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Standard Document Cover Sheet for Sec Filings

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Standard Document Cover Sheet for Sec Filings STANDARD DOCUMENT COVER SHEET FOR SEC FILINGS All documents should be submitted under a cover page which clearly identifies the company and the specific document form as follows: SEC Number * 121 File Number ** BANK OF THE PHILIPPINE ISLANDS 6768 BPI BUILDING, AYALA AVENUE, MAKATI CITY 818-5541 to 48 December 31, 2014 SEC FORM I7 -A AMENDMENT DESIGNATION FOR THE PERIOD ENDED DECEMBER 31, 2014 (if a report, financial statement, GIS, or related amendment or show-cause filing) NONE EACH ACTIVE SECONDARY LICENSE TYPE AND FILE NUMBER (state “NONE” if that is the case) * SEC will assign SEC No. to new companies. ** SEC will assign File No. to new applications or registrations. *** Companies should display the File No. on any filing which is an amendment to an application or registration 3 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [ X ] No [ ] (b) Has been subject to such filing requirements for the past ninety (90) days. Yes [ X ] No [ ] 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. (See definition of "affiliate" in “Annex B”). Shares Held by Market Value per share Non-Affiliates as of 04/13/15 Total Market Value 3,932,214,184 105.00 P 412,882,489,320 APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Yes [ ] No [ ] DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: X (a) Any annual report to security holders; 4 (b) Any information statement filed pursuant to SRC Rule 20 and 17.1(b); (c) Any prospectus filed pursuant to SRC Rule 8.1-1. PART 1 - BUSINESS AND GENERAL INFORMATION Item 1. Business (A) Description of business (1) Business Development BPI is the third largest commercial bank in the country in terms of total assets and is among the largest listed companies in terms of market capitalization. It is one of the largest Philippine financial intermediaries and has a significant market share in terms of deposits, lending, and assets under management, as well as branch network and ATM infrastructure. It is recognized as one of the top commercial banks in wholesale and retail lending, and enjoys a significant presence in overseas Filipino (OF) remittances, bancassurance, asset finance and leasing, government securities dealing, securities distribution, and foreign exchange. BPI is a recognized leader in electronic banking, where it has been a first mover and innovator in branch automation and the use of internet and mobile channels, point-of-sale debit systems, kiosk banking, and phone banking. Historical Background. Founded in 1851, BPI was the first bank formed in the Philippines and was the issuer of the country’s first currency notes in 1855. It opened its first branch in Iloilo in 1897 and pioneered in sugar crop loans. It also financed the first tram service, telephone system, and electric power utility in Manila and the first steamship in the country. As such, BPI and its “escudo” ranks as one of the largest home-grown Philippine brands and carries an extensive legacy. Recent History. For many years after its founding, BPI was the only domestic commercial bank in the Philippines. BPI’s business was largely focused on deposit taking and extending credit to exporters and local traders of raw materials and commodities, such as sugar, tobacco, coffee, and indigo, as well as funding public infrastructure. In keeping with the regulatory model set by the Glass Steagall Act of 1932, the Bank operated for many years as a private commercial bank. In the early 1980s, the Monetary Board of the Central Bank of the Philippines (now the BSP) allowed BPI to evolve into a fully diversified universal bank, with activities encompassing traditional commercial banking as well as investment and consumer banking. This transformation into a universal bank was accomplished through both organic growth and mergers and acquisitions, with BPI absorbing an investment house, a stock brokerage, a leasing company, a savings bank, a retail finance company, and bancassurance platforms. BPI has consummated three bank mergers since the late 1990s. In 1996, it merged with City Trust Banking Corp., the retail banking arm of Citibank in the Philippines, which further solidified its stronghold in consumer banking. In 2000, BPI acquired Far East Bank & Trust Company (FEBTC), consummating the largest banking merger in the Philippines to date. This merger established BPI’s dominance in asset management & trust services and branch banking; furthermore, it enhanced the 5 bank’s penetration of the middle market. In 2000, BPI also formalized its acquisition of three major insurance companies in the life, non-life and reinsurance fields. In 2005, BPI acquired and merged with Prudential Bank, a medium sized bank with a clientele of middle market entrepreneurs. In March 2011, BPI became the first bank in the Philippines to acquire the trust business of a foreign bank when it purchased the trust and investment management business of ING Bank N.V. Manila BPI evolved to its present position as a leader in Philippine through a continuous process of improving its array of products and services, while maintaining a balanced and diversified risk profile that helped reinforce the stability of its earnings. Business Milestones (2012-2014). In December 2014, BPI completed a strategic partnership with Century Tokyo Leasing Corp., one of the largest leasing companies in Japan, to form BPI Century Tokyo Lease & Finance Corp., with BPI retaining 51% of ownership. This strategic partnership is expected to help BPI innovate in asset financing products and enhance the service experience of an expanding base of Philippine consumers and corporations seeking asset leasing and rental solutions. Also in December 2014, BPI announced another strategic partnership with Global Payments, an Atlanta-based, NYSE-listed provider of international payment services. By combining its merchant acquiring network with that of GPN, BPI stands to provide enhanced services to its card customers, as well as to its merchant clients. The partnership with GPN will remain 49% owned by BPI, and will be concluded at around 2015 Q2, following attainment of regulatory approvals. Principal Subsidiaries. The bank’s principal subsidiaries are: (1) BPI Family Savings Bank, Inc. serves as BPI’s primary vehicle for retail lending’ in particular, housing loans, auto finance, and loans to sole proprietorships and small business. BPI Family Savings Bank has been in the business since 1985. (2) BPI Capital Corp. focuses on corporate finance, securities underwriting, securities distribution, and principal investing. It began operations as an investment house in December 1994 and merged with FEB Investments Inc. on December 27, 2002. BPI Capital Corp. wholly owns BPI Securities Corp., a stock brokerage company. (3) BPI Direct Savings Bank is a savings bank that provides internet and mobile banking services to its customers. It started operating as such on February 17, 2000 upon approval by the Bangko Sentral ng Pilipinas. (4) BPI International Finance Limited, Hong Kong is a deposit taking company in Hong Kong. It was originally established in August 1974. (5) Bank of the Philippine Islands (Europe) Plc was granted a UK banking license by the Financial Services Authority (FSA) on April 26, 2007. It was officially opened to the public on October 1, 6 2007. In July 2008, BPI Europe was permitted by the FSA to carry out cross-border services in other European Economic Area (EEA) Member States. (6) BPI Century Tokyo Lease & Finance Corp. is a non-bank financial institution (NBFI) registered with SEC to generally carry on the business of a financing company under the Financing Company Act. It was originally established as Makati Leasing and Finance Corp. in 1970. It merged with FEB Leasing & Finance Corp. on February 20, 2001. On December 22, 2014, BPI Leasing Corp. completed its strategic partnership with Century Tokyo Leasing Corp., with BPI retaining 51% ownership. BPI Leasing Corp. wholly owns BPI Century Tokyo Rental Corp., which offers operating leases. (7) Ayala Plans, Inc. is a 98% owned pre-need insurance company acquired through the merger with Ayala Insurance Holdings Corp (AIHC) in April 2000. (8) BPI/MS Insurance Corp. is a non-life insurance company formed through the merger of FGU Insurance Corp. and FEB Mitsui Marine Insurance Company on January 7, 2002. FGU and FEB Mitsui were acquired by the Bank through its merger with AIHC and FEBTC in April 2000.
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