Form 20-F Allied Irish Banks
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Form 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR l5(d) OF X THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-10284 Allied Irish Banks, public limited company (Exact name of registrant as specified in its charter) Ireland (Jurisdiction of incorporation or organization) Bankcentre, Ballsbridge, Dublin 4, Ireland (Address of principal executive offices) Liam Kinsella, Company Secretary Allied Irish Banks, p.l.c. Bankcentre, Ballsbridge Dublin 4, Ireland Telephone no: +353 1 6600311 (Name, telephone number and address of Company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act Name of each exchange Title of each class on which registered Ordinary shares of EUR 0.32 each, represented by American Depositary Shares New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Ordinary shares of EUR 0.32 each 918,435,570 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is a large accelerated filer, an acceleratted filer, or a non- accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer X Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP IFRS X Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No X Contents 4 Chairman’s statement 255 Statement of Directors’ responsibilities in relation to the Accounts 6 Group Chief Executive’s review 256 Reports of Independent Registered Public 8 Corporate Social Responsibility Accounting Firm 12 Financial Review 258 Additional information - Business description 276 Principal addresses - Financial data - 5 year financial summary 278 Index - Management report 280 20-F cross reference index - Capital management 281 Signatures - Critical accounting policies - Deposits and short term borrowings - Financial investments available for sale - Financial investments held to maturity - Contractual obligations - Off balance sheet arrangements 59 Risk Management - Risk Factors - Framework - Individual risk types - Supervision and regulation 106 Corporate Governance - The Board & Group Executive Committee - Directors’ Report - Corporate Governance statement - Employees 119 Accounting policies 136 Consolidated income statement 137 Balance sheets 139 Statement of cash flows 141 Statement of recognised income and expense 142 Reconciliations of movements in shareholders’ equity 146 Notes to the accounts 1 Forward-Looking Information This document contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of the Group and certain of the plans and objectives of the Group. In particular, among other statements, certain statements in the Chairman’s statement, the Group Chief Executive’s review, and the Financial Review and Risk Management sections, with regard to management objectives, trends in results of operations, margins, risk management, competition and the impact of changes in International Financial Reporting Standards are forward-looking in nature.These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as ‘aim’,‘anticipate’,‘target’,‘expect’,‘estimate’, ‘intend’,‘plan’,‘goal’,‘believe’, or other words of similar meaning. Examples of forward-looking statements include among others, statements regarding the Group’s future financial position, income growth, loan losses, business strategy, projected costs, capital ratios, estimates of capital expenditures, and plans and objectives for future operations. Because such statements are inherently subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking information. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements.These factors include, but are not limited to, the effects of continued volatility in credit markets, the effects of changes in valuation of credit market exposures, changes in valuation of issued notes, changes in economic conditions globally and in the regions in which the Group conducts its business, changes in fiscal or other policies adopted by various governments and regulatory authorities, the effects of competition in the geographic and business areas in which the Group conducts its operations, the ability to increase market share and control expenses, the effects of changes in taxation or accounting standards and practices, acquisitions, future exchange and interest rates and the success of the Group in managing these events.Any forward-looking statements made by or on behalf of the Group speak only as of the date they are made. AIB cautions that the foregoing list of important factors is not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and events when making an investment decision based on any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report may not occur.The Group does not undertake to release publicly any revision to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date hereof. 2 You will note this year’s Annual Report includes additional information that was not included in our 2007 and earlier reports.This additional information primarily reflects material that is responsive to the disclosure requirements that are applicable to AIB by virtue of the listing of its ordinary shares on the New York Stock Exchange and its reporting obligations under the US Securities Exchange Act of 1934. In an effort to ensure all investors, wherever they are based, are provided with substantially the same information at the the same time, we have decided this year to include all relevant information in one report in line with a practice being adopted by an increasing number of major European and other companies that have United States as well as domestic reporting obligations. 3 Chairman’s statement The turbulence experienced in the global economy and financial markets in the second half of 2008 was without precedent in our lifetimes. Its strength and ferocity took most people by surprise. AIB Group, in common with hundreds of financial institutions around the world, was not immune to the effects of a downturn that turned rapidly into a severe recession. I’m acutely conscious that the consequences of these events have greatly affected our shareholders and many of our customers and this is a matter of deep regret to me. Let me try and update you on AIB’s current position. Capital AIB has always prided itself on being a well-capitalised bank. In recent months, it became clear that the markets were looking for a level of comfort that was higher than what was previously regarded as adequate. On 11 February this year we accepted the Irish Government's offer of new capital on the same basis as Bank of Ireland.This agreement, which has to be approved by you, our shareholders, the European Union and the regulators, will see the Government injecting total core tier one capital of ? 3.5 billion into AIB in the form of preference shares giving certain rights to the Minister for Finance, including the right to subscribe to purchase 25% of the ordinary share capital of the enlarged equity of the bank. Assuming completion of the transaction, the effect of this recapitalisation would have been to increase our core tier 1 capital ratio at the end of December 2008 to approximately 8.4%, our tier 1 ratio to approximately 10.0% and our total capital ratio to approximately 13.1%. We believe this agreement with the Government strikes the right balance between the interests of shareholders, the need to provide a fair return to the Irish taxpayer and the provision of support for the Irish economy.The Government guarantee scheme was also a vital part of the moves made to increase stability in the Irish financial sector.AIB welcomes the Government’s stated intention to look at ways of extending this scheme beyond 2010. The significant signs of stress as a result of the adverse economic conditions at the end of 2008 generated a bad debt charge of ?1.8 billion, equivalent to 1.37% of average loans.