 2019 and 2018, the Parent Bank incurred MCIT amounting to P=292,860, P=221,523 andP=182,501, respectively, that can be applied against regular corporate income tax liability for thenext three consecutive years after the MCIT was incurred.


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The Parent Bank also incurred NOLCO in 2020 amounting to P=1.87 billion which can be carriedover as a deduction from gross income for the next five consecutive taxable years from the year itwas incurred pursuant to Revenue Regulations No. 25-2020 (RR 25-2020), implementing Section4(bbbb) of Republic Act No. 11494 or the Bayanihan to Recover as One Act. In 2019 and 2018,the Parent Bank likewise incurred NOLCO amounting to P=1.74 billion and P=644.23 million,respectively, which can be carried over as a deduction from gross income for the next threeconsecutive taxable years from the year it was incurred.

NOLCO inventory under RR 25-2020:

Year Incurred NOLCO Amount Expiry Year

2020 P=1,865,326 2025

Relevant Tax RegulationsThe Republic Act 10963, The Tax Reform for Acceleration and Inclusion (TRAIN), is the firstpackage of the comprehensive tax reform program envisioned by the government. The bill wassigned into law on December 19, 2017 and took effect on January 1, 2018, amending the oldPhilippine tax system.

Except for resident foreign corporations, which is still subject to the existing rate of 7.5%, tax oninterest income of foreign currency deposits was increased to 15% under TRAIN. Documentarystamp tax on bank checks, drafts, certificate of deposit not bearing interest, all debt instruments,bills of exchange, letters of credit, mortgages, deeds and others are now subjected to a higherrate.

The following are the relevant tax regulations affecting the Group:

Income Tax

(a) MCIT, computed at 2% gross income, net of allowable deductions as defined under the taxregulations, or to RCIT of 30%, whichever is higher;

(b) FCDU transactions with non-residents of the Philippines and other offshore banking units(offshore income) are tax-exempt, while interest income on foreign currency loans fromresidents other than offshore banking units (OBUs) or other depository banks under theexpanded system is subject to 10% income tax;

(c) Withholding tax of 7.5% is imposed on interest earned by resident foreign corporations(RFCs) under the expanded foreign currency deposit system, while withholding tax of 15% isimposed on interest earned by residents other than RFCs; and,

(d) NOLCO can be claimed as deductions against taxable income within three years afterNOLCO is incurred. The excess of the MCIT over income tax due may be carried over to thethree succeeding taxable years and credited against income tax due provided the company isin RCIT position. On September 30, 2020, the BIR issued Revenue Regulations No. 25-2020implementing Section 4(bbbb) of Bayanihan to Recover as One Act which states that theNOLCO incurred for taxable years 2020 and 2021 can be carried over and claimed as adeduction from gross income for the next five (5) consecutive taxable years immediatelyfollowing the year of such loss.

Gross Receipts Tax

Banks are subject to gross receipts tax under Sec. 121 of the National Internal Revenue Code asamended.


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Documentary Stamp Tax

Documentary stamp taxes (DST) (at varying rates) are imposed on the following:(a) Bank checks, drafts, or certificate of deposit not bearing interest, and other instruments;(b) Bonds, loan agreements, promissory notes, bills of exchange, drafts, instruments and

securities issued by the Government of any of its instrumentalities, deposit substitute debtinstruments, certificates of deposits bearing interest and other not payable on sight ordemand;

(c) Acceptance of bills of exchange and letters of credit; and,(d) Bills of lading or receipt.

The significant provisions relating to DST under TRAIN are summarized below:(a) On every original issue of debt instruments, there shall be collected a DST of 1.50 on each

200 or fractional part thereof of the issue price of any such debt instrument; provided, that forsuch debt instruments with terms of less than one year, the DST to be collected shall be of aproportional amount in accordance with the ratio of its term in number of days to 365 days;provided further that only one DST shall be imposed on either loan agreement or promissorynotes to secure such loan.

(b) On all sales or transfer of shares or certificates of stock in any corporation, there shall becollected a DST of 1.50 on each 200, or fractional part thereof, of the par value of such stock.

(c) On all bills of exchange (between points within the Philippines) or drafts, there shall becollected a DST of 0.60 on each 200, or fractional part thereof, of the face value of any suchbill of exchange or draft.

(d) The following instruments, documents and papers shall be exempt from DST:

Borrowings and lending of securities executed under the Securities Borrowing andLending Program of a registered exchange, or in accordance with regulations prescribedby the appropriate regulatory authority;

Loan agreements or promissory notes, the aggregate of which does not exceed 250,000or any such amount as may be determined by the Secretary of Finance, executed by anindividual for his purchase on installment for his personal use;

Sale, barter or exchange of shares of stock listed and traded through the local stockexchange (as amended by RA No. 9648);

Fixed income and other securities traded in the secondary market or through anexchange;

Derivatives including repurchase agreements and reverse repurchase agreements;

Bank deposit accounts without a fixed term or maturity; and,

Interbank call loans with maturity of not more than seven days to cover deficiency inreserve against deposit liabilities.

Itemized DeductionIn 2020, 2019 and 2018, the Parent Bank opted to claim itemized deductions.

Trust Operations - 144 -

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31. Trust Operations

The following securities and other properties held by the Parent Bank in fiduciary or agencycapacity (for a fee) for its customers are not included in the accompanying statement of financialposition since these are not properties of the Parent Bank.

2020 2019

Investments P=69,674,637 P=49,480,781Others 4,794,912 4,839,637

P=74,469,549 P=54,320,418

In compliance with the requirements of the General Banking Act relative to the Parent Bank’strust functions:

(a) Investment in government securities with a total face value of P=800,000 and P=650,000 as ofDecember 31, 2020 and 2019, respectively, are deposited with BSP as security for the ParentBank’s faithful compliance with its fiduciary obligations (see Note 12); and,

(b) Ten percent of the Parent Bank’s trust income is transferred to Surplus reserves. This yearlytransfer is required until the surplus reserves for trust function is equivalent to 20% of theParent Bank’s authorized capital stock. No part of such reserves shall at anytime be paid outas dividends, but losses accruing in the course of business may be charged against suchsurplus. As of December 31, 2020 and 2019, the reserve for trust functions amounted toP=280,961 and P=263,834, respectively, and is included as part of Surplus reserves in thestatements of financial position (see Note 25).

Income from trust operations of the Group amounted to P=171,271, P=160,929 and P=156,524 in2020, 2019 and 2018, respectively. Income from trust operations of the Parent Bank amounted toP=171,271, P=161,078 and P=156,524 in 2020, 2019 and 2018, respectively. These are shown asIncome from trust operations account under Miscellaneous income in the statements of income(see Note 28).

Related Party Transactions - 145 -

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32. Related Party Transactions

The Group’s and Parent Bank’s related parties include subsidiaries, stockholders, keymanagement personnel and others as described below.

The summary of the Group’s significant transactions with its related parties as of and for theyears ended December 31, 2020 and 2019 are as follows:

2020 2019

Related Party CategoryAmount

of Transaction

Outstanding

Balance

Amountof Transaction

OutstandingBalance Terms and Conditions/Nature

Applicable to the Parent Bank

Subsidiaries

Lease of properties:Lease income P=30,017 P=− P=22,062 P=− Lease renewed every 5 years

with 5% escalation rateRefundable deposits 4,853 4,853 − −

Management services 19,027 − 68,181 −

Project management fee,management services,commission and service

charges paid to/by subsidiaries

Trust fee income 3,040

−149

− Trust fees earned fromsubsidiaries

Deposit liabilities:

Outstanding balance − 1,422,254 − 1,195,155

With interest rate based onaverage daily bank deposit rate.

Net movements 227,099 − 406,671 −

Interest expense on deposits 5,025 − 7,611 −

Interbank borrowing

Net movements 55,000 − −Short term borrowing with

annual fixed rate ranging from3.34 to 3.78 and from 3.90% to5.25% in 2020 and 2019,

respectively. No outstandingbalances as of 2020 and 2019.

Interest expense 8,529 − 112,082 −Advances:

Outstanding balance − 16,295 − 49,175Various expenses advanced bythe Bank

Net movements (32,880) − 31,469 −

Other liabilities − 11,757 − 6,037

Various expenses and variablefee for credit card transactions

and security deposits paid

Applicable to the Group and the

Parent Bank

Stockholders and related parties

under common ownership

Deposit liabilities:Outstanding balance − 6,286,620 − 6,116,433 With interest rate based on

average daily bank deposit rateNet movements 170,187 − (2,192,934) −Interest expense on deposits 68,676 − 216,652 −

Bills payable:Outstanding balance − 13,897 − 1,077,077 Short term liabilities with

annual fixed rate of 2.80% to

6.75%

Net movements (1,063,180) − (7,516,797) −Interest expense 150,539 − 230,836 −

Income from bancassurance

business:

Commission income 148,338 − 164,507 −

Income recognized on sale ofinsurance policies in

accordance with thebancassurance agreement.


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2020 2019

Related Party CategoryAmount

of Transaction

Outstanding

Balance


OutstandingBalance Terms and Conditions/Nature

Unearned income P=− P=733,333 P=− P=733,333

Unearned income fromExclusive Access Fees arisingfrom the bancassurance

agreement

Loans receivable 11,016 11,016 13,200 13,200Secured borrowings withannual interest rate of 9.0%

Key management personnel 2,213,938 − 1,826,566 −Employee benefits related to

key management personnel.Directors, officers and other

related interests:

Loans 538,888 538,888 483,623 483,623

Employee fringe benefit loanswith annual fixed interest ratefrom 0.00% to 6.01% in 2020

and 0.00% to 8.00% in 2019

Accounts receivable 121,730 121,730 116,480 116,480Fringe benefits related toemployee cars and laptop lease.

Bills purchased:Outstanding balance − − − − Short term receivablesNet movements − − (16,196) −

Others 10,514 − 10,514 − Standby LCs

Outstanding receivables from and payables to related parties, if any, arising from lease ofproperties, management services and advances are unsecured, noninterest-bearing and generallysettled in cash within 12 months or upon demand.

The Parent Bank and its subsidiaries’ retirement plans have transactions directly and indirectlywith the Parent Bank as of December 31, 2020 and 2019 as follows:

2020 2019

Amount

of Transaction

Outstanding

Balance


OutstandingBalance

Investment in Parent Bank shares P=31,985 P=186,210 (P=50,019) P=154,225Investments in Parent Bank notes payable:

Outstanding balance − 444,099 − 199,000Net movements 245,099 − 95,100 −Interest income 37,007 − 6,415 −Accrued interest income − 3,987 − 1,515

Deposit liabilities:Outstanding balance − 353,597 − 342,410Net movements 11,188 − (156,193) −Interest income on deposits 13,676 − 10,159 −

Dividend income 9,064 − 4,921 −

Lease of PropertiesIn February 2014, the Parent Bank entered into a lease agreement with UIC, whereby the latter,as a lessee, leases one of the Parent Bank’s investment properties for a period of five years. InOctober 2019, the lease agreement was amended to lessen the location of UIC’s leased premisesupon the renewal of the lease agreement. UIC pays the Parent Bank a monthly rent of P=109 with5% annual escalation rate, exclusive of VAT.

CSB leases certain investment properties with the Parent Bank with lease term covering fiveyears. CSB pays the Parent Bank a fixed monthly rent for its leases with 5% annual escalationrate. In May 2020, CSB renewed one of its lease agreements for another five years.

In June 2019, the Parent Bank entered into a lease agreement with UBX for a period of fiveyears. UBX pays the Parent Bank a fixed monthly rent with 5% annual escalation rate.


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Management ServicesThe Parent Bank entered into a sales management agreement with FUDC whereby the latter sellsUnionBank Visa Credit Cards through its direct selling network. In July 2019, the agreementwas amended to pay a fixed monthly service fee of P=5.6 million plus fixed commission perapproved principal credit card (net of applicable taxes and service charges).

In September 2020, the terms of the service agreement were amended to expand the scope ofwork and services to be provided by FUDC. This also amended the terms to set a fixed monthlyservice fee of P=1.1 million, variable fees per sales officer and fixed commission per approvedcard (net of all applicable taxes).

The Parent Bank paid a fixed monthly service fee of P=4,123 until June 2019 and in 2018 (net ofapplicable taxes and service charges) plus fixed commission per approved principal card.

Deposit Liabilities and Interest ExpenseThe deposit accounts of subsidiaries and stockholders with the Parent Bank generally earninterest based on daily bank deposit rates.

AdvancesThe Parent Bank also has advances to CSB, FUDC, FUIFAI and UBX as of December 31, 2020and 2019. These are generally settled in cash upon demand.

Bills Payable and Interest ExpenseIn 2017, CSB availed of a loan with Aboitiz Foundation, Inc., a related party, amounting toP=74,000 which is payable in five years and bears an annual interest rate of 4.5%. Thisborrowing had an outstanding balance of P=73,953 (net of unamortized debt issue costs) as ofDecember 31, 2019. This was paid in full in 2020. In 2020, CSB availed of a loan with AboitizFoundation, Inc., amounting to P=14,000 which is payable in five years and bears an annualinterest rate of 4.0%. This borrowing had an outstanding balance of P=13,895 (net of unamortizeddebt issue costs) as of December 31, 2020.

In 2019, CSB availed of short-term borrowings from Aboitiz Power Corporation, related partyunder common ownership, amounting to P=1,003,124. This was subsequently paid in thefollowing month.

In 2020, CSB availed of short-term borrowings from AEVI, Aboitiz Power Corporation andAboitiz and Co., Inc., related parties under common ownership, amounting to P=5,727,803,P=13,441,672 and P=12,261,539, respectively. Payments during the year amounted to P=26,212,610.

Bancassurance AgreementOn January 27, 2017, the Parent Bank and its subsidiary, CSB, entered into a bancassurancepartnership (the Agreement) with Insular Life Assurance Company, Ltd. (Insular Life). Underthe Agreement, Insular Life paid the Parent Bank an amount representing Exclusive Access Fee(EAF) with a term of 15 years. In the event that the cumulative annualized premium earned(APE) sold during the first five year period is less than the agreed minimum amount, the ParentBank shall refund the proportion of EAF that equals the proportion by which the cumulative APEis less the minimum amount. EAF recognized for 2018 is presented as Income frombancassurance business under Miscellaneous Income account in the statements of income.Unearned income arising from this transaction is presented as part of Miscellaneous under Otherliabilities account in the statements of financial position (see Note 24).


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Under the distribution agreement, Insular Life will have exclusive access to the branch networkof the Parent Bank and CSB. Additionally, the Parent Bank’s sales force, composed ofrelationship managers and financial advisors, shall be trained and licensed to sell life insuranceproducts. Under the same Agreement, the Parent Bank shall earn commissions on all insurancepolicies sold by the Parent Bank. Commissions earned for the years ended December 31, 2020and 2019 are presented as part of Others under Service charges, fees and commissions account inthe statements of income (see Note 27).

Key Management Personnel CompensationThe compensation of key management personnel for the Group and Parent Bank follows:

Group

2020 2019 2018

Short-term benefits P=2,097,510 P=1,729,322 P=1,673,823Post-employment benefits 103,265 70,011 115,052Other long-term benefits 13,163 27,233 72,152

P=2,213,938 P=1,826,566 P=1,861,027

Parent Bank

2020 2019 2018

Short-term benefits P=1,783,964 P=1,466,293 P=1,486,828Post-employment benefits 87,882 58,879 103,092Other long-term benefits 7,786 21,306 72,140

P=1,879,632 P=1,546,478 P=1,662,060

Directors’ fees incurred by the Group amounted to P=91,830, P=80,948 and P=75,800 in 2020, 2019and 2018, respectively, and by the Parent Bank amounted to P=80,010, P=69,274 and P=66,672 in2020, 2019 and 2018, respectively, and are included as part of Salaries and employee benefitsaccount in the statements of income.

Loans and Other TransactionsIn the ordinary course of business, the Group has loans, deposits and other transactions with itsrelated parties and with certain DOSRI. Under the Group’s existing policies, these transactionsare made substantially on the same terms and conditions as transactions with other individualsand businesses of comparable risks. The amount of individual loans to DOSRI, of which 70%must be secured, should not exceed the amount of the deposit and book value of their investmentin the Group. In the aggregate, loans to DOSRI generally should not exceed the total equity or15% of the total loan portfolio of the Group, whichever is lower.

The following additional information is presented relative to DOSRI loans:

Group Parent Bank

2020 2019 2020 2019

Total DOSRI loans* P=549,904 P=496,823 P=430,097 P=411,452Unsecured DOSRI loans* 201,038 150,080 106,837 79,275% of DOSRI loans to total loan portfolio 0.17% 0.14% 0.16% 0.14%% of unsecured DOSRI loans

to total DOSRI loans* –% –% –% –%% of past due DOSRI loans

to total DOSRI loans –% –% –% –%% of non-accruing DOSRI accounts to total

DOSRI loans –% –% –% –%

*Total DOSRI loans and Unsecured DOSRI loans include fringe benefits that are excluded in determining the compliance with the

individual ceiling under subsection X330.1 of the MORB.

On January 31, 2007, BSP issued Circular No. 560 which provides the rules and regulations thatgovern loans, other credit accommodations and guarantees granted to subsidiaries and affiliates


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of banks and quasi-banks. Under the said circular, the total outstanding exposures to each of theParent Bank’s subsidiaries and affiliates shall not exceed 10% of bank’s net worth, the unsecuredportion of which shall not exceed 5% of such net worth. Further, the total outstanding exposuresto subsidiaries and affiliates shall not exceed 20% of the net worth of the lending bank.

Transactions with the Retirement PlanThe retirement fund of the Group covered under defined benefit post-employment planmaintained for qualified employees is administered by the Retirement Committee. The membersof the Retirement Committee are Senior Executives and officers of the Parent Bank as approvedby the Chairman/Chief Executive Officer. Through its Retirement Committee, it has appointedTISG as the trustee for the retirement fund which is covered by trust agreements.

The composition of the retirement plan assets of the Parent Bank and its subsidiaries as ofDecember 31, 2020 and 2019 are the following:

Group Parent Bank

2020 2019 2020 2019

Investments in:Equity securities P=1,885,839 P=1,562,515 P=1,552,295 P=1,333,468Debt securities 1,601,002 1,353,098 1,446,223 1,223,666

Bank deposits 446,015 535,718 429,185 391,269Others 17,847 121,208 16,510 64,269

P=3,950,703 P=3,572,539 P=3,444,213 P=3,012,672

As of December 31, 2020 and 2019, the carrying value of the fund is equivalent to its fair value.

The retirement fund of the Group includes investments in shares of stock and notes payable ofthe Parent Bank amounting to P=186,210 and P=444,099, respectively, as of December 31, 2020and P=154,225 and P=199,000, respectively, as of December 31, 2019. The investment in ParentBank shares are primarily held for re-sale and the Group’s retirement fund does not intend toexercise its voting rights over those shares. The terms of the investment in notes payable arediscussed in Note 23.

The combined retirement fund of the Group and the retirement funds of the Parent Bank havedeposits with the Parent Bank amounting to P=353,597 and P=337,553, respectively, as ofDecember 31, 2020 and P=342,409 and P=319,473, respectively, as of December 31, 2019.

The related dividend income and interest income amounted to P=9,064 and P=37,007, respectively,in 2020, P=4,921 and P=16,574, respectively, in 2019, and P=110 and P=18,608, respectively, in 2018.

Group Health Insurance from a Related PartyThe Parent Bank entered into a contract with Insular Life for its group health insurance. Thegroup health insurance package covering October 2019 to December 2020 amounted toP=123,190 and the group health insurance package covering October 2018 to September 2019amounted to P=110,650.

Receivable from Kingswood ProjectUIC acts as the project and fund manager of Kingswood Project. As fund manager, UIC isresponsible for the treasury and money management as well as arranging the necessary facilitiesand accounting for the development of the project. UIC also receives a certain percentage of thesales price related to Kingswood Project as sales commission and to compensate for themarketing expenses incurred. As of December 31, 2020 and December 31, 2019, the receivableof UIC from Kingswood Project amounted to P=31.45 million and P=34.79 million, respectively.

Earnings Per Share and

Commitments and Contingent Liabilities - 150 -

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33. Earnings Per Share

In 2020, 2019 and 2018, the Group and the Parent Bank have no outstanding potentially dilutivesecurities, hence, basic earnings per share are equal to diluted earnings per share. The basic anddiluted earnings per share were computed as follows:

Group

2020 2019 2018

Net profit attributable to ParentBank’s stockholders P=11,553,430 P=14,026,128 P=6,875,587

Divided by the weighted averagenumber of outstandingcommon shares (thousands) 1,218,400 1,217,605 1,098,045

Basic and diluted earningsper share P=9.48 P=11.52 P=6.26

Parent Bank

2020 2019 2018

Net profit P=11,263,423 P=14,026,120 P=6,784,670Divided by the weighted average

number of outstandingcommon shares (thousands) 1,218,400 1,217,605 1,098,045

Basic and diluted earningsper share P=9.24 P=11.52 P=6.18

34. Commitments and Contingent Liabilities

LeasesGroup as LesseeThe Parent Bank leases various branch premises for an average period of seven years. The leasecontracts are cancellable upon mutual agreement of the parties or renewable at the Parent Bank’soption under certain terms and conditions. Various lease contracts include escalation clauses,most of which bear an annual rent increase of 5%. Some leases include a clause to enableadjustment of the rental charge on an annual basis based on prevailing market rates. As ofDecember 31, 2020 and 2019, the Parent Bank has neither a contingent rent payable nor an assetrestoration obligation in relation with these lease agreements.

Shown below is the maturity analysis of the undiscounted lease payments as of December 31,2020 and 2019 as required by PFRS 16:

Group Parent Bank

2020 2019 2020 2019

1 year or less P=515,081 P=489,440 P=413,646 438,554more than 1 years to 2 years 385,692 360,514 320,727 332,086more than 2 years to 3 years 270,194 251,408 238,370 237,076more than 3 years to 4 years 136,626 153,517 126,699 150,381more than 5 years 54,139 44,460 30,461 44,291

Commitments and Contingent Liabilities - 151 -

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The following are the amounts recognized in profit or loss for the years ended December 31,2020 and 2019:

Group Parent Bank

2020 2019 2020 2019

Amortization expense of ROU assets(Note 16) P=521,521 P=504,841 P=438,311 P=403,550

Interest expense on lease liabilities 71,592 99,471 67,705 74,717Expenses relating to short term – leases 231,821 260,012 133,720 139,243

Total amount recognized in profit or loss P=824,934 P=864,324 P=639,736 P=617,510

Rentals charged against current operations included as part of Occupancy account in thestatements of income amounted to P=664,291 and P=525,146 in 2018 for the Group and ParentBank, respectively.

Group as LessorThe Group has entered into commercial property leases on the Group’s surplus offices. Thesenon-cancellable leases have remaining non-cancellable lease terms of one to four years.

Total rent income earned included under Miscellaneous income account in the statements ofincome (see Note 28) by the Group and the Parent Bank for the years ended December 31, 2020,2019 and 2018 are as follows:

2020 2019 2018

Group P=154,077 P=163,730 P=160,713Parent Bank 164,177 165,523 156,276

The estimated minimum future annual rentals receivable under non-cancellable operating leasesfollows:

Group

2020 2019

Within one year P=97,880 P=171,122Beyond one year but within five years 145,439 272,084Beyond five years – 77,977

P=243,319 P=521,183

Parent Bank

2020 2019

Within one year P=92,196 P=152,687Beyond one year but within five years 134,932 313,277

P=227,128 P=465,964

OthersIn the normal course of the Group’s operations, there are various outstanding commitments andcontingent liabilities such as guarantees, commitments to extend credit, which are not reflected inthe accompanying financial statements. The Group recognizes in its books any losses andliabilities incurred in the course of its operations as soon as these become determinable andquantifiable. Management believes that, as of December 31, 2020, no additional material lossesor liabilities are required to be recognized in the accompanying financial statements as a result ofthe above commitments and transactions.

There are several suits, assessments or notices and claims that remain unsettled. Managementbelieves, based on the opinion of its legal counsels, that the ultimate outcome of such suits,assessments and claims will not have a material effect on the Group’s and the Parent Bank’sfinancial position and results of operations.

Notes to the Statements of Cash Flows - 152 -

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35. Notes to the Statements of Cash Flows

Presented below is the supplemental information on the Group’s and the Parent Bank’s liabilitiesarising from financing activities:

Group

LTNCD Bills Payable

Notes and Bonds

Payable

Lease

Liabilities Total

Balances at January 1, 2020 P=3,000,000 P=105,087,722 P=49,331,506 P=1,337,296 P=158,756,524

Cash flows from financing activities:

Additions − 558,732,399 33,135,900 392,602 592,260,901

Repayment of borrowings − (609,512,421) (21,171,857) (613,498) (631,297,776)

Effect of business combination − − − 22,933 22,933

Non-cash financing activities: Effects of foreign exchange rate

changes − (84,157) (1,360,890) − (1,445,047)

Amortization of debt issue costsand accretion of interest − − (81,003) 80,251 (752)

Balances as of December 31, 2020 P=3,000,000 P=54,223,543 P=59,853,656 P=1,219,584 P=118,296,783

Group

LTNCD Bills Payable

Notes and Bonds

Payable

Lease

Liabilities Total

Balances at January 1, 2019 P=6,000,000 P=90,964,473 P=44,522,066 P=− P=141,486,539Cash flows from financing activities:

Additions − 2,305,932,334 9,199,139 524,954 2,315,656,427Repayment of borrowings (3,000,000) (2,291,736,846) (3,426,766) (534,042) (2,298,697,654)

Non-cash financing activities:

Adoption of PFRS 16 − − − 1,246,913 1,246,913 Effects of foreign exchange rate

changes − (72,239) (981,678) − (1,053,917)

Amortization of debt issue costsand accretion of interest − − 18,745 99,471 118,216


Parent Bank

LTNCD Bills Payable

Notes and Bonds

Payable

Lease

Liabilities Total

Balances at January 1, 2020 P=3,000,000 P=92,149,256 P=49,182,061 P=1,064,941 P=145,396,258

Cash flows from financing activities:Additions − 507,779,097 30,206,900 348,608 538,334,605

Repayment of borrowings − (565,341,774) (18,200,000) (477,197) (584,018,971)

Non-cash financing activities: Effects of foreign exchange rate

changes − (84,157) (1,360,890) − (1,445,047)

Amortization of debt issue costsand accretion of interest − − (81,215) 67,705 (13,510)


Parent Bank

LTNCD Bills Payable

Notes and Bonds

Payable

Lease

Liabilities Total

Balances at January 1, 2019 P=6,000,000 P=64,723,631 P=44,335,260 P=− P=115,058,891Cash flows from financing activities:

Additions − 2,263,433,630 5,800,000 418,540 2,269,652,170Repayment of borrowings (3,000,000) (2,235,935,766) − (426,711) (2,239,362,477)

Non-cash financing activities:

Adoption of PFRS 16 − − − 998,394 998,394 Effects of foreign exchange rate

changes − (72,239) (972,500) − (1,044,739)

Amortization of debt issue costsand accretion of interest − − 19,301 74,718 94,019


Notes to the Statements of Cash Flows and

Events After the End of the Reporting Period - 153 -

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Non-cash investing activities of the Group for the period ended December 31, 2020 and 2019include additions to investment properties in settlement of loans and receivables amounting toP=201,247 million and P=231.90 million, respectively, and disposals of properties with carryingvalues of P=167.73 million and P=54.76 million, respectively, through sales contract receivables.

36. Events After the End of the Reporting Period

Dividend DeclarationOn January 29, 2021, the Parent Bank’s BOD approved the declaration of cash dividends atP=3.50 per share or a total of P=4,267,770 based on the outstanding common stock of 1,219,363shares as of January 29, 2021. Record date for stockholders entitled to the cash dividend isFebruary 15, 2021 and payment is expected to be made on March 4, 2021.

Employee Stock PlanOn January 29, 2021, the Parent Bank issued 891,351 common shares to qualified employeesunder the Parent Bank’s Employee Stock Plan.

Establishment of Sustainable Finance FrameworkSubsequent to December 31, 2020, the Parent Bank has established its Sustainable FinanceFramework (SFF). The SFF reinforces the Parent Bank’s commitment to sustainabledevelopment, focusing on People, Planet and Purpose, while managing risks and opportunities ofa changing world. Said framework is one of the key requirements of BSP Circular 1085mandating Philippine banks to set up a sustainable finance program that will further enable theenvironmental, social, and governance (ESG) mechanisms of banks.

Sustainalytics, a leading independent global provider of ESG research and ratings completed areview of the SFF and issued a second party opinion indicating that the Parent Bank's SFF isaligned with relevant global sustainability principles and standards referenced therein.

Citigroup served as Structuring Advisor to the Parent Bank for the SFF.

Approval by the Securities and Exchange Commission of the Amendments to By-LawsOn February 16, 2021, the Securities and Exchange Commission has approved the Parent Bank’sapplication for the amendment of Articles II, IV and V of its By-Laws. Part of the amendmentsis date of the Annual Meeting of the Parent Bank which will be moved to an earlier date (fromfourth Friday of the month of May to fourth Friday of the month of April).

Subsequent Sales of Investments at amortized costSubsequent to December 31, 2020, the Parent Bank sold securities in its FCDU portfolioclassified as investment securities at amortized cost with carrying amount of P=26.83 billionwhich resulted in a gain of P=5.94 billion. The sales were made to shorten the duration of financialassets and further reduce interest rate risk of the Parent Bank as a necessary response to thecurrent and expected changes in market conditions brought about by continuing impact of theCOVID-19 pandemic, which the Parent Bank assessed to have significant impact on itsoperations.

Supplementary Information Required Under BSP Circular 1074 - 154 -

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37. Supplementary Information Required Under BSP Circular 1074

Presented below is the supplementary information required by the BSP under BSP Circular 1074.

Basic quantitative indicators of financial performance

Group 2020 2019 2018

Return on average capital funds:

Net profit11.5% 15.3% 8.8%

Average total capital funds*

Return on average resources:

Net profit 1.5% 1.9% 1.1%

Average total resources*

Net interest margin:

Net interest income 4.7% 3.6% 3.7%

Average interest-earning resources*

Liquidity ratio:

Current Assets 56.3% 56.4% 42.5%

Current Liabilities

Debt-to-equity ratio:

Liabilities 6.4:1 6.9:1 6.7:1

Equity

Asset-to-equity ratio:

Asset 7.4:1 7.9:1 7.7:1

Equity

Interest rate coverage ratio:

Earnings before interestsand taxes 2.2:1 1.9:1 1.7:1

Interest expense*Average amount is calculated based on current year-end and previous year-end balances


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Parent Bank 2020 2019 2018

Return on average capital funds:

Net profit 11.1% 15.3% 8.7%

Average total capital funds*

Return on average resources:

Net profit 1.6% 2.2% 1.2%

Average total resources*

Net interest margin:

Net interest income 4.0% 3.1% 3.0%

Average interest-earning resources*

Liquidity ratio:

Current Assets 55.4% 53.9% 41.9%

Current Liabilities

Debt-to-equity ratio:

Liabilities 5.6:1 6.2:1 5.9:1

Equity

Asset-to-equity ratio:

Asset 6.6:1 7.2:1 6.9:1

Equity

Interest rate coverage ratio:

Earnings before interestsand taxes 2.5:1 2.1:1 1.8:1

Interest expense*Average amount is calculated based on current year-end and previous year-end balances

Capital instruments issuedThe Parent Bank’s capital instruments consist of the following:

Capital stock

As of December 31, 2020 and 2019, the Parent Bank has outstanding capital stock shown below(peso amounts in thousands):

Shares Amounts

2020 2019 2020 2019

Common – P=10 par valueAuthorized 1,311,422,420 1,311,422,420 P=13,114,224 P=13,114,224Issued and outstanding 1,218,471,467 1,217,609,561 12,184,715 12,176,096

Preferred – P=100 par value, non-voting Authorized 100,000,000 100,000,000 P=10,000,000 P=10,000,000

Issued and outstanding – – – –


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The Basel III-compliant Unsecured Subordinated Tier 2 Notes were issued by the Parent Bankunder its BSP-approved issuance of ₱20.0 Billion Unsecured Subordinated Notes Qualifying asTier 2 Capital.

Unless the Notes are previously redeemed, the Initial Interest Rate will be reset at the equivalentof the Initial Spread per annum plus the Benchmark as of Reset Date as defined in the Termsand Conditions of the Notes. Subject to certain conditions, the BSP Guidelines, and the Termsand Conditions, the Parent Bank may redeem the Notes in whole and not only in part on theRedemption Option Date at 100% of the face value of the Notes, plus accrued and unpaidinterest as of but excluding the Redemption Option Date.

The Notes have a loss absorption feature which means the Notes are subject to a Non-ViabilityWrite-Down in case of a Non- Viability Trigger Event. A Non-Viability Trigger Event isdeemed to have occurred when the Issuer is considered non-viable as determined by the BSP.

The Tier II Notes constitute a direct, unconditional, fixed, unsecured and subordinatedobligation of the Bank. Claims in respect of the Tier II Notes will rank: (a) junior to the claimsof holders of all deposits and general creditors of the Bank; (b) pari passu with obligations ofthe Bank that are, expressly or by applicable laws, subordinated so as to rank pari passu withclaims in respect of securities constituting “Tier 2” capital of the Bank; and (c) senior to (i) theclaims for payment of any obligation that, expressly or by applicable law, is subordinated to theTier II Notes, (ii) the claims in respect of securities constituting “Tier 1” capital of the Bank,and (iii) the rights and claims of holders of equity shares of the Bank.


The P=7.2 Billion Unsecured Subordinated Tier 2 Notes were issued with a loss absorptionfeature, which means the Notes were subject to a non-viability write-down in case of a non-viability trigger event.

The Notes constitute direct, unconditional, unsecured and subordinated obligations of the ParentBank and shall at all times rank pari passu and without any preference among themselves.

On February 20, 2020, the Parent Bank exercised its Voluntary Redemption Option to earlyredeem the Notes in accordance with its Terms and Conditions.

Concentration of credit exposuresAn analysis of concentrations of credit risk for loans and other receivables and investmentsecurities (grossed up for any allowance for credit losses and unearned discounts) of the Groupand the Parent Bank by industry and by geographic location as of December 31, 2020 and 2019 isshown below (amounts in thousands):

Group

2020

Loans and Other Receivables

Trading and

Investment

Amount % Securities Total

Concentration by industry

Real estate activities P=73,062,424 20.72 P=7,554,184 P=80,616,608

Financial and insurance activities 58,326,035 16.54 320,993,329 379,319,364

Information and communication 38,844,291 11.02 – 38,844,291

(Forward)


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Group

2020

Loans and Other Receivables

Trading and

Investment


Wholesale and retail trade, repair ofmotor vehicles P=26,265,571 7.45 P=– P=26,265,571

Electricity, gas steam and air conditioning supply 18,299,725 5.19 28,535,139 46,834,864

Manufacturing 11,720,242 3.32 – 11,720,242

Accommodation and food service activities 1,663,091 0.47 – 1,663,091

Transportation and storage 11,891,455 3.37 745,580 12,637,035

Activities of households as employers andundifferentiated goods and services

2,950,691 0.84 – 2,950,691

Construction 10,158,902 2.88 – 10,158,902

Other service activities 7,986,955 2.27 – 7,986,955

Agriculture, forestry and fishing 2,553,855 0.72 – 2,553,855

Professional, scientific and technical activities 538,980 0.15 – 538,980

Arts, entertainment and recreation 12,730,967 3.61 – 12,730,967

Others 75,590,735 21.44 4,653,837 80,244,572

P=352,583,919 100.00 P=362,482,069 P=715,065,988

Concentration by location

Philippines P=351,318,265 99.67 P=217,694,681 P=569,012,946

Others - Asia 703,182 0.20 51,574,765 52,277,947

South America 213,281 0.07 13,900,473 14,113,754

North America 275,925 0.05 7,890,150 8,166,075

United States 43,041 0.01 67,977,986 68,021,027

Europe 30,225 – 3,444,014 3,474,239

P=352,583,919 100.00 P=362,482,069 P=715,065,988

Group

2019

Loans and Other ReceivablesTrading andInvestment



Real estate activities P=69,744,416 17.34 P=606,797 P=70,351,213Financial and insurance activities 46,768,436 11.63 136,551,897 183,320,333Information and communication 44,788,932 11.14 – 44,788,932Wholesale and retail trade, repair of

motor vehicles 27,242,887 6.77 136 27,243,023Electricity, gas steam and air conditioning supply 21,198,130 5.27 31,866,652 53,064,782Manufacturing 22,211,189 5.52 952 22,212,141Accommodation and food service activities 1,294,820 0.32 – 1,294,820Transportation and storage 16,232,252 4.04 – 16,232,252Activities of households as employers and

undifferentiated goods and services 7,178,219 1.78 – 7,178,219Construction 7,949,876 1.98 – 7,949,876Other service activities 8,894,506 2.21 3,315,190 12,209,696Agriculture, forestry and fishing P=2,881,109 0.72 P=– P=2,881,109Professional, scientific and technical activities 542,800 0.13 – 542,800Arts, entertainment and recreation 13,806,681 3.43 – 13,806,681

Others 111,446,457 27.72 45,370 112,308,672

P=402,180,710 100.00 P=172,386,994 P=575,384,549


Philippines P=400,855,671 99.66 P=80,042,253 P=481,714,769

Others - Asia 792,011 0.20 64,344,389 65,136,400

South America 301,667 0.08 17,292,235 17,593,902

North America 209,845 0.05 8,151,039 8,360,884

United States 21,516 0.01 2,555,582 2,577,098

Europe – 0.00 1,497 1,497

P=402,180,710 100.00 P=172,386,995 P=575,384,550


*SGVFSM005928*

Parent Bank

2020

Trading and

Loans and Other Receivables Investment


Concentration by industryReal estate activities P=72,713,675 25.77 P=7,554,184 P=80,267,859

Financial and insurance activities 45,862,261 16.25 293,363,719 339,225,980

Information and communication 38,840,892 13.76 – 38,840,892

Wholesale and retail trade, repair ofmotor vehicles

25,325,189 8.97 – 25,325,189

Electricity, gas steam and air conditioning supply 18,298,033 6.48 28,535,139 46,833,172

Manufacturing 11,601,427 4.11 – 11,601,427

Accommodation and food service activities 1,527,243 0.54 – 1,527,243

Transportation and storage 11,698,372 4.15 745,580 12,443,952

Activities of households as employers andundifferentiated goods and services

2,871,791 1.02 – 2,871,791

Construction 10,082,353 3.57 – 10,082,353

Other service activities 7,814,034 2.77 7,814,034

Agriculture, forestry and fishing 1,377,150 0.49 – 1,377,150

Professional, scientific and technical activities 533,400 0.19 – 533,400

Arts, entertainment and recreation 12,729,254 4.51 – 12,729,254

Others 20,901,527 7.41 4,653,837 25,555,364

P=282,176,601 100.00 P=334,852,459 P=617,029,060


Philippines P=280,910,947 99.55 P=190,065,071 P=470,976,018

Others - Asia 703,182 0.25 51,574,765 52,277,947

South America 213,281 0.08 13,900,473 14,113,754

North America 275,925 0.10 7,890,150 8,166,075

United States 43,041 0.02 67,977,986 68,021,027

Europe 30,225 0.01 3,444,014 3,474,239

P=282,176,601 100.00 P=334,852,459 P=617,029,060

Parent Bank

2019

Trading andLoans and Other Receivables Investment



Real estate activities P=69,736,138 20.60 P=606,797 P=70,342,935Financial and insurance activities 46,271,152 13.67 136,551,897 182,823,049Information and communication 44,788,252 13.23 – 44,788,252Wholesale and retail trade, repair of

motor vehicles 26,658,739 7.87 136 26,658,875Electricity, gas steam and air conditioning supply 21,198,130 6.26 31,866,652 53,064,782Manufacturing 22,209,636 6.56 952 22,210,588Accommodation and food service activities 1,290,537 0.38 – 1,290,537Transportation and storage 15,904,179 4.70 – 15,904,179Activities of households as employers and

undifferentiated goods and services 7,178,219 2.12 – 7,178,219Construction 7,949,656 2.35 – 7,949,656Other service activities 7,766,846 2.29 3,315,190 11,082,036Agriculture, forestry and fishing 1,560,224 0.46 – 1,560,224Professional, scientific and technical activities 542,740 0.16 – 542,740Arts, entertainment and recreation 13,806,628 4.08 – 13,806,628Others 51,711,172 15.27 45,370 52,517,486

P=338,572,248 100.00 P=172,386,994 P=511,720,186


Philippines P=337,247,209 99.61 P=80,042,253 P=418,050,406Others - Asia 792,011 0.23 64,344,389 65,136,400South America 301,667 0.09 17,292,235 17,593,902North America 209,845 0.06 8,151,039 8,360,884United States 21,516 0.01 2,555,582 2,577,098Europe – 0.00 1,497 1,497

P=338,572,248 100.00 P=172,386,995 P=511,720,187


*SGVFSM005928*

Breakdown of total loans as to security and statusAs to security

The breakdown of total loans and other receivables (net of unearned discounts) as to secured,with corresponding collateral types, and unsecured loans follows (amounts in thousands):

Group Parent Bank

2020 2019 2020 2019

Secured:Real estate P=13,380,387 P=11,082,543 P=11,616,290 P=10,448,441Deposit hold-out 1,189,484 1,088,604 1,124,477 1,038,466Government securities 859,245 6,326,728 – –

Chattel mortgage 507,018 2,245,099 – 1,718,804Others 60,642,661 15,049,503 50,109,596 14,964,752

76,578,795 35,792,477 62,850,363 28,170,463Unsecured 274,475,937 364,654,207 219,192,780 310,264,701

P=351,054,732 P=400,446,684 P=282,043,143 P=338,435,164

The breakdown as to secured and unsecured of non-accruing loans of the Group and the ParentBank as of December 31 follows:

Group Parent Bank

2020 2019 2020 2019

Secured P=9,258,875 P=1,996,246 P=9,060,677 P=1,857,468Unsecured 12,156,932 13,588,717 7,530,274 9,408,526

P=21,415,807 P=15,584,963 P=16,590,951 P=11,265,994

As to statusNon-performing loans (NPLs) of the Group and the Parent Bank as of December 31, 2020 and2019 are presented below, net of the related allowance for credit losses in compliance with BSPCircular 855, respectively (amounts in thousands).

Group Parent Bank

2020 2019 2020 2019

Gross NPLs P=17,042,763 P=11,940,663 P=12,293,189 P=8,494,852Specific allowance for credit losses on NPLs (6,324,528) (5,106,021) (4,726,650) (4,289,056)

P=10,718,235 P=6,834,642 P=7,566,539 P=4,205,796

Under BSP Circular 941, an account or exposure is considered non-performing, even without anymissed contractual payments, when it is deemed impaired under existing applicable accountingstandards, classified as doubtful or loss, in litigation, and/or there is evidence that full repaymentof principal and interest is unlikely without foreclosure of collateral, in the case of securedaccounts. All other accounts, even if not considered impaired, shall be considered non-performing if any contractual principal and/or interest are past due for more than ninety (90)days, or accrued interests for more than 90 days have been capitalized, refinanced, or delayed byagreement.

Microfinance and other small loans with similar credit characteristics shall be considered non-performing after contractual due date or after it has become past due. Restructured loans shall beconsidered non-performing. However, if prior to restructuring, the loans were categorized asperforming, such classification shall be retained.


*SGVFSM005928*

Non-performing loans, investment, receivables, or any financial asset (and/or any replacementloan) shall remain classified as such until (a) there is a sufficient evidence to support that fullcollection of principal and interests is probable and payments of interest and/or principal arereceived for at least six (6) months; or (b) written-off.

Related party loansAs of December 31, 2020 and 2019, the Group’s and the Parent Bank’s related party loans solelyconsist of DOSRI loans, as shown below (peso amounts in thousands):

Group Parent Bank

2020 2019 2020 2019

Total DOSRI loans P=549,904 P=496,823 P=430,097 P=411,452Unsecured DOSRI loans 201,038 150,080 106,837 79,275% of DOSRI loans to total loan

portfolio 0.17% 0.14% 0.16% 0.14%% of unsecured DOSRI loans

to total DOSRI loans –% –% –% –%% of past due DOSRI loans

to total DOSRI loans –% –% –% –%% of non-accruing DOSRI accounts

to total DOSRI loans –% –% –% –%

Secured liability and assets pledged as securityThe Group’s and the Parent Bank’s bills payable under repurchase agreements amounted toP=24.32 billion.

The following are the carrying values of the investment securities and loans and discountspledged against bills payable under repurchase agreement of the Group and the Parent Bank(amounts in thousands):

2020 2019

Investment securities at amortized cost P=28,822,698 P=71,704,809Loans and discounts – 15,000,000

P=28,822,698 P=86,704,809

Commitments and contingenciesFollowing is a summary of the Parent Bank’s commitments and contingent accounts (amounts inthousands):

Group Parent Bank

2020 2019 2020 2019

Trust department accounts P=74,469,549 P=54,320,418 P=74,469,549 P=54,320,418Commitments 59,653,709 65,117,500 59,624,188 65,117,500Forward exchange bought 30,396,594 40,131,599 30,396,594 40,131,599Forward exchange sold 19,533,966 22,704,773 19,533,966 22,704,773Inward bills for collections 25,694,563 21,400,791 25,694,563 21,400,791Other derivatives 7,799,215 5,630,555 7,799,215 5,630,555Unused commercial letters of credit 6,724,426 4,736,371 6,724,426 4,736,371Spot exchange bought 3,135,021 1,941,913 3,135,021 1,941,913Spot exchange sold 2,095,779 5,896,275 2,095,779 2,896,275Outstanding guarantees issued 405,927 456,234 405,927 493,824Other commitment and contingent accounts 72,127 146,748 16,236 122,260

Supplementary Information Required Under Revenue Regulations 15-2010 - 161 -

*SGVFSM005928*

38. Supplementary Information Required Under Revenue Regulations 15-2010

Presented below is the supplementary information required by the Bureau of Internal Revenue(BIR) under RR 15-2010 to be disclosed as part of the notes to financial statements. Thissupplementary information is not a required disclosure under PFRS.

Gross Receipts TaxIn lieu of the value-added tax (VAT), the Parent Bank is subject to the GRT imposed on all banksand non-bank financial intermediaries pursuant to Section 121 of the Tax Code.

The Parent Bank reported total GRT amounting to P=1,540,307 in 2020 as shown under Taxes andLicenses account. Total GRT payable as of December 31, 2020 amounted to P=371,508 and isincluded as part of Accrued taxes and other expenses under Other liabilities account in the 2020statement of financial position.

Documentary Stamp TaxThe Bank is enrolled under the Electronic DST System. In general, the Parent Bank’s DSTtransactions arise from the execution of debt instruments, security documents, and bills ofexchange.

For the year ended December 31, 2020, DST affixed amounted to P=1,864,419 .

Withholding TaxesThe details of total withholding taxes for the year ended December 31, 2020 are shown below:

Final P=1,091,116Expanded 190,792

Compensation and benefits 901,138

P=2,183,046

Taxes and LicensesThe details of taxes and licenses in 2020 of the Parent Bank are as follows:

GRT P=1,540,307DST 972,895Real property tax 30,854Fringe benefit tax (FBT) 34,165Local and business permits 40,172Miscellaneous 13,465Less:

FBT charged to employee benefits 34,165

P=2,597,693

Excise TaxesThe Parent Bank does not have excise taxes accrued since it did not have any transactions subjectto excise tax.

Supplementary Information Required Under Revenue Regulations 15-2010 - 162 -

*SGVFSM005928*

Claim for RefundOn August 5, 2013, the CTA granted the Bank's claim for refund amounting to P=90,923 arisingfrom the BIR's denial of the Bank's applications for administrative abatement in 2007. The CTAen banc affirmed this decision in 2014.

In July 2018, the Supreme Court affirmed the CTA decision granting the Bank’s claim forrefund. The BIR's Motion for Reconsideration of the Supreme Court’s Resolution was denied onSeptember 4, 2019.

In September 2020, the CTA granted the Bank's Motion for Issuance of Writ of Execution. TheBank is now processing the claim for refund with the BIR.

Other Required Tax InformationThe Parent Bank has not paid or accrued any excise taxes or customs’ duties and tariff fees as ithad no importation for the year ended December 31, 2020.

The Parent Bank has no pending tax assessment and case in courts or other regulatory bodiesoutside of the BIR as at and for the year ended December 31, 2020.

A. Statement of Management’s Responsibility for Financial Statements

B. List of Supplementary Information

Supplementary Schedules to Financial Statements (Form 17-A, Item 7)

Schedule Page

A Financial Assets 1Financial Assets at Fair Value Through Profit or LossFinancial Assets at Amortized CostFinancial Assets at Fair Value Through Other Comprehensive Income

(Annex 68-J, A)B Amounts Receivable from Directors, Officers, Employees, Related Parties

and Principal Stockholders (Other than Related Parties) 9(Annex 68-J, B)

C Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements 10

(Annex 68-J, C) D Long-term Debt 11

(Annex 68-J, D) E Indebtedness to Related Parties (Long-term Loans from Related Companies) *

(Annex 68-J, E) F Guarantees of Securities of Other Issuers *

(Annex 68-J, F) G Capital Stock 12

(Annex 68-J, G)

I Reconciliation of Retained Earnings Available for Dividend Declaration 13(Annex 68-D)

II Map Showing the Relationship Between and Among the Bank and its Related Entities 14

C. Schedule of Financial Soundness Indicators for December 31, 2020 and 2019 (Annex 68-E) 15

D. Schedule for Listed Companies with a Recent Offering of Securities to the Public 16

* These schedules and supplementary information are not included as these are not applicable to Group.

UNION BANK OF THE PHILIPPINES AND SUBSIDIARIESINDEX TO SUPPLEMENTARY SCHEDULES

DECEMBER 31, 2020

Content

Number of Shares or Principal Amount of

Bonds and Notes

Amount Shown in the Statement Financial

Position

Value Based on Market Quotation at Statement

of Condition Date

Income Received and Accrued

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Debt Securities

Asia United Bank Corporation 2,800,000 2,878,179 P 2,878,179 P 97,048 P Banco De Oro 14,983,176 15,551,823 15,551,823 2,372,810 Bharat Petroleum Corp. Ltd. 1,526,266,986 1,565,003,642 1,565,003,642 12,604,623 Bureau of Treasury 6,343,770,000 6,470,188,861 6,470,188,861 263,861,713 Energy Development Corporation 7,203,450 7,226,069 7,226,069 172,552 Filinvest Development Corporation 48,023,000 49,583,267 49,583,267 574,455 FPT FINANCE LTD 115,495,315 121,885,553 121,885,553 2,695,342 International Container Terminal Services, Inc. 129,277,916 137,419,954 137,419,954 2,776,155 PT Indonesia Asahan Aluminium (Persero) 415,254,881 450,519,140 450,519,140 4,360,623 JG Summit Holdings 270,705,651 284,107,533 284,107,533 8,661,154 Manila Water Company, Inc. 57,627,600 58,131,265 58,131,265 529,767 Metropolitan Bank and Trust Company 311,641,017 317,534,395 317,534,395 3,801,201 Megaworld Corporation 24,827,891 25,927,022 25,927,022 857,700 Petroleos Mexicanos 360,172,500 357,042,601 357,042,601 1,016,669 Philippine National Bank 187,001,562 197,731,712 197,731,712 2,804,972 Power Finance Corporation Ltd. 144,069,000 150,040,660 150,040,660 1,952,794 Power Sector Asset and Liabilities Management Corp 743,636,155 989,079,042 989,079,042 30,687,048 PT Pertamina(Persero) 1,008,483,000 1,069,516,391 1,069,516,391 2,740,914 Rizal Commercial Banking Corporation 12,966,210 13,518,052 13,518,052 863,631 Republic of Philippines 961,324,414 992,098,999 992,098,999 2,689,641 San Miguel Corp 2,000,000 2,062,901 2,062,901 25,360 Saudi Arabia Sovereign Group 1,296,621,000 1,423,637,993 1,423,637,993 160,735,487 Saudi Arabian Oil Company 288,138,000 292,333,289 292,333,289 666,416 Vista Land and Lifescapes, Inc.(Vista Land) 18,632,924 19,449,605 19,449,605 14,594,495

Total Debt Securities 15,012,467,950 P 15,012,467,950 P 522,142,570 P

December 31, 2020

Union Bank of the Philippines and SubsidiariesSEC Released Amended SRC Rule 68

Annex 68-JSchedule A - Financial Assets

1


Bonds and Notes


Position


of Condition Date


December 31, 2020



Equity Securities

SMC Series 2C 33,049,760 2,577,881,280 P 2,577,881,280 P 200,671,488 P

Alta Vista Golf & Country Club 1 300,000 P 300,000 P - Cebu Country Club (certified true copy only) 1 7,300,000 7,300,000 - Cebu Country Club 1 7,300,000 7,300,000 - Celebrity (Sports) Plaza, Inc. 1 150,000 150,000 - Club Strata 1 - - - Green Valley Country Club (Baguio) 1 - - - Green Valley Country Club (Pasig) 1 - - - Manila Polo Club 5 115,000,000 115,000,000 - The Metropolitan Club, Inc. - A 10 3,500,000 3,500,000 - The Metropolitan Club, Inc. - B 13 4,940,000 4,940,000 -

138,490,000 P 138,490,000 P -

ABACORE CAPITAL 256,000 163,840 P 163,840 P - ABACORE CAPITAL (ABACUS) 200,000 128,000 128,000 - ANSCOR 31,250 206,250 206,250 - ARANETA PROP( INT. CHROME) A 544 647 647 - ASIA BEST GROUP INTERNATIONAL, INC.. formerly AGP INDUSTRIAL CORP. - A (Halted – Prev. Close 10/24/01) 4 42 42 - BDO - Equitable PCI Inc 72 7,690 7,690 - BENGUET CORP. -A 355 1,101 1,101 - BENGUET CORP. -B 1,702 5,106 5,106 - COSCO Capital formerly ALCORN GOLD RESOURCES – B 99,000 559,350 559,350 - EMPIRE EAST 5,857,808 1,845,210 1,845,210 - GLOBAL ESTATES RESORT (formerly Fil-Estate Land) 760,500 699,660 699,660 - IMPERIAL RESOURCES INC – A 30 50 50 - KEPPEL PHIL. PROPERTIES - A 593 1,992 1,992 - LEISURE & RESORTS WORLD CORP – A 166 319 319 -

PP

PP

PP

2


Bonds and Notes


Position


of Condition Date


December 31, 2020



MABUHAY HOLDINGS, INC. 170,000 91,800 P 91,800 P - METRO ALLIANCE (formerly Marsman & Company, Inc.) 645,000 1,206,150 1,206,150 - OMICO MINING & INDUSTRIAL CORP. 800 300 300 - PETRON 249,100 993,909 993,909 - PHILIPPINE DEPOSITORY & TRUST CORP. (formely Phil. Central Depository, Inc.) 5,228 862,214 862,214 - PHILODRILL CORP.- B (CLASS A and B are considered the same) 280,554 3,086 3,086 - PLDT 14 19,110 19,110 - PRIME MEDIA HOLDINGS (FIRST E BANK) 939 808 808 - PROJECT QUEST 8,750,000 27,914,161 27,914,161 - REPUBLIC GLASS 733,000 2,235,650 2,235,650 - SHANG PROP (formerly KOUK) 147,142 398,755 398,755 - WELLEX INDS., INC.(REPUBLIC RESOURCES) 333 75 75 -

37,345,273 P 37,345,273 P -

Total Equity Securities 2,753,716,553 P 2,753,716,553 P 200,671,488 P

PP

PP

3


Bonds and Notes


Position


of Condition Date


December 31, 2020



Derivative Assets

Barclays Bank 15,845 P 15,845 P - BNP Paribas 299,844 299,844 - Bank of New York 111,853 111,853 - Commerzbank AG 155,186 155,186 - Essel Propack Phils. Inc. 17,457 17,457 - Goldman Sachs 55,013 55,013 - Malayan Bank Savings & Mortgage Bank 35,009 35,009 - Standard Chartered Bank 854,325 854,325 - Union Bank of Switzerland 234,767 234,767 - Australia New Zealand Bank 36,543,631 36,543,631 - Banco De Oro 6,673,441 6,673,441 - Bank of the Philippine Islands 3,867,469 3,867,469 - China Banking Corporation 3,584,314 3,584,314 - Chinatrust Commercial Banking 22,078,127 22,078,127 - Deutsche Bank 5,871,150 5,871,150 - Essel Propack Phils. Inc. 410,272 410,272 - General Metal Container Corp. of the Phils. 49,072 49,072 - ING BANK NV 2,885,590 2,885,590 - Metropolitan Bank and Trust Company 8,538,629 8,538,629 - Micro Mechanics Technology International Inc 1,042 1,042 - Monark Equipment Corporation 10,428 10,428 - New York Bay Philippines, Inc 47,922 47,922 - Petron Corporation 1,794,720 1,794,720 - Philippine National Bank 8,413,706 8,413,706 - United Coconut Planters Bank 1,080,000 1,080,000 - UNIOIL Petroleum Philippines Inc 860,277 860,277 - Republic of the Philippines 45,381,735 45,381,735 - INDIVIDUALS 263,750,725 263,750,725 - ING BANK NV 26,282,101 26,282,101 -

P

4


Bonds and Notes


Position


of Condition Date


December 31, 2020



MayBank Philippines Inc 53,091,905 P 53,091,905 P - MUFG Bank, Ltd. 16,414,497 16,414,497 - Standard Chartered Bank 173,054,226 173,054,226 -

Total Derivative Asssets 682,464,281 682,464,281 -

Total - Financial Assets at Fair Value through Profit or Loss 18,448,648,784 P 18,448,648,784 P 722,814,058 P

FINANCIAL ASSETS AT AMORTIZED COST

Government bonds and other debt securities

Bangko Sentral ng Pilipinas 3,450,662,709 3,450,996,010 P 3,451,175,929 P - Bureau of Treasury 71,924,411,755 70,580,569,132 74,844,096,648 3,524,600,529 Abu Dhabi National Energy Co.(TAQA) 816,391,000 901,340,903 1,037,288,636 43,864,427 Bharat Petroleum Corp. Ltd. 3,481,667,500 3,357,214,665 3,672,293,598 153,742,032 Brazil Sovereign Group 7,011,358,000 7,671,336,559 9,274,390,010 499,089,324 Chile Sovereign Group 672,322,000 685,789,579 815,062,684 26,746,783 China Petrochemical Corporation Group(SINOPEC) 768,368,000 766,080,332 850,954,114 28,261,312 Colombia Sovereign Group 2,545,219,000 2,911,205,105 3,345,047,348 156,773,565 Indian Railway Finance Corp. Ltd. 624,299,000 589,668,676 686,042,171 24,675,441 Indonesian Government 9,537,367,800 10,596,116,704 12,464,235,954 537,967,759 Mexico Sovereign Group 1,536,736,000 1,416,262,565 1,767,014,929 68,228,053 NTPC Limited 2,353,127,000 2,284,428,907 2,605,739,506 107,155,412 Peru Sovereign Group 1,536,736,000 2,300,978,901 2,613,311,772 138,584,367 Perusahaan Perseroan(Persero) PT Perusahaan Listrik Negara 3,928,281,400 4,222,800,624 4,858,643,945 234,417,931 Petroleos Mexicanos 6,544,151,838 6,473,887,249 6,196,031,275 392,904,003 Petroliam Nasional Berhad(Petronas) 624,299,000 641,416,418 721,646,423 24,004,792

P

P

5


Bonds and Notes


Position


of Condition Date


December 31, 2020



Power Finance Corporation Ltd. 1,728,828,000 1,733,977,799 P 2,091,484,250 P 109,580,639 P PT Indonesia Asahan Aluminium (Persero) 240,115,000 247,729,228 326,738,887 16,721,689 PT Pertamina(Persero) 1,224,586,500 1,405,826,956 1,624,265,601 80,180,955 Qatar Sovereign Group 6,483,105,000 6,854,787,229 8,604,872,073 311,406,991 Saudi Arabia Sovereign Group 11,410,264,800 11,390,377,491 14,804,833,801 594,724,029 Saudi Arabian Oil Company 1,872,897,000 1,885,220,357 2,143,455,701 76,468,874 Sultanate of Oman Sovereign Group 624,299,000 668,827,377 607,392,983 41,822,782 Turkey Sovereign Group 2,737,311,000 2,759,848,700 2,614,593,986 165,249,484 Uruguay Sovereign Group 240,115,000 331,163,242 382,411,951 19,488,427 Republic of the Philippines 2,686,289,348 3,083,982,681 3,343,356,304 218,471,092 Republic of the Philippines 2,000,000,000 2,383,391,034 2,628,980,132 133,281,250 Republic of the Philippines 215,050,000 216,464,956 216,464,956 7,091,922

Total Government bonds and other debt securities 151,811,689,375 168,591,825,568 7,735,503,861

Private bonds and commercial papers

STI Education Services Group, Inc. 45,370,000 45,370,000 P 37,814,552 P 2,892,610 P Vista Land and Lifescapes, Inc.(Vista Land) 2,531,250,000 2,531,250,000 3,171,498,047 164,587,500 JG Summit Holdings 124,859,800 125,089,717 132,201,556 5,629,990 Hindustan Petroleum Corp. Ltd. 1,632,782,000 1,597,269,428 1,733,981,828 67,312,407 SMC BONDS 40,000,000 40,000,000 40,000,000 2,304,520

Total Private bonds and commercial papers 4,338,979,145 5,115,495,983 242,727,026

Less: Allowance for credit losses 339,701,671 )( 0 0

Total - Financial Assets at Amortized Cost 155,810,966,849 P 173,707,321,551 P 7,978,230,887 P

6


Bonds and Notes


Position


of Condition Date


December 31, 2020



FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Government and private bonds and other debt securities

Bureau of Treasury 7,704,040,000 8,018,057,756 P 8,018,057,756 P 384,743,688 P Power Sector Asset and Liabilities Management Corp 1,861,467,526 2,512,865,883 2,512,865,883 26,372,655 PT Pertamina(Persero) 470,433,308 505,080,721 505,080,721 52,197,218 Saudi Arabia Sovereign Group 336,161,000 369,091,332 369,091,332 206,020,509 US Treasury/Sovereign Group 7,683,680,000 7,144,997,005 7,144,997,005 75,787,335 Banco De Oro 240,115,000 245,637,645 245,637,645 5,483,453 Filinvest Development Corporation 2,353,127,000 2,429,580,096 2,429,580,096 25,850,447 FPT FINANCE LTD 1,632,782,000 1,707,661,383 1,707,661,383 21,917,445 International Container Terminal Services, Inc. 144,069,000 155,911,472 155,911,472 1,453,905 JG Summit Holdings 951,383,653 998,210,756 998,210,756 6,381,020 Manila Water Company, Inc. 2,859,385,466 2,884,376,495 2,884,376,495 25,036,348 Megaworld Corporation 2,483,413,399 2,593,354,110 2,593,354,110 16,006,442 Metropolitan Bank and Trust Company 971,025,060 989,358,013 989,358,013 9,199,926 Philippine National Bank 390,763,151 413,185,141 413,185,141 668,007 Republic of the Philippines 50,000,000 51,708,505 51,708,505 1,925,000 AYALA LAND INC 20,000,000 20,478,848 20,478,848 778,300 PETRON 40,000,000 39,909,270 39,909,270 1,705,020 SMIC BONDS 10,000,000 10,389,468 10,389,468 644,875 VISTA LAND BONDS 30,000,000 31,654,281 31,654,281 771,888 APC 10,000,000 10,655,126 10,655,126 1,725,361 SMC BONDS 16,000,000 16,422,149 16,422,149 527,570

Total Government and private bonds and other debt securities 31,148,585,454 31,148,585,454 865,196,410

7


Bonds and Notes


Position


of Condition Date


December 31, 2020



Equity Securities

BANCNET 50,000 5,000,000 P 5,000,000 P - BAP CONSULTING , INC. 12,500 1,250,000 1,250,000 - BAP-Credit Bureau - 50,000 50,000 - Coop Society Swift - 3,139 3,139 - Cruztelco 90 9,000 9,000 - Eastern Visayas Tel Co. 100 5,000 5,000 - Fixed Income Exchange 125,000 1,250,000 1,250,000 - Local Government Unit Guaranty Corporation 50,000 5,000,000 5,000,000 - Local Government Unit Guaranty Corporation 50,000 5,000,100 5,000,100 - Makati Executive Center 1 31,500 31,500 - Meralco 3,260 32,600 32,600 - Meralco 2,088 20,880 20,880 - Meralco 4,306 43,060 43,060 - Meralco 241 2,410 2,410 - Meralco 12,039 120,390 120,390 - Metropolitan Threater 1 40,000 40,000 - NAWASA - 150 150 - PHIL. CLEARING HOUSE CORP. 21,000 5,000,000 5,000,000 - PHILAM 2 1,000,000 1,000,000 - Philam Properties Corp. - 500,000 500,000 - Philippine Dealing System Holdings Corporation (formerly Philippine Central Depository Incorporated) 31,690 3,169,000 3,169,000 - PILTEL 75 6,000 6,000 - Rockwell Land Corporation 2 700,000 700,000 - Steel Asia - 13,439,870 13,439,870 -

Total Equity Securities 41,673,099 41,673,099 -

Total - Financial Assets at Fair value through OCI 31,190,258,553 P 31,190,258,553 P 865,196,410 P

GRAND TOTAL 205,449,874,186 P 223,346,228,888 P 9,566,241,355 P

P

8

Amounts Collected Amounts Written-off Current Not Current


Annex 68-JSchedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties)

December 31, 2020

RECEIVABLES FROM DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES AND PRINCIPAL STOCKHOLDERS ARE WITHIN THE ORDINARY COURSE OF BUSINESS OF THE BANK

Deductions Ending Balance Balance at End of YearName and Designation of Debtor Balance at Beginning

of Year Additions

9

Amounts Collected Amounts Written-off Current Not Current

UBX Philippines Corporation (Subsidiary) 49,110,026 P 47,757,675 P 80,706,755 - 16,160,946 P - 16,160,946 P First Union Insurance and Financial Agencies, Inc. (Subsidiary) 65,432 644,193 575,413 - 134,212 - 134,212

49,175,458 P 48,401,868 P 81,282,168 P - 16,295,158 P - 16,295,158 P

Balance at End of Year


Annex 68-JSchedule C - Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements

December 31, 2020

Name and Designation of Debtor Balance at Beginning of Year Additions

Deductions Ending Balance

P

P P P

10

Title of Issue and Type of Obligation Amount Authorized by IndentureAmount Shown Under Caption"Current Portion of Long-term Debt" in Related

Statement of Financial Position

Amount Shown Under Caption"Long-term Debt" in related Statement of

Financial Condition

USD Senior Medium Term Notes Due 2022 96,046,000,000 P - 23,983,971,354 P USD Senior Medium Term Notes Due 2025 14,311,227,231 Peso Senior Series B Bonds Due 2022 39,000,000,000 - 5,772,252,337 Peso Senior Series C Bonds Due 2023 - 8,055,828,125 Peso Senior Series D Bonds Due 2026 - 878,467,857 Unsecured Subordinated Tier 2 Notes Due 2030 Callable in 2025 20,000,000,000 - 6,745,110,121 Long Term Negotiable Certificate of Deposit 2023 20,000,000,000 - 3,000,000,000 Loans Payable 150,000,000 - 106,798,740

Details:Maturity Date Interest Rate

USD Senior Medium Term Notes Due 2022 November 29, 2022 3.369%USD Senior Medium Term Notes Due 2025 October 22, 2025 2.125%Peso Senior Series B Bonds Due 2022 June 3, 2022 6.000%Peso Senior Series C Bonds Due 2023 December 9, 2023 2.750%Peso Senior Series D Bonds Due 2026 March 9, 2026 3.375%Unsecured Subordinated Tier 2 Notes Due 2030 Callable in 2025 May 24, 2030 5.250%Long Term Negotiable Certificate of Deposit 2023 August 21, 2023 4.375%Loans Payable May 31, 2023 5.750%


Annex 68-JSchedule D - Long-term Debt

December 31, 2020

P

11

Related Parties Directors, Officers and Employees Others

Common Stock 1,311,422,420 1,218,471,467 5,000,000 799,419,802 32,973,938 386,077,727

Preferred Stock 100,000,000 - - - - -

Number of Shares Held byNumber of Shares Reserved for Options, Warrants, Conversion

and Other Rights

Number of Shares Issued and Outstanding as Shown

Under the Related Statement of Condition

Caption

Number of Shares AuthorizedTitle of Issue

Annex 68-JSEC Released Amended SRC Rule 68

Union Bank of the Philippines and Subsidiaries

Schedule G - Capital StockDecember 31, 2020

12

Unappropriated Retained Earnings at Beginning of Year, as Previously Reported 70,201,147 P

Prior Years’ Outstanding Reconciling Items, net of taxAccumulated equity in net profit of subsidiaries 13,562,223 )( Deferred tax assets 5,185,297 )(

Unappropriated Retained Earnings, as Adjusted to Available for Dividend Distribution, Beginning of Year 51,453,627 P

Add: Net Profit Actually Earned/Realized during the Year

Net profit during the period closed to Retained Earnings 11,263,423

Less: Non-actual/unrealized income, net of tax Benefit from deferred tax asset 1,327,179 P Share in net profit of subsidiaries, net of dividends received 953,082 Unrealized fair value gains on financial assets at fair value

through profit or loss 15,505 Unrealized gain on foreclosure of investment properties 52,135

Subtotal 2,347,901 )(

Net Profit Actually Earned/Realized during the Year 8,915,522

Add (Less): Dividend declarations during the period 4,264,650 )( Net Reversal of Appropriation of Retained Earnings during the period 497,443 3,767,207 )(

Total Retained Earnings, End of the Year Available for Dividend Declaration 56,601,942 P

Ortigas Center, Pasig City

Annex 68 -D

Reconciliation of Retained Earnings Available for Dividend DeclarationFor the Year Ended December 31, 2020

(Amounts in Thousands of Philippine Pesos)

UNION BANK OF THE PHILIPPINESUnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road

13

Aboitiz Equity Ventures, Inc.

Union Bank of the Philippines*

UnionBank Currency Brokers

Corporation100%

UBP Securities, Inc.100%

UnionData Corp. 100%

Interventure Capital Corporation

60%

inactive inactive inactive inactive

First Union Plans, Inc.100%

First Union Insurance and

Financial Agencies, Inc. 100%

First Union Direct Corporation

100%

First-Agro Industrial Rural

Bank, Inc. 44.33%

Bangko Kabayan, Inc. 21%

Progressive Bank, Inc. 26%

PetNet, Inc. 11%

First-Agro Industrial Rural

Bank, Inc. 49%

Bangko Kabayan, Inc. 49%

Progressive Bank, Inc. 49%

PetNet, Inc. 40%

Shiptek Solutions Corporation

30%

CC Mobile Financial Services Philippines, Inc.

35%

UBX Remit Pte Ltd. 100%

Shiptek Solutions Pte Ltd. 30%

Pacific Payments Pte Ltd. 25%

* Union Bank of the Philippines (UBP) is effectively 49.31% owned by Aboitiz Equity Ventures, Inc. (AEVI); hence, UBP is an associate of AEVI in accordance with PAS 28, Investments in Associates .

** Required by Securities and Exchange Commssion, Revised Securities Regulation Code Rule 68, as Amended, dated August 19, 2019.

UBX Private Ltd.100%

Map Showing the Relationship Between and Among the Bankand its Related Entities**

December 31, 2020

C O N G L O M E R A T E M A P P I N G

UBP Investments Corporation (formerly Union Properties, Inc.)100%

City Savings Bank, Inc.99.79%

UBX Philippines Corporation 100%

UNION BANK OF THE PHILIPPINES AND SUBSIDIARIESUnionBank Plaza, Meralco Avenue corner Onyx Street and Sapphire Road,

Ortigas Center, Pasig City

14

Ratio Formula Current Year Prior YearCurrent ratio Current Assets/ Current Liabilities 56.3% 56.4%Acid test ratio Current Assets/ Current Liabilities 56.3% 56.4%

Solvency ratiosNet Profit After Tax, Before Non-cash

Expenses/ Liabilities 3.2% 2.6%Debt-to-equity ratio Liabilities/ Equity 6.4:1 6.9:1Asset-to-equity ratio Asset/ Equity 7.4:1 7.9:1

Interest rate coverage ratio Earnings before interests and taxes/

Interest expense 2.2:1 1.9:1

Return on equity Net Profit/ Average Total Capital Funds* 11.5% 15.3%Return on assets Net Profit/ Average Total Resources* 1.5% 1.9%

Net interest marginNet Interest Income/ Average Interest-

earning Resources* 4.7% 3.6%

*Average amount is calculated based on current year-end and previous year-end balances.

Annex 68 -E

SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS

Union Bank of the Philippines and SubsidiariesAs of December 31, 2020

15

1. Gross and net proceeds as disclosed in the final prospectus

Gross proceeds Net proceedsUSD Senior Medium Term Notes Due 2025 14,406,900,000 P 14,391,371,675 P Unsecured Subordinated Tier 2 Notes Due 2030 Callable in 2025 6,800,000,000 6,736,154,224 Peso Senior Series C Bonds Due 2023 8,115,000,000 8,041,693,327 Peso Senior Series D Bonds Due 2026 885,000,000 868,348,919

2. Actual gross and net proceeds

Actual gross proceeds Actual net proceeds

USD Senior Medium Term Notes Due 2025 14,406,900,000 P 14,391,371,675 P Unsecured Subordinated Tier 2 Notes Due 2030 Callable in 2025 6,800,000,000 6,736,154,224 Peso Senior Series C Bonds Due 2023 8,115,000,000 8,041,693,327 Peso Senior Series D Bonds Due 2026 885,000,000 868,348,919

3. Each expenditure item where the proceeds were used

The net proceeds from the issuances shall be used to extend term liabilities, expand funding base, support business expansion plans and for other general corporate purposes. The funds were used to build up liquidity throughDue From Other Banks which increased by Php 40.33 billion between September and December 2020, and to refinance the Bank's P11.0 billion Peso bond maturity last December 2020.

4. Balance of the proceeds as at end of reporting period

Nil

ANNEX 68-I

SCHEDULE FOR LISTED COMPANIES WITH A RECENT OFFERING OF SECURITIES TO THEPUBLIC

Union Bank of the PhilippinesFor the Period Ended December 31, 2020

16

explanation on agenda items - PDS Group

Documents

Transcript of explanation on agenda items - PDS Group