DMCIHI - 039 SEC FORM 17A - April 8 PDF

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COVER SHEET

A S O 9 5 0 0 2 2 8 3
SEC Registration Number

D M C I H O L D I N G S , I N C .

(Company’s Full Name)

3 R D F L R . D A C O N B L D G .

2 2 8 1 C H I N O R O C E S A V E .

M A K A T I C I T Y
(Business Address: No., Street City / Town / Province)

HERBERT M. CONSUNJI (632) 8888-3000


Contact Person Company Telephone Number

(Third Tuesday of May)

1 2 3 1 SEC Form 17-A 0 5 1 9


Month Day FORM TYPE Month Day

Fiscal Year Annual Meeting

N.A.
Secondary License Type, If Applicable

C F D
Dept Requiring this Doc Amended Articles Number / Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

STAMPS

Remarks: Please use BLACK ink for scanning purposes


SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A, AS AMENDED

ANNUAL REPORT PURSUANT TO SECTION 17


OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended December 31, 2019

2. SEC Identification Number ASO95-002283 3. BIR Tax Identification No. 004-703-376

4. Exact name of issuer as specified in its charter DMCI Holdings, Inc.

5. Philippines 6. (SEC Use Only)


Province, Country or other jurisdiction Industry Classification Code:
of incorporation or organization

7. 3rd Floor, Dacon Building, 2281 Chino Roces Avenue, Makati City 1231
Address of principal office Postal Code

8. Tel. (632) 8888-3000 Fax: None


Issuer's telephone number, including area code

9. Not applicable
Former name, former address, and former fiscal year, if changed since last report.

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA

Title of Each Class No. of Shares Outstanding Amount

Common Shares 13,277,470,000 Php13,277,470,000.00


Preferred Shares 960 960.00
TOTAL 13,277,470,960 Php13,277,470,960.00

11. Are any or all of these securities listed on a Stock Exchange.

Yes [ X ] No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein:

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Philippine Stock Exchange Common Shares & Preferred Shares

12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 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. Php24,445,152,202.95
The aggregate market value of the voting stock held by non-affiliates of the registrant

APPLICABLE ONLY TO ISSUERS INVOLVED IN


INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

14. Not applicable


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.

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:

(a) Audited Financial Statements as of December 31, 2019 (Part II C)


(b) Exhibits and Schedules (Part V)

Page 3 of 59
DMCI HOLDINGS, INC.
ANNUAL REPORT ENDING DECEMBER 31, 2019

TABLE OF CONTENTS
SEC FORM 17-A
Page
Part I – Business and General Information -------------------------------------------------------------- 06
A. Business Information -------------------------------------------------------------------------------- 06
B. Properties ---------------------------------------------------------------------------------------------- 11
C. Legal Proceedings ------------------------------------------------------------------------------------ 14
D. Submission of Matters to a Vote of Security Holders --------------------------------------- 16

Part II – Operation and Financial Condition ---------------------------------------------------------------- 17


A. Market for Issuer's Common Equity and Related Stockholder Matters ----------------- 17
1. Market information ----------------------------------------------------------------------------- 17
2. Holders --------------------------------------------------------------------------------------------- 18
3. Dividends ------------------------------------------------------------------------------------------ 19
4. Recent Sales of Unregistered Securities ---------------------------------------------------- 19
B. Management Discussion and Analysis of Plan of Operations FY 2019-2018 ------------ 20
Management Discussion and Analysis of Plan of Operations FY 2018-2017 ------------ 31
C. Financial Statements --------------------------------------------------------------------------------- 43
D. Information on Independent Accountant and other Related Matters ------------------- 43

Part III – Control and Compensation Information ------------------------------------------------------- 44


A. Directors and Executive Officers of the Issuers ------------------------------------------------ 44
B. Executive Compensation ----------------------------------------------------------------------------- 51
C. Security Ownership of Certain Beneficial Owners and Management --------------------- 52

Part IV – Discussion on Compliance with Leading Practice on Corporate Governance ---------- 53

Part V – Exhibits and Schedules ----------------------------------------------------------------------------- 54


A. List of Top 20 Stockholders ------------------------------------------------------------------------- 55
B. Reports under SEC 17-C ----------------------------------------------------------------------------- 56

SIGNATURE ------------------------------------------------------------------------------------------------------- 59

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ATTACHMENTS

A. STATEMENT OF MANAGEMENT’S RESPONSIBILITY


B. SPECIAL FORMS FOR FINANCIAL STATEMENTS (SFFS)
a. Treasurer’s Certification on SFFS with Compact Disc (CD)
b. Consolidated Balance Sheets
c. Consolidated Income Statements
d. Consolidated Cash Flow Statements
e. Statement of Changes in Equity
C. CONSOLIDATED AUDITED FINANCIAL STATEMENTS
a. Independent Auditors’ Report
b. Consolidated Statements of Financial Position
c. Consolidated Statements of Income
d. Consolidated Statements of Comprehensive Income
e. Consolidated Statements of Changes in Equity
f. Consolidated Statements of Cash Flows
g. Notes to Consolidated Financial Statements
D. INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY SCHEDULES
a. Schedules required by Annex 68-J
b. Reconciliation of Retained Earnings Available for Dividend Declaration (Annex 68-D)
c. Statement of Financial Soundness Indicators (Annex 68-E)
d. Map of the relationships of the companies within the group
E. SUSTAINABILITY REPORT

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PART I - BUSINESS AND GENERAL INFORMATION

A. BUSINESS DESCRIPTION

DMCI Holdings, Inc. (the “Company”) was incorporated on March 8, 1995 as a holding company to
extract greater value from the engineering expertise and construction resources of D.M. Consunji, Inc.,
the pioneering contractor behind some of the biggest and most complex infrastructures in the
Philippines. It was listed on the Philippine Stock Exchange on December 18, 1995.

In only a few years after incorporation, the Company has expanded its business organization to
include five major subsidiaries, namely: D.M. Consunji, Inc., DMCI Project Developers, Inc., Semirara
Mining and Power Corporation, DMCI Power Corporation and DMCI Mining Corporation. In addition,
the Company has an indirect ownership in Maynilad Water Services, Inc. through a 27 percent stake in
Maynilad Water Holding Company, Inc., which owns 93 percent of the water concessionaire.

D. M. Consunji, Inc. (DMCI), a wholly owned subsidiary, is engaged in general construction services.
It is also engaged in various construction component businesses such as the production and trading of
concrete products and electrical and foundation works. Incorporated and founded in 1954, DMCI is
currently one of the leading engineering and construction firms in the country. It operates in four key
construction segments: building, energy, infrastructure, and utilities. Over the years, its pioneering
methodologies and expertise have allowed it to complete high-rise buildings, toll roads, bridges, power
plants and water facilities of varying scale and complexity. DMCI is at the forefront of building
important and technically challenging structures that will improve lives, sustain communities and
enable growth in the Philippines.

DMCI Project Developers, Inc. (PDI), a wholly owned subsidiary incorporated in 1995 initially as a
housing division under DMCI. Subsequently in 1999, DMCI Homes was spun off to address the surge
in demand for urban homes. Since then, the Company has made high-quality living available to average
Filipino families through its innovative designs, proprietary technologies and cost-efficient
methodologies. Its core products include residential condominium units with resort-inspired amenities
in mid-rise and high-rise developments in Metro Manila and other key areas in Luzon, as well as in
Cebu and Davao City.

Semirara Mining and Power Corporation (SMPC), a 56.65% subsidiary and is engaged in the
exploration, mining, development and sales of coal resources on Semirara Island in Caluya, Antique. It
is the largest coal producer in the country. SMPC has two wholly owned subsidiaries, Sem-Calaca
Power Corporation (2x300 MW) and Southwest Luzon Power Generation Corporation (2x150 MW).
The two companies provide baseload power through bilateral contracts with distribution utilities.
Excess generation is sold to the Wholesale Electricity Spot Market (WESM).

DMCI Power Corporation (DPC) is a wholly-owned subsidiary of the Company incorporated in 2006
and is engaged in the business of a generation company which designs, constructs, invest in, and
operate power plants. DPC provides off-grid power to missionary areas through long-term power
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supply agreements with local electric cooperatives. It currently operates and maintains bunker-fired
power plants and diesel generating sets in parts of Masbate, Oriental Mindoro and Palawan.

DMCI Mining Corporation (DMC) incorporated in 2007 to engage in ore and mineral mining and
exploration. It has two nickel mining assets, namely Berong Nickel Corp (BNC) and Zambales Diversified
Metals Corp (ZDMC). The former is located in Berong, Long Point, Moorsom and Ulugan, all in the
province of Palawan, while the latter is located in Acoje, Zambales. Both mining companies use open
pit technique to extract nickel, chromite and iron laterite.

Maynilad Water Holding Company, Inc. (Maynilad) (formerly DMCI-MPIC Water Co.) is a
consortium with Metro Pacific Investments Corporation and Marubeni Philippines Corp. which owns
93% equity at Maynilad Water Services, Inc. (MWSI). The Company's economic interest in MWSI
decreased to 25% from 41%, after Marubeni acquired 20% of economic interest in Maynilad last
February 2013.

The lists of subsidiaries, associates and joint venture as well as the information of each operating
segment of the Company are contained in the attached Consolidated Financial Statements as of
December 31, 2019.

Any bankruptcy, receivership or similar proceeding


There has been no other business development such as bankruptcy, receivership or similar proceeding
that affected the registrant for the past three years.

Material reclassification, merger, consolidation, or purchase or sale of a significant amount of asset


not in the ordinary course of business
There has been no material reclassification, merger, consolidation or purchase or sale of a significant
amount of asset that is not in the ordinary course of business for the past three years.

Business of Issuer

Principal products or services and their markets


The Company is a publicly-listed firm with subsidiaries or affiliates engaged in construction, real estate,
coal mining, nickel mining, power generation, and water distribution businesses. Its revenues and net
income are being generated and consolidated from its subsidiaries.

Percentage of sales or revenues and net income contributed by foreign sales


Except for coal and nickel segments, revenues of the Group were primarily derived from sales within
the Philippines. Excluding sales from its own power plant, export sales from coal segment accounted
for 79%, 56% and 66% of coal sales in 2019, 2018 and 2017, respectively. For nickel segment, 100% are
export sales.

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Distribution methods of the products or services
This is not applicable to the Parent Company being a holding company. For the operating companies,
the following are the distribution methods of products and services: DMCI pursue construction
projects both from government and private investors. DMCI closely works with the project owners,
concerned government agencies, qualified subcontractors and service providers in delivering quality
service. Meanwhile, PDI has its own in-house sales team and external brokers in marketing its
residential products to its customers. Marketing policy of SMPC is to sell directly to ultimate consumers
for local sales on FOB basis. Export sales are distributed through coal traders, also on FOB basis. For
nickel mining, DMC sells directly to the customers. All nickel sales are on FOB basis. The Company’s
power segments have power supply agreements to private distribution utilities, various cooperatives
and other customers. Meanwhile, Water is distributed through Maynilad’s network of pipelines,
pumping stations and mini-boosters.

Status of any publicly-announced new product or service


There has been no new product or services aside from the existing products or services offered by the
operating subsidiaries of the Company.

Competition
Among the publicly listed companies, DMCI Holdings, Inc. is the only holding company which has
construction for its primary investment. Its construction business is primarily conducted by wholly-
owned subsidiary, D.M. Consunji, Inc. (DMCI), which has, for its competitors, numerous construction
contracting companies, both local and foreign, currently operating in the country. It has been an
acknowledged trend that the state of construction industry depends mainly on prevailing economic
conditions. Thus, the currently strong economic growth explains the continued expansion in the
construction industry. To optimize its resources and profitability, DMCI has been focusing on selected
markets where construction demand has remained relatively strong, particularly, in more complex
building structures and civil works. The Company's coal mining is the largest coal producer in the
country. Competition is coming from imported coal. The real estate business, PDI, is well-positioned
to capture the end-user market with much lower price for the same market with that of its competitor.

Sources and availability of raw materials and the names of principal suppliers
Not applicable to DMCI Holdings, Inc. For DMCI and PDI, it has its own pool of equipment and
construction materials supplies. Meanwhile, SMPC and DMC sources its ore from its mining properties
under appropriate rights granted by law or the Government of the Philippines.

Dependence on single customer or a few customers


DMCI Holdings has successfully diversified into various business segments and market base. Total
revenue consists of the following: coal (33%), real estate (21%), construction (21%), on-grid power
(18%), off-grid power (5%) and nickel (2%). The subsidiaries have various customers in terms of
location, profile and target market such that the loss of a few customers would not have a material
adverse effect on DMCI Holdings and its subsidiaries taken as a whole.

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Transactions with and/or dependence on related parties
All transactions with related companies are done on market terms and arm’s length basis. See Note
21 (Related Party Disclosures) of the Notes to the Consolidated Financial Statements.

Patents, trademarks, copyrights, licenses, franchises, concessions, and royalty agreements held
Not applicable to DMCI Holdings, Inc. For DMCI, it is and remains a quadruple-A (“AAAA”) licensed
contractor, given by the Philippine Construction Accreditation Board (PCAB), in consideration of certain
minimum requirements such as: (1) financial capacity; (2) equipment capacity; (3) experience of firm;
and (4) experience of technical personnel. The Quadruple A license is currently the highest given to
firms that satisfy the institution’s requirements and allows the AAAA builder-developer to qualify to
be invited to foreign bids. PDI is also recognized as a Quadruple A contractor by PCAB on January 2017.
It is the first real estate firm to be recognized as such. Meanwhile, SMPC has existing royalty
agreements with the Department of Energy (DOE) and land claimants. SMPC is in full compliance with
its existing royalty agreements as of December 31, 2019.

Need for any government approval of principal products or services


Not applicable to DMCI Holdings, Inc. The operating subsidiaries and affiliate comply with all existing
and applicable requirements to secure government approvals on its products/services.

Effect of existing or probable governmental regulations to the business


Not applicable to DMCI Holdings, Inc. but only to its operating subsidiaries and affiliate. The
operating subsidiaries and affiliate comply with all existing and applicable government regulations
and secure all government approvals for its registered activities. For DMCI and PDI, it is required
under Philippine laws to secure construction permits and environmental clearances from appropriate
government agencies prior to actually undertaking each project. Meanwhile, SMPC and DMC are
required under Philippine laws to secure mining and exploration permits, as well as environmental
clearances from appropriate government agencies for its continuing operations. The power
businesses under SMPC and DPC, on the other hand, is required to comply with the provisions of the
Electric Power Industry Reform Act (EPIRA) that was passed in June 2001. For Maynilad, any tariff
rate adjustments require the approval of the Metropolitan Waterworks and Sewerage System
(MWSS) and regulatory office.

Estimate of amount spent for research and development activities


Research and development activities of DMCI Holdings, Inc. and its subsidiaries are done on a per
project basis. DMCI Holdings, Inc. and its subsidiaries do not allocate fixed percentages or specific
amounts as the costs of research and development varies depending on the nature of the project.

Costs and effects of compliance with environmental laws


Not directly applicable to DMCI Holdings, Inc., but only to its operating subsidiaries. Costs vary
depending on the size and nature of a construction project for the construction and real estate
businesses. SMPC and DMC must comply with the environmental standards in accordance to their
respective Environmental Compliance Certificate (ECC). Meanwhile, the power businesses are required
to be compliant with certain environmental laws such as the Clean Air Act (RA 9275). For Maynilad,
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wastewater facilities are required to be maintained in compliance with environmental standards set
primarily by the Department of Environment and Natural Resources (DENR) regarding effluent quality.
DMCI Holdings, Inc. and its subsidiaries has made continuous efforts to meet and exceed all statutory
and regulatory standards.

Total Number of Employees


The total number of full-time employees of the Company is fourteen (14) who are neither unionized
nor covered by special incentive arrangements.

Major Risks
Risk management is entrenched in the decision-making process of the Company and its subsidiaries.
We continually monitor and assess our risk areas and develop strategies and action plans to better
manage them.

The Company identified three key risk management areas.

1. Key people movement


With a number of senior executives set to retire from key positions in the next few years,
developing a clear succession plan and roadmap is key to sustaining the operations and growth of
the organization.

The Company is now developing a pool of potential successors, from which future leaders and
senior managers will be drawn.

Mentoring and talent development is also being intensified to prepare the next batch of
professionals to assume greater responsibilities in the organization.

2. Portfolio management
Financial stability of the holding company
Our primary responsibility is to deliver value to our shareholders by ensuring the financial stability
of the Company. We continue to maintain a strong balance sheet that will provide support for
growth and cushion for economic uncertainties.

Our cash flows are dependent on the ability of our subsidiaries and affiliate to pay dividends. These
are used to pay dividends to our shareholders and to fund new investments.

The senior management of the holding company participates in the strategic planning process of
the subsidiaries and affiliates to align their strategic goals and actions with the holding company,
to unlock synergies within the Group and to ensure that their capital allocation decisions will allow
the holding company to deliver on its dividend commitment.

Entering into new or allied investments


We recognize that identifying and pursuing strategic business opportunities as they arise
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is critical for the creation of long-term value for the holding company.

A gating process is established wherein all new business opportunities are evaluated based on
highly selective criteria identified by the Board and senior management. This is conducted to
minimize the time and resources of evaluating potential investments that may not be pursued
eventually.

In making investment decisions, Management considers investments in industries that will


leverage the Company’s engineering and management expertise and construction resources, along
with the risk adjusted returns of the potential investments and specific measures to manage these
identified risks.

Upon the Board’s decision to pursue the investment, a technical working group is established to
perform due diligence covering the financial, operational, regulatory and risk management of the
investment. Once the holding company has invested, a post implementation review is performed
to evaluate if project objectives are met and to identify improvements for mitigating future risks.

3. Regulatory and compliance risk


The Group operates in highly regulated, contract-based industries. Compliance with applicable
laws, regulations, contractual obligations and stakeholder covenants is key to sustaining its
businesses.

To manage our compliance risks, we have dedicated compliance and regulatory teams in our
operating subsidiaries that coordinate with the different business units to ensure conformity to
applicable laws and regulations and ISO standards. They also monitor emerging laws and
regulations affecting the industries.

B. PROPERTIES

The Company and its subsidiaries own and lease several tracts of land for operations and for
administrative/office use. The leases are renewable under such terms and conditions that are agreed
upon by the contracting parties. Rental rates are based on prevailing market rental rates for the said
properties. Please refer to Note 34 of the accompanying Notes to the Consolidated Financial
Statements for further details on lease agreements.

The Company and its subsidiaries also invested in equipment used especially in its construction, real
estate, mining and power businesses.

All properties and equipment are free of any liens and encumbrances except for some equipment
used as collateral for existing loans of the subsidiaries for which they are in full compliant with (see
Notes 13, 15 and 19 of the accompanying Notes to the Consolidated Financial Statements for further
details).

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SEMIRARA MINING AND POWER CORPORATION
The mine site located in Semirara Island, Caluya, Antique, is part of the coal mining reservation
under Proclamation No. 649 issued by then President Manuel L. Quezon on November 20, 1940.
The infrastructures and road network, office administration buildings, and power plants, are some
of the improvements made by the Company on the leased area, as well as the following:

a. Building/Offices Units Units


Administration Building 1 Motorpool MWS 1
Analab Building 1 MS1 Building 1
Civil Works Office & Warehouse 1 MS2 Building 1
Coal Power Plant 2 x 7.5MW 1 MS3 Building 1
Coal Power Plant 1 x 15MW 1 MS4 Building 1
Coal Silo 4 MS5 Building 1
Core House 1 MS7 Building 1
Refo Office 1 Oxygen/Acetylene Building 2
Genset Shed at CPP 1 Molave Pit Office 1
IMS Office & Library 1 Molave Pitshop 1
Lime Plant 1 Narra Pit Office 1
Magazine Building 3 Product Office 1
Main Workshop 1 RMO Office 1
Warehouse 1 Sandblasting & Painting 3
Coal Shed at Product 1 Shipping Mayflower Office 1
HRD Building 1 Shipping Shipyard Office 1
Diesel Power Plant 1 Tire Shop at MWS 1

b. Housing
Altar Boys Quarter 1 Molave Housing (Laborer's Unit) 1,022
Group Staff House 2 Pinatubo Housing 51
Individual Staff House 3 Molave Phase 1 Extension 69
Kalamansig Housing 103 Waffle Crete Building 2
Laborer's Clusters 1-8 78 IS Extension 59
Bunlao Phase 5 & 6 Housing 200 Tabunan Staff House 3
Lebak Housing 154 Phase 7 Housing 153

c. Others
Commuter Terminal 1 Messhall at Waffle Crete 1
Covered Tennis Court 1 Mix Commercial Building 3
Gantry at mayflower 1 Multi-Purpose Gym 3
Gantry at MWS 1 Multi-Purpose Hall 4
Grotto 1 Evacuation/Covered Court 5
Hangar 4 ONB ATM Machine Building 1
Material Recovery Facility 1 Oval at Pinagpala Area 1
Messhall 1 1 Indoor Swimming Pool at Pinagpala 1
Messhall at Cluster 5 1 Pall Water Filtration Plant 1
Messhall at Cluster 7 1 Pottery Building 1
Semirara Plaza 1 Aviary 1
5k Slipway 1 Semirara Airstrip 1
SMC Infirmary 1 Wind Breaker 1
Tabunan hatchery & Laboratory 1 K2 Overpass Bridge 1
Desalination Plant 1

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These are all located in Semirara Island, Caluya, Antique (mine site). All properties are free of any
liens and encumbrances. The Company also invested in mining and other equipment used in its
coal mining operations.

On the other hand, its power subsidiary, SCPC owns the following equipment, structures, buildings
and improvements located over parcels of land subject of a lease contract for 25 years from the
Power Sector Assets Liabilities and Management Corporation (PSALM) at Calaca, Batangas:

1. 2x300 MW units of the Calaca Power Plant with its major components and accessories
2. Staff Housing Units
3. Guest House
4. Pier
5. Conveyor Unloading System
6. Coal Stockyard
7. Administrative Building
8. Motorpool

D.M. CONSUNJI, INC.


The following are the properties and equipment owned by the Company:
CONSTRUCTION EQUIPT & TOOLS AIR EQUIPMENT
COMPACTION EQUIPMENT
CONCRETING EQUIPMENT
EARTHMOVING EQUIPMENT
EXCAVATION EQUIPMENT
HAULING EQUIPMENT
LIFTING EQUIPMENT
METAL FORMWORKS
PILE DRIVING EQUIPMENT
POWER GENERATING EQUIPMENT
PUMPING EQUIPMENT
SHOP EQUIPMENT
SPECIAL SUPPORT EQUIPMENT
TOOLS & OTHER INSTRUMENTS
TRANSPO. EQUIPT. SERVICE CAR
SERVICE PICK-UP
OTHER VEHICLES
OFFICE FURN., FIXTURES & EQUIPT. OFFICE FURNITURE & FIXTURES
OFFICE EQUIPMENT
COMPUTER EQUIPMENT
COMMUNICATION EQUIPMENT
OTHERS LAND
LAND IMPROVEMENTS
LEASEHOLD IMPROVEMENTS
BUILDING
BUILDING IMPROVEMENTS

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PLANTS
COMPUTER SOFTWARE
CLEARING - ASSET ACQUISITION
OTHER MISCELLANEOUS EQUIPMENT
ASSET UNDER CONSTRUCTIONS
MARINE EQUIPMENT
KITCHEN EQUIPMENT

DMCI POWER
DMCI Power and its subsidiary owns the following power plants as of December 31, 2019:
 12.40MW bunker-fired and 36.98MW diesel generator in Masbate
 9.90MW bunker-fired and 59.09MW diesel generator in Palawan
 15.56MW bunker-fired plant in Oriental Mindoro

DMCI PROJECT DEVELOPERS, INC.


Classification Property Description Location
EQUIPMENT Office equipment Various
Communication equipment
Furniture and fixtures
Transportation equipment
Machinery & other construction
equipment
Software
Mock-up assets

LAND Residential Various locations in Metro Manila

DMCI MINING CORPORATION


All mining equipment are owned by its operating subsidiaries, namely Berong Nickel Corporation and
Zambales Diversified Metals Corp.

C. LEGAL PROCEEDINGS

None of the directors and officers was involved in the past five (5) years in any bankruptcy
proceeding. Neither have they been convicted by final judgment in any criminal proceeding,
nor been subject to any order, judgment or decree of competent jurisdiction, permanently
enjoining, barring, suspending, or otherwise limiting their involvement in any type of business,
securities, commodities or banking activities, nor found in an action by any court or
administrative body to have violated a securities or commodities law.

Except for the following, none of the directors, executive officers and nominees for election is
subject to any pending material legal proceedings as of the date of this information statement.

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(1) Pp. vs. Consunji, et. al., Criminal Case No. Q-02-114052, RTC-QC, Branch 78. - A complaint
for violation of Article 315(2)(a) of the Revised Penal Code, as qualified by Presidential Decree
No. 1689 was filed in RTC-QC Branch 78 as Criminal Case No. Q-02-114052 pursuant to a
resolution of the Quezon City Prosecutor dated December 3, 2002 in I.S. No. 02-7259 finding
probable cause against the directors and officers of Universal Leisure Club (ULC) and its parent
company, Universal Rightfield Property Holdings, Inc., including Isidro A. Consunji as former
Chairman, Cesar A. Buenaventura and Ma. Edwina C. Laperal as former directors of ULC.
Complainants claim to have been induced to buy ULC shares of stock on the representation
that ULC shall develop a project known as “a network of 5 world clubs.”

The case was re-raffled to RTC-QC Branch 85 (the “Court”). On January 10, 2003 respondents
filed their Motion for Reconsideration on the resolution dated December 3, 2002
recommending the filing of the complaint in court, which was granted on August 18, 2003.
Accordingly, a Motion to Withdraw Information was filed in Court. On September 11, 2003,
complainants’ sought reconsideration of the resolution withdrawing the information, but was
denied by the City Prosecutor. By reason of the denial, Complainants’ filed a Petition for Review
with the Department of Justice (DOJ) on August 26, 2005.

Meanwhile, the Court granted the withdrawal of information on June 6, 2005. Complainants
filed a Motion for Reconsideration and Urgent Motion for Inhibition, but were both denied by
the Court in its Omnibus Order dated November 29, 2005. Thereafter, a Notice of Appeal was
filed by the complainants, but was ordered stricken out from records by the Court for being
unauthorized and declaring the Omnibus Order final and executory in its Order dated February
22, 2007. The Petition for Review, however, filed by the Complainants with the DOJ on August
26, 2005 is pending to date.

(2) Rodolfo V. Cruz, et. al. vs. Isidro A. Consunji, et. al., I.S. Nos. 03-57411-I, 03-57412-I, 03-
57413-I, 03-57414-I, 03-57415-I, 03-57446-I and 03-57447-I, Department of Justice, National
Prosecution Service. - These consolidated cases arose out of the same events in the
immediately above-mentioned case, which is likewise pending before the DOJ.

In its 1st Indorsement dated December 9, 2003, the City Prosecutor for Mandaluyong City,
acting on a motion for inhibition filed by complainants, through counsel, recommended that
further proceedings be conducted by the DOJ. In an order dated February 3, 2004, the DOJ
designated State Prosecutor Geronimo Sy to conduct the preliminary investigation of this case.
The last pleading filed is a notice of change of address dated June 27, 2008 filed by
complainants’ counsel. This case remains pending to date.

(3) Sps. Andrew D. Pope and Annalyn Pope vs. Alfredo Austria, et al., NPS Docket No. XV-INV-
14K-01066, Office of the City Prosecutor, Taguig City. – This involves a complaint for syndicated
estafa filed against certain directors of the Corporation, namely Messrs. Isidro A. Consunji,
Jorge A. Consunji, Ma. Edwina C. Laperal, Victor A. Consunji, Cesar A. Buenaventura, certain
Page 15 of 59
directors of the Corporation’s subsidiaries D.M. Consunji, Inc. (“DMCI”) and DMCI Project
Developers, Inc. (“DMCI-PDI”), namely, Alfredo A. Austria, Victor S. Limlingan, Maria Cristina C.
Gotianun, David Consunji, Edilberto C. Palisoc, and the Corporation’s Corporate Secretary and
Assistant Corporate Secretary, Atty. Noel A. Laman and Atty. Ma. Pilar Pilares-Gutierrez. The
complainants alleged that DMCI failed to deliver the transfer certificate of title over the parcel
of land they bought in Mahogany Place III, one of the developments of DMCI-PDI. In a
Resolution dated February 16, 2016, the Office of the City Prosecutor for Taguig City dismissed
the Complaint-Affidavit dated November 6, 2014 of complainants Andrew David Pope and
Annalyn Pope, because of Spouses Pope’s failure to show the element of deceit as would
establish probable cause to indict the respondents for syndicated estafa. Spouses Pope filed
a Petition for Review dated May 6, 2016 (“Petition”) with the Department of Justice (“DOJ”),
seeking to reverse and set aside the Taguig City Prosecutor’s Office’s (“TCPO”) Resolution dated
February 16, 2016 insofar as it dismissed Pope Spouses’ complaint for syndicated estafa against
the Corporation’s directors and officers. The impleaded officers and directors filed their
Comment on May 27, 2016. The review is still pending with the DOJ.

(4) Agham Party List, represented by its President, Angelo B. Palmones v. DMCI Holdings, Inc.,
et al., G.R. No. 221960, Supreme Court en banc. - This involves a Petition heard before the
Court of Appeals (CA) for the issuance of a Writ of Kalikasan, whereby Agham Party List
("Agham") alleged that DMCI Holdings Inc. (as owner of the Zambales port and owner of DMCI
Mining Corporation) and DMCI Mining Corp. (collectively known as "DMCI") violated
environmental laws in the construction and/or operation of their port in Zambales. However,
DENR and other regulatory agencies strictly monitored the development and operation of the
port, and confirmed that the Company had not violated any environmental and regulatory laws.

Thus, CA dismissed Agham's petition for lack of merit. On appeal before the Supreme Court,
the Supreme Court, through an en banc Resolution dated 18 June 2019, affirmed and upheld
the dismissal of the case by CA.

D. Submission of Matters to a Vote of Security Holders

There were no matters submitted to vote of the security holders during the fourth quarter of
the fiscal year covered by this report.

Page 16 of 59
PART II – OPERATIONAL AND FINANCIAL INFORMATION

A. MARKET FOR ISSUER'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters

(1) Market Information


Both common and preferred shares of DMCI Holdings, Inc. are traded on the Philippine Stock Exchange.

The high and low sales prices of the Company’s equity at the Philippine Stock Exchange for each quarter
of the last two fiscal years and the first quarter of 2020 are set forth below.

Common Share Prices

High Low

2018 First Quarter 15.18 12.12


Second Quarter 12.80 9.82
Third Quarter 12.96 10.54
Fourth Quarter 13.86 11.22

2019 First Quarter 13.00 11.08


Second Quarter 12.42 9.71
Third Quarter 10.74 8.31
Fourth Quarter 9.10 4.95

2020 First Quarter 7.16 3.10

Preferred Share Prices

High Low
2018 First Quarter – –
Second Quarter – –
Third Quarter – –
Fourth Quarter – –

2019 First Quarter – –


Second Quarter – –
Third Quarter – –
Fourth Quarter – –
Page 17 of 59
High Low

2020 First Quarter – –

Price information as of the latest practicable trading date: As of March 31, 2019:

High Low Close Volume


Common Shares 3.89 3.66 3.77 9.7 million
Preferred Shares – – – –

If the information called for by the aforementioned paragraph is being presented in a registration
statement relating to a class of common equity for which at the time of filing there is no established
public trading market in the Philippines, indicate the amounts of common equity – Not applicable

(2) Holders
(a) Set forth the approximate number of holders of each class of common equity of the
registrant as of the latest practicable date but in no event more than ninety (90) days prior to
filing the registration statement. Include the names of the top twenty (20) shareholders of
each class and the number of shares held and the percentage of total shares outstanding held
by each.

Number of Shareholders: As of March 31, 2020, the Company had a total of 716 shareholders
of which 705 were holders of common shares and 11 were holders of preferred shares.

Common Shares: 13,277,470,000 - Of the total outstanding common shares, 1,235,523,997


common shares representing 9.30% of the outstanding common shares are owned by foreign
shareholders as of December 31, 2019.

Title of Name Citizenship Number of Percent of Class


Class Shares Held
Common DACON Corporation Filipino 6,838,807,440 51.51%
Common Philippine Central Filipino 2,437,412,305 18.36%
Depository, Inc.
(PCD)
Common DFC Holdings, Inc. Filipino 2,379,799,910 17.92%
Common Philippine Central Foreigner 1,226,119,146 9.23%
Depository, Inc.
(PCD)

Top 20 Common Shareholders: The list of the Top 20 common shareholders as of December
31, 2019 as contained in Exhibit (2) is herein incorporated by reference.
Page 18 of 59
(3) Dividends
Set forth below are cash dividends declared on each class of its common equity by the Company for
the two most recent fiscal years and any subsequent interim period for which financial statements are
required to be presented by SRC Rule 68:
1. On March 8, 2018, the BOD of the Parent Company declared cash dividends amounting P0.28
regular dividends and P0.20 special cash dividends per outstanding common shares in favor of
the common stockholders of record as of March 23, 2018. This was paid on April 6, 2018 with
a total amount of P6.37 billion.
2. A special cash dividend was declared on November 19, 2018 amounting to P0.48 per
outstanding common share in favor of stockholders of record as of December 5, 2018. This was
paid on December 18, 2018 with a total amount of P6.37 billion.
3. On April 10, 2019, the BOD of the Parent Company declared cash dividends amounting P0.28
regular dividends and P0.20 special cash dividends per outstanding common shares in favor of
the common stockholders of record as of April 29, 2019. This was paid on May 10, 2019 with a
total amount of P6.37 billion.
4. On March 5, 2020, the BOD of the Parent Company declared cash dividends amounting P0.23
regular dividends and P0.25 special cash dividends per outstanding common shares in favor of
the common stockholders of record as of March 23, 2020. This was paid on April 3, 2020 with
a total amount of P6.37 billion.

There are no contractual or other restrictions on the Company’s ability to pay dividends. However, the
ability of the Company to pay dividends will depend upon the amount of distributions, if any, received
from the Company’s operating subsidiaries and joint venture investments and the availability of
unrestricted retained earnings.

(4) Recent Sales of Unregistered Securities – NONE

Page 19 of 59
A. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD DECEMBER 31, 2019


Full Year 2019 vs Full Year 2018

I. RESULTS OF OPERATIONS

Below is a table on the net income contributions of the Company’s businesses for 2019 and 2018:

CONSOLIDATED NET INCOME AFTER NON-CONTROLLING INTERESTS


For the Period Variance
(in Php Millions) 2019 2018 Amount %
SEMIRARA MINING AND POWER CORPORATION P5,727 P7,447 (P1,720) -23%
DMCI HOMES 3,020 3,160 (140) -4%
MAYNILAD 1,761 1,837 (76) -4%
D.M. CONSUNJI, INC. 906 1,212 (306) -25%
DMCI POWER (SPUG) 611 465 146 31%
DMCI MINING 182 117 65 56%
PARENT & OTHERS 223 237 (14) -6%
CORE NET INCOME 12,430 14,475 (2,045) -14%
NON-RECURRING ITEMS (1,897) 38 (1,935) -5092%
REPORTED NET INCOME P10,533 P14,513 (P3,980) -27%

DMCI Holdings, Inc. (the “Company”) recorded P10.5 billion in reported net income in 2019, a 27% drop from
P14.5 billion the previous year. The decline was due mainly to the weak contributions from the coal energy,
construction, real estate and water businesses coupled with a one-time goodwill impairment of the Zambales
mine assets of DMCI Mining. Excluding the non-recurring items, core net income decreased 14% from P14.5
billion to P12.4 billion.

For the fourth quarter alone, the Company posted P1.2 billion in net income, a 70% decline from
P4.1 billion last year due mainly to the 47% reduction in contribution from SMPC and the P1.6 billion non-cash
goodwill impairment. Likewise, core net income for the quarter slipped by 25% from P4.2 billion to P3.1
billion in 2019.

The Company wrote-off the goodwill associated with the mining assets in Zambales Diversified Metals
Corporation (ZDMC) and Zambales Chromite Mining Company (ZCMC) as prevalent market conditions and
regulatory restrictions no longer support the original valuation.

The two companies were bought in 2014 when mid-grade nickel prices averaged US$49. In 2019, the average
selling price of mid-grade nickel plunged 45% to US$27, effectively reducing the saleable resource. Also, the
lack of requisite permits caused ZCMC to remain non-operational while ZDMC was unable to resume full
commercial production due to the absence of ancillary permits in other areas.

Page 20 of 59
The non-recurring losses in 2019 also includes the share in accelerated depreciation of Sem-Calaca Power
Corporation (SCPC) following the rehabilitation of its Units 1 and 2 power plants. Meanwhile, the non-
recurring items in 2018 pertains mainly to the gain on sale of land by DMCI Homes offset by the share in
accelerated depreciation of SCPC.

Full year core net income contributions from SMPC fell 23% from P7.4 billion to P5.7 billion due to the 22%
decline in average coal prices and lower generation of Calaca Units 1 and 2 following the maintenance of both
plants during the year.

DMCI Homes experienced a marked slowdown in project construction, resulting in a 4% slide in core earnings
contribution from P3.2 billion to P3 billion.

Meanwhile, share in core net income from affiliate Maynilad went down by 4% to P1.8 billion owing to higher
amortization and depreciation expenses for its capital expenditure program.

D.M. Consunji, Inc. posted a 25% drop in net income from P1.2 billion to P906 million due to the absence of
significant realized claims and savings from projects nearing completion compared to last year.

Off-grid energy business DMCI Power Corporation contributed P611 million, a 31% growth from
P465 million following the approval of a P1.13 per kwh adjustment on its non-fuel tariff for its Aborlan power
plant in Palawan.

Core net income contribution from DMCI Mining rose 56% from P117 million to P182 million due to the 82%
increase in nickel shipment.

Contributions from Parent Company and other investments slipped 6% to P223 million due to lower interest
income.

SEMIRARA MINING AND POWER CORPORATION

The coal and on-grid power businesses are reported under Semirara Mining and Power Corporation, a 56.65%
owned subsidiary of DMCI Holdings, Inc.

COAL

Coal production in 2019 stood at 15.2 million metric tons (MT), a 17% growth from 12.9 million MT last year.
The record high production is due mainly to increased capacity and favorable weather conditions during the
year. Strip ratio also improved from 12.0x to 11.5x in 2019. Consequently, coal sales for the year expanded by
35% to a record high of 15.6 million MT compared to 11.6 million MT in 2018. Of the total sales volume, 66%
went to export sales while the remaining are sold to power and cement plant customers. Drop in global coal
prices translated to a 22% decrease in average selling price which offset the increase in sales volume in 2019.

POWER

Power generation from 2x300 MW Units 1 and 2 and 2x150MW Units 3 and 4 totaled 3,589 GWh in 2019,
compared to 4,650 GWh last year. Unit 1 was under maintenance for nine months beginning
Page 21 of 59
December 30, 2018. Unit 2, however, ran at a de-rated capacity of 200MW for most part of the year until its
scheduled plant maintenance in October 2019. This resulted to a 54% decline in generated power from these
plants. Meanwhile, power generation of Units 3 and 4 surged by 51% from 1,368 GWh to 2,070 GWh this year
due mainly to higher availability and average capacity of both plants. Consequently, total volume sold for 2019
slipped by 20% to 3,702 GWh from 4,621 GWh last year. Lower global coal prices pushed down average selling
price of Sem-Calaca (Units 1 and 2) by 8% from last year. Meanwhile, Southwest Luzon Power Generation
(Units 3 and 4) benefited from higher WESM prices as 76% of its electricity sales went to the spot market. As a
result, its average selling price for 2019 went up by 11%.

PROFITABILITY

Consolidated net income after tax in 2019 reached P9.7 billion, 20% down from P12.0 billion last year. Net of
eliminations, the coal segment and Southwest Luzon Power and Generation (Units 3 and 4) generated a net
income of P6.2 billion and P3.5 billion, respectively, while Sem-Calaca (Units 1 and 2) generated P0.1 billion
net loss. As a result, net income contribution to the Parent Company declined by 20% from P6.8 billion in 2018
to P5.5 billion in 2019. Excluding non-recurring items, SMPC’s core income attributable to DMCI Holdings
declined 23% from P7.4 billion to P5.7 billion.

For detailed information – refer to SMPC’s SEC Form 17A filed with the SEC and PSE.

DMCI HOMES

Net income contribution of wholly owned subsidiary, DMCI Project Developer’s Inc. (PDI) amounted to
P3 billion in 2019. Excluding the one-time gain on sale of land in 2018, the Company contributed a 4% decline
from P3.2 billion earnings last year.

Realized revenues slipped by 10% from P20.6 billion to P18.6 billion in 2019 due to lower accomplishment for
the period. Meanwhile total operating costs (under cost of sales and operating expenses) declined at a slower
pace of 9% from P17.1 billion to P15.6 billion. Consequently, total operating income dropped by 15% to P2.9
billion in 2019.

Sales and reservations during the year stood at P36.7 billion, 15% down from P43.4 billion last year due mainly
to the timing of project launches.

To expand its product offering, the Company has launched four projects in various areas of Metro Manila.
Total sales value of 2019 project launches is estimated to be at P42 billion.

On the other hand, capex disbursements grew by 35% to P19.5 billion from P14.5 billion last year. Of the
amount spent in 2019, 61% went to development cost and the rest to land and asset acquisition.

MAYNILAD

Maynilad’s water and sewer service revenue in 2019 rose by 9% to P23.6 billion from P21.7 billion due to the
combined effect of the increase in tariff (basic and inflation-linked) and the number of water connections.

Page 22 of 59
Average non-revenue water at district metered area (DMA) level improved from 29.79% in 2018 to 26.39% in
2019 as a result of the 3.1% decrease in water supply coupled with the 1.6% billed volume growth during the
year.

Cash operating expenses grew by 6% to P6.6 billion due to higher personnel costs and water treatment
chemical cost for the period. Meanwhile, noncash operating expenses rose by 19% primarily driven by
increases in amortization of intangible assets which grew in line with Maynilad’s capital expenditure program.

As a result, net income of Maynilad for 2019 stood at P7.7 billion. Excluding the non-recurring items, core net
income remained flat as compared to last year. After adjustments at the consortium company level, core
equity in net earnings slipped by 4% to P1.8 billion in 2019.

In September 2019, Maynilad received a copy of a Supreme Court decision that the water concessionaires and
MWSS are jointly and severally liable for violating Section 8 of Clean Water Act. In October 2019, Maynilad
filed a Motion for Reconsideration of the decision to the Supreme Court. Before Maynilad was re-privatized in
2007, there were only two operating sewage treatment plants (“STPs”), sewerage coverage in the West Zone
was only 6% of the then 677,930 water-served domestic accounts. Maynilad has since built several new STPs,
and, as of December 2019, it has expanded its sewerage coverage to 21.2% of the now 9.7 million water-
served population.

Despite excellent record of service delivery, Maynilad continues to face uncertainties from the review of the
concession agreement. Nevertheless, Maynilad remains focused on programs to maximize water distribution
from the limited resources provided by the Angat Dam, where water levels have declined to disturbing lows.
Maynilad will continue its mission to provide safe, affordable and sustainable water solutions for healthier,
safer, and more comfortable life.

D.M. CONSUNJI, INC.

Earnings from construction business in 2019 amounted to P906 million, 25% down from P1.2 billion earnings
in 2018.

Construction revenue for the year jumped by 26% from P14.6 billion to P18.3 billion in 2019. Higher
accomplishment from ongoing projects mainly accounted for the revenue growth during the period. However,
despite the revenue growth, gross profit dropped by 7% from P2.2 billion to P2.0 billion in 2019 due to the
absence of significant realized claims and savings from projects nearing completion. Meanwhile, operating
expenses increased by 24% due mainly to taxes, salaries and information, communication and technology
(ICT)-related expenses.

Order book (balance of work) at the end of December 2019 stood at P68.2 billion compared to last year’s
P27.9 billion. Awarded projects during the year totaled P53.6 billion of which P25 billion pertains to DMCI’s
share in the balance of work of integrated joint ventures. Newly awarded projects during the year includes
Section 1 of NLEX-SLEX Connector Road of NLEX Corporation, viaduct and depot for the first phase of the
North-South Commuter Railway (NSCR) project, Procurement of Trackwork, Electrical and Mechanical systems
and Integration with Existing systems for LRT Line 2 - East (Masinag) Extension Project, CAMANA Water
Reclamation Facility and the 150 MLD Laguna Lake Water Treatment Plant of Maynilad and the Mi’Casa Kaia
Phase 1 residential building of Federal Land.
Page 23 of 59
DMCI POWER (SPUG)

An added growth area of the power segment is under DMCI Power Corporation (DPC), a wholly-owned
subsidiary of DMCI Holdings, Inc. DPC provides off-grid power to missionary areas through long-term power
supply agreements with local electric cooperatives.

As of December 31, 2019, the total installed rated capacity is 133.92MW. Operations in Sultan Kudarat ended
in December 2018 following the expiration of the Power Supply Agreement (PSA) with Sultan Kudarat Electric
Cooperative, Inc. (SUKELCO).

Sales volume for 2019 in Masbate (120.38 GWh), Palawan (148.33 GWh) and Mindoro (61.23 GWh) totaled
329.94 GWh, a 7% growth from last year. Electricity dispatch in favor of hydropower plants in Oriental
Mindoro during the second half of 2019 were offset by higher power demand in Masbate and Palawan. On the
other hand, average selling prices increased by 5% from P13.14/kWh to P13.76/kWh due to its higher pass-
through fuel component and the effect of tariff adjustment for the Aborlan bunker. As a result, total off-grid
generation revenue rose by 11% to P4.5 billion from P4.1 billion last year. On the other hand, total costs
(under cost of sales and operating expenses) went up by 9% to P3.8 billion driven by higher fuel prices, genset
rentals and taxes.

Consequently, net income contribution of the off-grid power segment rose by 31% from P465 million in 2018
to P611 million in 2019.

DMCI MINING

The nickel and metals (non-coal) mining business is reported under DMCI Mining Corporation, a wholly-owned
subsidiary of DMCI Holdings, Inc.

DMCI Mining Corporation recorded a P1.5 billion net loss in 2019 due mainly to the one-time goodwill
impairment of its Zambales mining assets. Excluding the non-recurring loss, the Company reported a 56%
improvement in net income contribution from P117 million to P182 million in 2019.

Revenues for 2019 rose by 33% to P1.6 billion due to higher shipment of lower-grade nickel ore. Nickel
shipments for the year stood at 1.2 million wet metric tons (WMT), 82% up from last year’s
643 thousand WMT. The improvement in nickel shipments is due to the resumption of operations in Berong
Nickel Corporation and Zambales Diversified Metals Corporation (ZDMC) by virtue of the Department of
Environment and Natural Resources (DENR) Resolution dated November 2018 and September 2019,
respectively. However, average selling price declined from P1,883 per WMT to P1,374 per WMT as a result of
selling lower grade nickel during the period. Average ore grade of sold inventories stood at 1.46% in 2019
compared to 1.70% in 2018.

Total company cash cost per WMT (under cost of sales and operating expenses) amounted only to P860 per
WMT in 2019 compared from P1,250 per WMT in 2018 following the increase in nickel shipment this year.

Page 24 of 59
The Company wrote-off the P1.6 billion goodwill associated with the mining assets in ZDMC and Zambales
Chromite Mining Company (ZCMC) as prevalent market conditions and regulatory restrictions no longer
support the original valuation.

The two companies were bought in 2014 when mid-grade nickel prices averaged US$49. In 2019, the average
selling price of mid-grade nickel plunged 45% to US$27, effectively reducing the saleable resource. Also, the
lack of requisite permits caused ZCMC to remain non-operational while ZDMC was unable to resume full
commercial production due to the absence of ancillary permits in other areas.

Explanation of movement in consolidated income statement accounts:

Revenue
Consolidated revenue for 2019 jumped by 6% from P82.8 billion to P87.8 billion due to the increase in energy
generation of SLPGC (Units 3 and 4), higher WESM prices and higher accomplishment in the construction
business.

Cost of Sales and Services


From P51.9 billion in 2018, cost of sales and service rose by 16% to P60.1 billion due mainly to increase in
energy generation of SLPGC, replacement power incurred in SCPC and higher construction cost.

Operating Expenses
Operating expenses grew by 4% to P12.2 billion in 2019 due to higher government royalties of the coal
segment. Government royalties for 2019 and 2018 amounted to P3.9 billion and P3.6 billion, respectively.
Excluding this item, operating expenses only increased by 2%.

Equity in Net Earnings


Equity in net earnings of associates remained flat at P1.8 billion coming mainly from the income share in
Maynilad consortium.

Finance Costs
Consolidated finance costs expanded by 34% due to loan availments during the period.

Finance Income
Consolidated finance income rose by 25% due to interest received by SCPC from PSALM claims.

Page 25 of 59
Impairment of Goodwill
As a result of the analysis of the recoverable value in 2019, the P1.6 billion goodwill attributable to the
Zambales mining assets has been written-off. The decline in global nickel prices coupled with lower estimated
ore grade of reserves and certain regulatory restrictions led to the recognition of a non-cash goodwill
impairment loss for the year.

Other Income (Expense) – net


Other income slipped by 37% due to absence of the one-time gain on sale of land of DMCI Homes.

Provision for Income Tax


The net operating loss of Sem-Calaca (Units 1 and 2) mainly accounted for the 45% drop in consolidated
provision for income tax (both current and deferred) during the period.

II. CONSOLIDATED FINANCIAL CONDITION

December 31, 2019 (Audited) vs December 31, 2018 (Audited)


The Company’s financial condition for the period improved as consolidated total assets and total equity
amounted to P201 billion and P103 billion, respectively as of December 31, 2019. This is an improvement of
10% and 6%, respectively.

Consolidated cash expanded by 40% from P15.5 billion in December 31, 2018 to P21.6 billion in December 31,
2019. The company generated a healthy cash flow from operations amounting to
P25.1 billion which was reduced by capital expenditures and dividend payments during the year.

Receivables contracted by 3% from P16.7 billion to P16.3 billion in 2019 driven mainly by the timing of
collections and lower energy sales of SCPC.

Contract assets (current and non-current) grew by 16% due to the excess of progress of work over billed
accomplishments in the real estate and construction businesses.

Consolidated inventories jumped by 11% from P44.7 billion to P50.0 billion following the land acquisitions of
the real estate business.

Other current assets slipped by 28% to P7.3 billion due mainly to recoupment of advances to suppliers for
equipment and spare parts.

Investments in associates and joint ventures increased by 7% to P15.2 billion due to investment in a joint
venture by DMCI Homes and equity in net earnings from Maynilad.

Investment properties declined by 9% due mainly to depreciation during the year.

Property, plant and equipment stood at P63.2 billion, 11% up from P57.1 billion last year. The increase was
attributed to capital expenditures in the coal, power and construction businesses.

Page 26 of 59
Pension assets and remeasurements on retirement plans (under equity) slipped by 21% and 46%, respectively.
Meanwhile, pension liabilities grew by 88% in 2019. The movements in these accounts were due mainly to the
effects of differences between actual results and previous actuarial assumptions.

Deferred tax assets rose by 84% following the additional recognition related to the net operating loss
carryover (NOLCO) of SCPC during the year.

Goodwill of P1.6 billion attributed to the Zambales mining assets of DMCI Mining was written-off in 2019 as
prevalent market conditions and regulatory restrictions no longer support the original valuation.

Right of use assets of P0.3 million and the corresponding lease liability recorded under “Other noncurrent
liabilities” were recognized in 2019 upon adoption of PFRS 16, Leases.

Other noncurrent assets expanded by 46% due to additional advances to suppliers and subcontractors which
are expected to be recouped more than 12 months.

Accounts and other payables including income tax payable increased by 11% to P24.9 billion due mainly to the
timing of payments of trade payables.

Contract liabilities (current and non-current) rose by 17% from last year due mainly to the excess of
customer’s deposit/billed accomplishments over progress of work.

Liabilities for purchased land (current and non-current) declined by 5% mainly due to payments made during
the year.

From P41.5 billion, total debt (under short-term and long-term debt) grew by 13% to P46.9 billion following
loan availments during the year.

Deferred tax liabilities dropped by 1% due mainly to the movement of deferred taxes in nickel mining
business.

Other noncurrent liabilities stood at P5.4 billion, more than doubled than last year due to the reclassification
of noncurrent trade payables which will be settled after 12 months.

Net accumulated unrealized gains on equity investments designated at FVOCI grew 19% due to the increase in
fair market value of quoted securities during the year.

Other equity increased by 53% which pertains to the additional share in other comprehensive loss in
associates.

Consolidated retained earnings stood at P64.9 billion at the end of December 2019, 7% up from
P60.7 billion after P10.5 billion of net income and payment of P6.4 billion Parent dividends.

Non-controlling interest rose by 10% as a result of the non-controlling share in the consolidated net income of
Semirara.

Page 27 of 59
III. KEY RESULT INDICATORS

The Company and its Subsidiaries (the “Group”) use the following key result indicators to evaluate its
performance:
a) Segment Revenues
b) Segment Net Income (after Non-controlling Interests)
c) Earnings Per Share
d) Return on Common Equity
e) Net Debt to Equity Ratio

SEGMENT REVENUES
For the Year Variance
(in Php Millions) 2019 2018 Amount %
SEMIRARA MINING AND POWER CORPORATION P44,255 P41,968 P2,287 5%
DMCI HOMES 18,584 20,572 (1,988) -10%
D.M. CONSUNJI, INC. 18,303 14,582 3,721 26%
DMCI POWER (SPUG) 4,541 4,079 462 11%
DMCI MINING 1,610 1,212 398 33%
PARENT & OTHERS 468 430 38 9%
TOTAL REVENUE P87,761 P82,843 P4,918 6%

The initial indicator of the Company’s gross business results is seen in the movements in the different business
segment revenues. As shown above, consolidated revenue grew 6% mainly driven by the increase in energy
generation of SLPGC (Units 3 and 4), higher WESM prices and higher accomplishment in the construction
business.

CONSOLIDATED NET INCOME AFTER NON-CONTROLLING INTERESTS


For the Period Variance
(in Php Millions) 2019 2018 Amount %
SEMIRARA MINING AND POWER CORPORATION P5,727 P7,447 (P1,720) -23%
DMCI HOMES 3,020 3,160 (140) -4%
MAYNILAD 1,761 1,837 (76) -4%
D.M. CONSUNJI, INC. 906 1,212 (306) -25%
DMCI POWER (SPUG) 611 465 146 31%
DMCI MINING 182 117 65 56%
PARENT & OTHERS 223 237 (14) -6%
CORE NET INCOME 12,430 14,475 (2,045) -14%
NON-RECURRING ITEMS (1,897) 38 (1,935) -5092%
REPORTED NET INCOME P10,533 P14,513 (P3,980) -27%

The net income (after non-controlling interest) of the Company have multiple drivers for growth from
different business segments. The weak contributions from SMPC, D.M. Consunji, Inc., DMCI Homes and
Maynilad coupled with the one-time goodwill impairment in 2019 resulted to the 27% decline in consolidated
net income.
Page 28 of 59
EARNINGS PER SHARE
Earnings per share (EPS) pertains to the company’s income allocated to each outstanding share of common
stock. It serves as an indicator of the company’s profitability.

The Company’s consolidated basic and diluted EPS was P0.79/share for the year ended December 31, 2019, a
27% drop from P1.09/share EPS year-on-year.

RETURN ON COMMON EQUITY


Return on common equity is defined as the amount of net income a company earns per book value of
common shares. It is one of the common metrics used by investor to determine how effectively their capital is
being reinvested. It is arrived at by dividing the net income share of the parent company over the average
parent common equity. The Company’s return on common equity stood at 13% and 19% for the year ended
December 31, 2019 and 2018, respectively.

NET DEBT TO EQUITY RATIO


As a stockholder/investor, financial position and stability would be an important aspect. The Company tests its
solvency and leverage exposure through the net debt to equity ratio. This test indicates the Company’s
ownership of creditors vs. owners/investors. Net debt to equity ratio is computed by dividing the interest-
bearing loans net of cash and cash equivalents over total equity.

Total borrowings stood at P46.9 billion from P41.5 billion in 2018, which resulted to a net debt to equity ratio
of 0.25:1 as of December 31, 2019 and 0.27:1 as of December 31, 2018.

FINANCIAL SOUNDNESS RATIOS


December 31, 2019 December 31, 2018
Gross Margin 32% 37%
Net Profit Margin 17% 24%
Return on Assets 9% 12%
Return on Parent Equity 13% 19%
Current Ratio 218% 212%
Net Debt to Equity Ratio 25% 27%
Asset to Equity Ratio 195% 188%
Interest Coverage Ratio 6 times 12 times

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PART II--OTHER INFORMATION

1. The Company’s operation is a continuous process. It is not dependent on any cycle or season;
2. Economic and infrastructure developments in the country may affect construction business; Interest
rate movements may affect the performance of the real estate industry; Mining activities are
generally hinge on the commodities market. Businesses not affected by known cycle, trends or
uncertainties are power and water.
3. On March 5, 2020, the BOD of the Parent Company has declared cash dividends amounting to P0.23
regular dividends per common share and P0.25 special cash dividends per common share for a total of
P6.37 billion in favor of the stockholders of record as of March 23, 2020 and was paid on April 3, 2020.
4. On April 10, 2019, the BOD of the Parent Company has declared cash dividends amounting to P0.28
regular dividends per common share and P0.20 special cash dividends per common share for a total of
P6.37 billion in favor of the stockholders of record as of April 29, 2019 and was paid on May 10, 2019.
5. There were no undisclosed material subsequent events and transferring of assets not in the normal
course of business that have not been disclosed for the period that the company have knowledge of;
6. There are no material contingencies during the interim period; events that will trigger direct or
contingent financial obligation that is material to the company, including any default or acceleration of
an obligation has been disclosed in the notes to financial statements.
7. There are no material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other persons
created during the reporting period
8. Except for interest payments on loans, which the Company can fully service, the only significant
commitment that would have a material impact on liquidity are construction guarantees. These are
usually required from contractors in case of any damage / destruction to a completed project.
9. Any known trends or any known demands, commitments, events or uncertainties that will result in or
that will have a material impact on the registrant’s liquidity. – None
10. The Group does not have any offering of rights, granting of stock options and corresponding plans
thereof.
11. All necessary disclosures were made under SEC Form 17-C.

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CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD DECEMBER 31, 2018

Full Year 2018 vs Full Year 2017

I. RESULTS OF OPERATIONS

Below is a table on the net income contributions of the Company’s businesses for 2018 and 2017:

NET INCOME AFTER NON-CONTROLLING INTERESTS


For the Year Variance
(in Php Millions) 2018 2017 Amount %
SEMIRARA MINING AND POWER CORPORATION P7,447 P8,136 (P689) -8%
DMCI HOMES 3,160 3,551 (391) -11%
MAYNILAD 1,837 1,765 72 4%
D.M. CONSUNJI, INC. 1,212 1,043 169 16%
DMCI POWER (SPUG) 465 359 106 30%
DMCI MINING 117 113 4 4%
PARENT & OTHERS 237 79 158 200%
CORE NET INCOME 14,475 15,046 (571) -4%
NON-RECURRING ITEMS 38 (281) 319 114%
REPORTED NET INCOME P14,513 P14,765 (P252) -2%

DMCI Holdings, Inc. (the “Company”) recorded P14.5 billion in reported net income in 2018, a 2% slip
from P14.8 billion the previous year. The construction, real estate, off-grid power, water and nickel
mining businesses delivered healthy returns but the weaker performance of the coal energy business
tempered the consolidated net income for the year.

Excluding the non-recurring items in 2018 and 2017, core net income of DMCI Holdings receded 4%
from P15 billion to P14.5 billion.

The non-recurring items in 2018 pertains mainly to a P715 million gain on sale of land by DMCI
Homes and P679 million share in accelerated depreciation of Sem-Calaca Power Corporation (SCPC)
due to rehabilitation of Units 1 and 2 power plants.

Meanwhile, non-recurring items in 2017 include a P117 million share in Maynilad’s redundancy and
right-sizing costs and P164 million mainly coming from the share in accelerated depreciation of SCPC.

DMCI Holdings posted a 3% improvement in consolidated revenues from P80.7 billion to P82.8 billion
driven by strong performance of the construction, real estate, off-grid power and nickel mining
businesses.

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For the fourth quarter alone, the Company recorded P3 billion in consolidated net income, nearly
unchanged from P3.1 billion in 2017. Likewise, consolidated revenues slightly grew by 1% from
P22.3 billion in 2017 to P22.5 billion in 2018.

Net income contributions from SMPC fell 14% from P8 billion to P6.8 billion due to nearly 8-month
shutdown of Southwest Luzon Power Generation Corporation (Unit 1), inclement weather and
China’s soft ban on coal imports. Excluding non-recurring items, SMPC’s core income attributable to
DMCI Holdings declined 8% from P8.1 billion to P7.4 billion.

DMCI Homes registered a 9% increase in net income from P3.6 billion to P3.9 billion owing to a 3%
rise in revenues and a one-time gain of P715 million on sale of land. Excluding the non-recurring
item, core net income of DMCI Homes went down by 11% due to higher cost of materials and impact
of adoption of a new accounting standard, particularly on the recording of broker’s commission,
which increased cost of sales.

Meanwhile, share in net income from affiliate Maynilad increased 7% from P1.6 billion to P1.8 billion
following a 3% increase in billed volume which was boosted by an inflation rate adjustment of 2.8%
in January and 2.7% basic charge increase in October. Excluding non-recurring items, share in
Maynilad’s core income increased by 4% to P1.8 billion.

Net income contributions from D.M. Consunji, Inc. jumped 16% from P1 billion to P1.2 billion due to
a 12% increase in revenues and recognition of variation orders from projects nearing completion.

Off-grid energy business DMCI Power saw its net earnings surge 30% from P359 million to P465
million. The double-digit growth was driven by a 25% increase in energy sales volume.

DMCI Mining registered modest growth in 2018 as its net income climbed 4% from P113 million to
P117 million. The increase was due to a 22% rise in nickel shipment volume of higher-grade nickel.

DMCI Holdings and other investments rose 200% from P79 million to P237 million due to higher
interest income.

SEMIRARA MINING AND POWER CORPORATION

The coal and on-grid power businesses are reported under Semirara Mining and Power Corporation,
a 56.65% owned subsidiary of DMCI Holdings, Inc.

COAL

Coal production in 2018 stood at 12.9 million metric tons (MT), slightly lower by 2% from 13.2 million
MT last year. Continuous heavy rains caused the slowdown in production specifically during the third
quarter of the year. With lower production and China’s soft ban on imported coal in Q4, coal sales
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volume dropped 12% from 13.1 million MT to 11.6 million MT. Domestic coal sales reached 6.6
million MT accounting for 57% of the total sales volume, while the balance pertains to coal exports.
Average selling price rose by 18% due to higher global coal prices which tempered the drop in sales
volume. On the other hand, strip ratio during the year increased to 12.0:1 from 9.5:1 due mainly to
the ongoing rehabilitation of Panian mine. Excluding the rehabilitation, strip ratio in 2018 actually
stood within normal range at 10.2:1.

POWER

Power generation from 2x300 MW of Sem-Calaca (3,282 GWh) and 2x150MW of Southwest Luzon
Power Generation (1,368 GWh) totaled 4,650 GWh in 2018 compared to 5,202 GWh last year. The
11% drop was mainly due to the prolonged shutdown of Unit 1 of Southwest Luzon Power
Generation. Consequently, total volume sold in 2018 stood at 4,621 GWh, 10% down from 5,159
GWh sold last year. Meanwhile, higher global coal prices pushed average selling price of Sem-Calaca
up by 10% from last year. However, the expiration of higher-priced power supply agreement (PSA) of
Southwest Luzon Power Generation have pulled down its average selling price by 11% in 2018.

PROFITABILITY

Consolidated net income after tax in 2018 reached P12.0 billion, 15% down from P14.2 billion last
year. Net of eliminations, the coal segment generated a net income of P5.9 billion, while Sem-Calaca
and Southwest Luzon Power Generation generated P4.5 billion and P1.6 billion, respectively. As a
result, net income contribution to the Parent Company declined by 14% from P8.0 billion in 2017 to
P6.8 billion in 2018. Excluding non-recurring items, SMPC’s core income attributable to DMCI
Holdings declined 8% from P8.1 billion to P7.4 billion.

For detailed information – refer to SMPC Information Statement filed with SEC and PSE.

DMCI HOMES

Net income contribution of wholly owned subsidiary, DMCI Project Developer’s Inc. (PDI) amounted
to P3.9 billion in 2018, a 9% rise from P3.6 billion the previous year. Excluding the gain on sale of
undeveloped land of P0.7 billion, the Company contributed P3.2 billion net income, a 11% slip from
last year.

Realized revenues for the period jumped by 3% from P19.9 billion to P20.6 billion in 2018. Following
the percentage of completion method, revenues are recognized based on the progress of its project
development and at least 15 percent of the contract price has been collected from the buyer. Below
15 percent collections are recognized under “Contract liabilities” account.

On the other hand, total costs (under cost of sales and operating expenses) grew at a faster pace
from P15.7 billion to P17.1 billion in 2018. The 9% increase is attributed mainly to higher cost of

Page 33 of 59
construction materials and business taxes. The adoption of the new accounting standard,
particularly on the recording of broker’s commission, also increased cost of sales.

Sales and reservations surged 14% from P38.0 billion in 2017 to P43.4 billion this year buoyed by
strong demand for residential condominium coming from new launches as well as existing projects.

During the year, the Company has launched new projects located in various areas of Metro Manila
with total estimated sales value of P27.8 billion.

On the other hand, capex disbursements grew by 19% to P14.5 billion from P12.2 billion last year. Of
the amount spent in 2018, 77% went to development cost and the rest to land and asset acquisition.

MAYNILAD

The Company’s investment in the water business is recognized mainly through its equity investment
in the partnership with Metro Pacific Investments Corporation (MPIC) and Marubeni Corporation of
Japan, with the actual operations under Maynilad Water Services, Inc. (Maynilad).

Maynilad handles the water distribution and sewer services for the western side of Metro Manila and
parts of Cavite.

During the year, billed volume grew by 3%, from 511.66 million cubic meters (mcm) to 527.15 mcm.
The improvement in the billed volume was brought about by the increase in billed services through
its continued expansion mostly in the southern areas of the concession, namely in Cavite,
Muntinlupa, Las Piñas and Paranaque. Consequently, total billed services in 2018 stood at 1,407,503
, a 3.6% growth from last year.

Average non-revenue water at district metered area (DMA) level improved from 32.26% in 2017 to
29.79% in 2018 as a result of the 0.6% marginal decrease in water supply coupled with higher billed
volume growth during the year.

Maynilad’s water and sewer service revenue rose by 7.3% to P21.7 billion from P20.2 billion last year
driven by higher billed volume coupled with a favorable customer mix, inflation rate adjustment of
2.8% in January 2018 and the tariff adjustment of 2.7% in October 2018.

Cash operating expenses declined by 4.6% after savings in personnel cost coming from the
redundancy and right-sizing program last year. Meanwhile, non-cash operating expenses rose by
14.7% primarily driven by increases in amortization of intangible assets which grew in line with
Maynilad’s continuing capital expenditure program.

As a result, Maynilad reported a net income of P7.3 billion in 2018, a 7% improvement from P6.8
billion last year.

Page 34 of 59
After adjustments at the consortium company level, the Company’s equity in net earnings reported a
7% growth from P1.6 billion in 2017 to P1.8 billion in 2018. Excluding the share in one-time loan
refinancing cost in 2018 and one-time cost of the right-sizing program in 2017, equity in net earnings
rose by 4% to
P1.8 billion.

Rate Rebasing Update


In September 2018, MWSS approved Maynilad’s Rebasing adjustment for the Fifth Rate Rebasing
Period (2018 to 2022) of P5.73 per cubic meter which will be implemented on a staggered basis over
four years.

However, the matter of Maynilad’s tariffs for the entire 2013-2017 five-year Business Plan period and
two related arbitration awards in its favor, remain unresolved. In summary:

 In 2015, Maynilad received an arbitration award in its favor against the Metropolitan
Waterworks and Sewerage System (“MWSS”), which centered on treatment of Corporate
Income Tax as an expense to be recovered through the tariff. The dispute on implementing
this tariff is working its way through the Philippine Court System with MWSS now seeking
recourse to the Supreme Court following awards in Maynilad’s favor by lower courts.
 On 24th July 2017, Maynilad was notified by an arbitration panel in Singapore that it had
ruled in Maynilad’s favor on its claim to recover from the Republic of the Philippines (“RoP”)
revenues forgone because of the failure to increase tariff. On 4th October 2018, the
Singapore High Court upheld the award in favor of Maynilad and dismissed RoP’s Setting
Aside Application in February 2018.

Maynilad is striving to meet its service obligations but financing these requires resolution of the
remaining claim and tax recovery matters.

D.M. CONSUNJI, INC.

Earnings from construction business expanded by 16% from P1.0 billion in 2017 to P1.2 billion in
2018.

Construction revenue for the year improved by 12% from P13.1 billion to P14.6 billion in 2018.
Higher accomplishment from ongoing building projects and new energy projects mainly accounted
for the revenue growth during the period. Meanwhile, gross profit for the period jumped by 17% to
P2.2 billion in 2018 due to realization of variation orders for projects nearing completion.

Order book (balance of work) at the end of December 2018 stood at P27.9 billion, 12% up from
P24.8 billion at the close of 2017. Awarded projects during the year totaled P12.3 billion which
includes Civil Works for Plant Expansion Project of JG Summit Petrochemical Corp., Metro Manila
Skyway Stage 3 Nagtahan Rampway of Citra Central Expressway Corp., Pasay Trenchless Pipelaying of
Maynilad, and various building projects including SM Mall of Asia Block 4 of SM Prime Holdings,
Page 35 of 59
Connor of Ortigas & Co., De La Salle College of St. Benilde Academic, Sports and Dormitory Buildings
and The Estate Makati of ST 6747 Resources Corporation (a joint venture of SM Development
Corporation and Federal Land).

DMCI POWER (SPUG)

An added growth area of the power segment is under DMCI Power Corporation (DPC), a wholly-
owned subsidiary of DMCI Holdings, Inc. DPC provides off-grid power to missionary areas through
long-term power supply agreements with local electric cooperatives.

As of December 31, 2018, the total installed rated capacity is 106.18MW. Out of the total, 34.69MW
(12.40MW bunker-fired and 22.29MW diesel) is in Masbate, 52.24MW (9.90MW bunker-fired and
42.34MW diesel) in Palawan, 15.56MW bunker-fired plant in Oriental Mindoro and 3.69MW diesel-
fired in Sultan Kudarat.

Sales volume reported in Masbate (110.92 GWh), Palawan (130.69 GWh) and Mindoro (66.27 GWh)
totaled 307.89 GWh, a 25% growth from last year due mainly to higher power demand and improved
load across all operating segments. On the other hand, average selling prices for the period increased
by 21% from P10.84/kWh to P13.15/kWh due to its higher pass-through fuel component brought
about by increasing fuel prices. As a result, total off-grid generation revenue rose by 50% to P4.1
billion from
P2.7 billion last year. On the other hand, total costs (under cost of sales and operating expenses)
went up by 55% to P3.5 billion also driven by higher fuel prices.

Consequently, net income contribution of the off-grid power segment in 2018 rose by 30% from
P359 million in 2017 to P465 million in 2018.

DMCI MINING

The nickel and metals (non-coal) mining business is reported under DMCI Mining Corporation, a
wholly-owned subsidiary of DMCI Holdings, Inc.

DMCI Mining Corporation registered a modest growth of 4% in net income contribution from
P113 million to P117 million in 2018.

Revenue rose by 60% to P1.2 billion in 2018 from P759 million in 2017 due to the 22% growth in
nickel shipment of higher-grade ore. From 525 thousand wet metric tons (WMT), total shipments
jumped to 643 WMT in 2018 mostly coming from Berong Nickel Corporation (BNC). Nickel ore
shipments came from the existing stockpiles in response with the order to remove such from the
Department of Environment and Natural Resources (DENR). Meanwhile, average ore grade improved
from 1.51% in 2017 to 1.70% in 2018. As a result, composite average price increased to P1,883 per
WMT in 2018 from P1,446 per WMT in 2017.

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The segment’s total depletion, depreciation and amortization amounted to P116 million in 2018, a
5% increase from P110 million in 2017 mainly coming from depreciation and depletion cost carried in
shipped inventory. Meanwhile, total cash cost per WMT (under cost of sales and operating expenses)
amounted to P1,250 per WMT in 2018 compared to P1,123 per WMT in 2017 due to higher cost of
environmental activities as required by DENR.

BNC is allowed to resume mining operations by virtue of a DENR Resolution lifting its Suspension
Order. Meanwhile, DENR has resolved to partially grant the Motion for Reconsideration filed by
Zambales Diversified Metals Corporation (ZDMC). ZDMC has since then submitted and secured
approval of its Action Plan for the DENR findings. Upon full accomplishment of its Action Plan, the
resumption of ZDMC’s mine operations shall be recommended and ordered by DENR.

Explanation of movement in consolidated income statement accounts:

Revenue
Consolidated revenue rose by 3% from P80.7 billion in 2017 to P82.8 billion in 2018. The higher
accomplishment in the construction business, increasing demand in the off-grid power business,
increase in real estate sales and higher nickel shipments more than offset the drop in SMPC during
the year.

Cost of Sales and Services


Consolidated cost of sales and services grew at a faster pace than revenues at 12% from P46.2 billion
in 2017 to P51.9 billion in 2018. The rise in cost is due mainly to higher cost of materials and the
reclassification of broker’s commission which was previously presented under operating expenses of
the real estate business.

Gross Profit
Gross profit in 2018 amounted to P31.0 billion, 10% down from P34.5 billion last year due mainly to
the prolonged shutdown of SLPGC Unit 1 and the higher cost of materials and reclassification of
broker’s commission of the real estate business.

Operating Expenses
Government royalties amounted to P3.6 billion in 2018, a 17% decline from P4.3 billion last year due
to higher cash cost of the coal business during the year. Excluding government royalties, operating
expenses actually dropped by 7% after reclassification of the commission expense of the real estate
business.

Equity in Net Earnings


Equity in net earnings of associate improved by 8% as a result of higher income take up from
Maynilad consortium.

Finance Costs
Consolidated finance costs grew by 30% due to new loan availments from coal and power businesses.
Page 37 of 59
Finance Income
Consolidated finance income expanded by 76% due to higher financing income from real estate
business and higher interest income from placements during the period.

Other Income-net
Other income rose by 58% due mainly to the gain on sale of undeveloped land of DMCI Homes during
the period.

Provision for Income Tax


Lower taxable profits mainly from Sem-Calaca (Units 1 and 2) accounted for the 2% drop in
consolidated provision for income tax (both current and deferred) for the year.

II. CONSOLIDATED FINANCIAL CONDITION

December 31, 2018 (Audited) vs December 31, 2017 (Audited)


The Company’s financial condition for the period improved as consolidated total assets and total
equity amounted to P182 billion and P97 billion, respectively as of December 31, 2018. This is an
improvement of 6% and 4%, respectively.

Consolidated cash contracted by 39% from P25.3 billion in December 31, 2017 to P15.5 billion in
December 31, 2018. The company generated a healthy cash flow from operations amounting to
P18.1 billion but higher dividends and capital expenditures during the year reduced the ending cash
balance as of year-end.

Total receivables including contract assets (current and non-current) increased by 12% from P29.6
billion to P33.2 billion mainly attributed to higher recognized revenues from the real estate business
and the timing of collection of power receivables.

Consolidated inventories expanded by 29% from P34.7 billion to P44.7 billion coming mainly from
higher coal inventory and spare parts inventory for coal and on-grid power businesses as well as land
acquisitions of the real estate business.

Other current assets rose to P10.1 billion, a 22% increase due mainly to advances to suppliers for
equipment and spare parts.

Investments in associates and joint ventures jumped by 6% to P14.2 billion due mainly to the equity
in net earnings from Maynilad.

Property, plant and equipment stood at P57.1 billion, 2% up from P55.7 billion last year. The increase
was attributed to capital expenditures in the coal and power businesses which were offset by the
depreciation and depletion during the period.
Page 38 of 59
Investment properties slipped by 19% due mainly to change in use of a property.

Deferred tax assets grew by 42% due mainly to unrealized profit that are taxable during the year but
not yet recognized as accounting income.

Pension assets, pension liabilities and remeasurements on retirement plans (under equity) slipped by
10%, 15% and 10%, respectively, due mainly to changes in the discount rate used in the actuarial
valuation for 2018.

Other noncurrent assets expanded by 235% due mainly to the noncurrent portion of the “costs to
obtain contract” of the real estate business. Following the adoption of the new accounting standard,
total sales commission to real estate agents are capitalized under “costs to obtain contract” with the
related commission payable recorded under liabilities. The capitalized cost is amortized using
percentage of completion (POC) method consistent with the real estate revenue recognition policy.

Accounts and other payables including income tax payable increased by 19% to P22.5 billion coming
mainly from the current portion of commission payable to real estate agents.

Contract liabilities (current and non-current) in 2018 rose 7% from last year due mainly to billings in
excess of total costs incurred and earnings recognized in the construction business.

Liabilities for purchased land declined by 10% mainly due to payments made during the year.

From P39.5 billion, total debt (under short-term and long-term debt) grew by 5% to P41.5 billion
following loan availments of the coal and power businesses.

Deferred tax liabilities grew by 19% due mainly to the excess of book over tax income in real estate.

Other noncurrent liabilities jumped by 10% coming mainly from the noncurrent portion of the
commission payable to real estate agents.

Treasury shares pertain to redemption cost during the year of the parent company’s preferred
shares.

Premium on acquisition of non-controlling interests increased by 37% which pertains to the buyback
of Semirara shares in 2018.

Net accumulated unrealized gains on equity investments designated at FVOCI grew 115% due to the
increase in fair market value of quoted securities during the year.

Consolidated retained earnings stood at P60.7 billion at the end of December 2018, 4% up from
P58.3 billion after P14.5 billion of net income and payment of P12.7 billion Parent dividends.
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Non-controlling interest rose by 7% as a result of the non-controlling share in the consolidated net
income of Semirara.

III. KEY RESULT INDICATORS

The Company and its Subsidiaries (the “Group”) use the following key result indicators to evaluate its
performance:
f) Segment Revenues
g) Segment Net Income (after Non-controlling Interests)
h) Earnings Per Share
i) Return on Common Equity
j) Net Debt to Equity Ratio

SEGMENT REVENUES
For the Year Variance
(in Php Millions) 2018 2017 Amount %
SEMIRARA MINING AND POWER CORPORATION P41,968 P43,944 (P1,976) -4%
DMCI HOMES 20,572 19,904 668 3%
D.M. CONSUNJI, INC. 14,582 13,066 1,516 12%
DMCI POWER (SPUG) 4,079 2,713 1,366 50%
DMCI MINING 1,212 759 453 60%
PARENT & OTHERS 430 317 113 36%
TOTAL REVENUE P82,843 P80,703 P2,140 3%

The initial indicator of the Company’s gross business results is seen in the movements in the different
business segment revenues. As illustrated above, revenue grew by 3% mainly driven by the higher
accomplishments in the construction business, increasing demand in the off-grid power business,
increase in real estate sales and higher shipments in the nickel mining business. The drop in
Semirara’s revenue was brought about by lower energy generation and fewer coal sales volume for
the year.

NET INCOME AFTER NON-CONTROLLING INTERESTS


For the Year Variance
(in Php Millions) 2018 2017 Amount %
SEMIRARA MINING AND POWER CORPORATION P7,447 P8,136 (P689) -8%
DMCI HOMES 3,160 3,551 (391) -11%
MAYNILAD 1,837 1,765 72 4%
D.M. CONSUNJI, INC. 1,212 1,043 169 16%
DMCI POWER (SPUG) 465 359 106 30%
DMCI MINING 117 113 4 4%
PARENT & OTHERS 237 79 158 200%
CORE NET INCOME 14,475 15,046 (571) -4%
NON-RECURRING ITEMS 38 (281) 319 114%
REPORTED NET INCOME P14,513 P14,765 (P252) -2%
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The consolidated net income (after non-controlling interest) of the Company have multiple drivers
for growth from different business segments. The construction, real estate, off-grid power, water and
nickel mining businesses delivered healthy returns but the weaker performance of the coal energy
business tempered the consolidated net income for the year.

EARNINGS PER SHARE


Earnings per share (EPS) pertains to the company’s income allocated to each outstanding share of
common stock. It serves as an indicator of the company’s profitability.

The Company’s consolidated basic and diluted EPS was P1.09/share for the year ended December 31,
2018, a 2% drop from P1.11/share EPS year-on-year.

RETURN ON COMMON EQUITY


Return on common equity is defined as the amount of net income a company earns per book value
of common shares. It is one of the common metrics used by investor to determine how effectively
their capital is being reinvested. It is arrived at by dividing the net income share of the parent
company over the average parent common equity. The Company’s return on common equity stood
at 19% and 20% for the year ended December 31, 2018 and 2017, respectively.

NET DEBT TO EQUITY RATIO


As a stockholder/investor, financial position and stability would be an important aspect. The
Company tests its solvency and leverage exposure through the net debt to equity ratio. This test
indicates the Company’s ownership of creditors vs. owners/investors. Net debt to equity ratio is
computed by dividing the interest-bearing loans net of cash and cash equivalents over total equity.

Total borrowings stood at P41.5 billion from P39.5 billion last year, which resulted to a net debt to
equity ratio of 0.27:1 as of December 31, 2018 and 0.15:1 as of December 31, 2017.

FINANCIAL SOUNDNESS RATIOS


December 31, 2018 December 31, 2017
Gross Margin 37%% 43%%
Net Profit Margin 24% 26%
Return on Assets 12% 13%
Return on Parent Equity 19% 20%
Current Ratio 212% 260%
Net Debt to Equity Ratio 27% 15%
Asset to Equity Ratio 188% 184%
Interest Coverage Ratio 12 times 14 times

Page 41 of 59
PART II--OTHER INFORMATION

1. The Company’s operation is a continuous process. It is not dependent on any cycle or season;
2. Economic and infrastructure developments in the country may affect construction business;
Interest rate movements may affect the performance of the real estate industry; Mining
activities are generally hinge on the commodities market. Businesses not affected by known
cycle, trends or uncertainties are power and water.
3. On March 8, 2018, the BOD of the Parent Company declared cash dividends amounting to
P0.28 regular dividends per outstanding common share and P0.20 special cash dividends per
outstanding common share in favor of the common stockholders of record as of March 23,
2018 and was paid on April 6, 2018.
On November 19, 2018, the BOD of the Parent Company declared special cash dividends
amounting to P0.48 per outstanding common share in favor of the common stockholders of
record as of December 5, 2018 and was paid on December 18, 2018.
4. There were no undisclosed material subsequent events and transferring of assets not in the
normal course of business that have not been disclosed for the period that the company have
knowledge of;
5. There are no material contingencies during the interim period; events that will trigger direct
or contingent financial obligation that is material to the company, including any default or
acceleration of an obligation has been disclosed in the notes to financial statements.
6. There are no material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the company with unconsolidated entities
or other persons created during the reporting period
7. Except for interest payments on loans, which the Company can fully service, the only
significant commitment that would have a material impact on liquidity are construction
guarantees. These are usually required from contractors in case of any damage / destruction
to a completed project.
8. Any known trends or any known demands, commitments, events or uncertainties that will
result in or that will have a material impact on the registrant’s liquidity. – None
9. The Group does not have any offering of rights, granting of stock options and corresponding
plans thereof.
10. All necessary disclosures were made under SEC Form 17-C.

Page 42 of 59
C. FINANCIAL STATEMENTS

Please see the attached consolidated financial statements and schedules listed in the
accompanying Index to Financial Statements and Supplementary Schedules.

D. INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED MATTERS

a. The external auditors of the Company and its subsidiaries is the accounting firm Sycip, Gorres,
Velayo and Co. (SGV & Co.). Pursuant to the General Requirements of SRC Rule 68, paragraph 3
(Qualifications and Reports of Independent Auditors), the Board of Directors of the Company, upon
recommendation of its Audit Committee, approved the engagement of the services of SGV & Co.
as external auditor and Ms. Dhonabee B. Seneres as the Partner-in-Charge starting 2018 audit
period given the required audit partner rotation every five years.

The re-appointment of the external auditor SGV & Co. will be presented to the stockholders for
their approval at the annual stockholders’ meeting.

Representatives of SGV & Co. are expected to be present at the stockholders’ meeting. They will
have the opportunity to make a statement if they desire to do so and they are expected to be
available to respond to appropriate questions.

b. The Company's Audit Committee reviews and discusses with management and the external auditor
the annual audited financial statements, including discussion of material transactions with related
parties, accounting policies, as well as the external auditor's written communications to the
Committee and to management. It also reviews the external auditor's audit plans that increase the
credibility and objectivity of the Company's financial reports and public disclosure.

The Company’s Audit Committee reviews the external auditor’s fee schedules and any related
services proposals for Board approval.

External audit fees and services


Below are the External Audit Fees of the Company and its subsidiaries for two fiscal years:

2019 2018
Audit and audit related fees P18,104,870 P19,033,074
Non-audit 120,000 100,000

SGV & Co. was engaged by the Company to audit its annual financial statements in connection with
the statutory and regulatory filings or engagements for the years ended 2019 and 2018. The audit-
related fees include assurance and services that are reasonably related to the performance of the audit
or review of the Company’s financial statements pursuant to the regulatory requirements.
Page 43 of 59
Tax fees
No tax consultancy services were secured from SGV & Co. for the past two years.

Non-audit fees
The non-audit fees for 2019 and 2018 pertain to the validation of stockholders’ votes during the annual
stockholders’ meetings.

Changes in and disagreements with accountants on accounting and financial disclosure


The Company has engaged the services of SGV & Co. during the two most recent fiscal years. There
were no disagreements with SGV & Co. on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedure.

PART III - CONTROL AND COMPENSATION INFORMATION

A. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER

(1) Identify Directors, Including Independent Directors, and Executive Officer.

Name Position Age Citizenship


Isidro A. Consunji Chairman of the Board 71 Filipino
President/Chief Executive Officer
Cesar A. Buenaventura Vice-Chairman of the Board 90 Filipino
Herbert M. Consunji Director/Executive Vice President 67 Filipino
& Chief Finance Officer/Chief
Compliance Officer/Chief Risk
Officer
Ma. Edwina C. Laperal Director/Treasurer 58 Filipino
Maria Cristina C. Director/Assistant Treasurer 65 Filipino
Gotianun
Jorge A. Consunji Director 68 Filipino
Luz Consuelo A. Director 66 Filipino
Consunji
Antonio Jose U. Director (Independent) 58 Filipino
Periquet
Honorio O. Reyes-Lao Director (Independent) 75 Filipino
Victor S. Limlingan Managing Director 76 Filipino
Noel A. Laman Corporate Secretary 80 Filipino
Ma. Pilar P. Gutierrez Asst. Corporate Secretary 43 Filipino
Brian T. Lim Vice President & Senior Finance 34 Filipino
Officer

Page 44 of 59
Name Position Age Citizenship
Cherubim O. Mojica Vice President & Corporate 42 Filipino
Communications Head
Tara Ann C. Reyes Investor Relations Officer 42 Filipino

REGULAR DIRECTORS
Isidro A. Consunji – is 71 years old; has served the Corporation as a regular director for twenty five
(25) years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power
Corp. and Atlas Consolidated Mining and Development Corp.; (Non-listed) D. M. Consunji, Inc., DMCI
Project Developers, Inc., DMCI Mining Corp., DMCI Power Corp., DMCI Masbate Corp., Maynilad Water
Holdings, Co. Inc., Maynilad Water Services, Inc., Sem-Calaca Power Corp., Southwest Luzon Power
Generation Corp., Sem-Calaca Res Corp., Sem-Cal Industrial Park Developers, Inc., Semirara Claystone,
Inc., Dacon Corp., DFC Holdings, Inc., Beta Electric Corp. and Crown Equities, Inc., Wire Rope
Corporation of the Philippines, Philippine Overseas Construction Board (Chairman), Construction
Industry Authority of the Phils. Education. Bachelor of Science in Engineering (University of the
Philippines), Master of Business Economics (Center for Research and Communication), Master of
Business Management (Asian Institute of Management), Advanced Management (IESE School,
Barcelona, Spain). Civic Affiliations. Philippine Overseas Construction Board, Chairman, Construction
Industry Authority of the Philippines, Board Member, Philippine Constructors Association, Past
President, Philippine Chamber of Coal Mines, Past President, Asian Institute of Management Alumni
Association, Member, UP Alumni Engineers, Member, UP Aces Alumni Association, Member.

Cesar A. Buenaventura – is 90 years old; has served the Corporation as a regular director for twenty
five (25) years since March 1995; is a regular/independent Director of the following: (Listed) Semirara
Mining and Power Corp., iPeople Inc. (Independent Director), Petroenergy Resources Corp.,
Concepcion Industrial Corp (Independent Director); Pilipinas Shell Petroleum Corp. ( Independent
Director); (Non-listed) D.M. Consunji, Inc., Mitsubishi-Hitachi Power Systems Phils, Inc.
(Chairman) Education. Bachelor of Science in Civil Engineering (University of the Philippines), Masters
Degree in Civil Engineering, Major in Structures (Lehigh University, Bethlehem, Pennsylvania). Civic
Affiliations. Pilipinas Shell Foundation, Founding Member, Makati Business Club, Board of Trustee
University of the Philippines, Former Board of Regents, Asian Institute of Management, Former Board
of Trustee, Benigno Aquino Foundation, Past President, Trustee of Bloomberry Cultural Foundation,
Trustee of ICTSI Foundation Inc., recipient of the Honorary Officer, Order of the British Empire (OBE)
by Her Majesty Queen Elizabeth II.

Herbert M. Consunji – is 67 years old; has served the Corporation as a regular director for twenty five
(25) years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power
Corporation; (Non-listed) D.M. Consunji, Inc., Subic Water and Sewerage Company, Inc., DMCI Mining
Corp., Sem-Calaca Res Corporation, DMCI Power Corp., Sem-Calaca Power Corp., Southwest Luzon
Power Generation Corp., Sem-Cal Industrial Park Developers, Inc. Education. Top Management

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Program, Asian Institute of Management; Bachelor of Science in Commerce, Major in Accounting (De
La Salle University), Certified Public Accountant (CPA). Civic Affiliations. Philippine Institute of Certified
Public Accountants, Member; Financial Executives Institute of the Phils., Member; Shareholders’
Association of the Phils., Member; Management Association of the Philippines, Member.

Jorge A. Consunji – is 68 years old; has served the Corporation as a regular director for twenty five
(25) years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power
Corp.; (Non-listed) D.M. Consunji Inc., DMCI Project Developers, Inc., DMCI Mining Corp., DMCI Power
Corp., DMCI Masbate Corp., Sem-Calaca Power Corp., Southwest Luzon Power Generation Corp., DMCI
Concepcion Power Corp., Maynilad Water Holdings, Co. Inc., Maynilad Water Services, Inc., Dacon
Corp., DFC Holdings, Inc., Beta Electric Corporation, Wire Rope Corporation of the Phils., Private Infra
Dev Corp., Manila Herbal Corporation, Sirawai Plywood & Lumber Co., M&S Company, Inc. Education.
Bachelor of Science in Industrial Engineering (De La Salle University); Attended the Advanced
Management Program Seminar at the University of Asia and the Pacific and Top Management Program
at the Asian Institute of Management. Civic Affiliations. Construction Industry Authority of the
Phils, Board Member, Asean Constructors Federation, Former Chairman, Phil. Constructors
Association, Past President/Chairman, Phil. Contractors Accreditation Board, Former Chairman,
Association of Carriers & Equipment Lessors, Past President.

Ma. Edwina C. Laperal - is 58 years old; has served the Corporation as a regular director from March
1995 to July 2006 (11years and 4 months) and from July 2008 to present (12 years); is a regular Director
of the following: (Listed) Semirara Mining and Power Corporation; (Non-listed) D.M. Consunji, Inc.,
DMCI Project Developers, Inc., Dacon Corporation, DMCI Urban Property Developers, Inc, Sem-Calaca
Power Corp., DFC Holdings, Inc. Education. BS Architecture (University of the Philippines), Masters in
Business Administration (University of the Philippines). Civic Affiliations. UP College of Architecture
Alumni Foundation Inc., Member; United Architects of the Philippines, Member; Guild of Real Estate
Entrepreneurs And Professionals (GREENPRO) formerly Society of Industrial-Residential-Commercial
Realty Organizations, Member; Institute of Corporate Directors, Fellow.

Luz Consuelo A. Consunji – is 66 years old; has served the Corporation as a regular director for four (4)
years since 2016. She is a regular director of the following: (Listed) Semirara Mining and Power
Corporation; (Non-listed) South Davao Development Corp., Dacon Corp. and Zanorte Palm-Rubber
Plantation, Inc.; Education. Bachelor’s Degree in Commerce, Major in Management (Assumption
College), Master’s in Business Economics (University of Asia and the Pacific). Civic Affiliations. Mary
Mother of the Poor Foundation, Treasurer (May 2012-July 2014), Missionaries of Mary Mother of the
Poor, Treasurer (May 2012 – present).

Maria Cristina C. Gotianun is 65 years old; has served the Corporation as a regular director for one
year since 2019 and as Assistant Treasurer for twenty five (25) years. She is a regular director the
following positions: (Listed) Semirara Mining and Power Corporation; (Non-listed) Dacon Corporation,
D.M. Consunji, Inc., DMCI Power Corporation, Sem-Calaca Power Corp., Southwest Luzon Power
Page 46 of 59
Generation Corp., Sirawan Food Corporation, Sem-Cal Industrial Park Development Corp., St. Raphael
Power Generation Corp., Semirara-Energy Utilities, Inc., Semirara Claystone, Inc., Sem Calaca Res Corp.
Education. Bachelor of Science in Business Economics (University of the Philippines), Major in Spanish
- Instituto de Cultura Hispanica, Madrid, Spain; Special Studies in Top Management Program, AIM
ACCEED; and Strategic Business Economics Progam, University of Asia & the Pacific. Civic Affiliations.
Institute of Corporate Directors, Fellow.

INDEPENDENT DIRECTORS

Honorio O. Reyes-Lao - is 75 years old; has served the Corporation as an Independent Director for ten
(10) years 2009. Pursuant to SEC Memorandum Circular No. 4-2017, an independent director shall
serve for a maximum cumulative term of nine (9) years, and that the reckoning of the cumulative nine-
year term is from the year 2012. Pursuant to the said SEC circular, Mr. Lao is deemed to have been an
independent director of the Company for eight (8) years since 2012. Mr. Lao is also an independent
director of Semirara Mining and Power Corporation and a director of Philippine Business Bank (Listed);
(Non-Listed) DMCI Project Developers, Inc. (independent director from 2016-present), Southwest
Luzon Power Generation Corp. (2017-present), Sem-Calaca Power Corp. (2017-present), Gold Venture
Lease and Management Services Inc. (2008-2009), First Sovereign Asset Management Corporation
(2004-2006, CBC Forex Corporation (1998-2002) , CBC Insurance Brokers, Inc. (1998-2004), CBC
Properties and Computers Center, Inc. (1993-2006); Education. Bachelor of Arts, Major in Economics
(De La Salle University), Bachelor of Science in Commerce, Major in Accounting (De La Salle University),
Masters Degree in Business Management (Asian Institute of Management); Civic Affiliations. Institute
of Corporate Directors, Fellow, Rotary Club of Makati West, Member/Treasurer, Makati Chamber of
Commerce and Industries, Past President.

Antonio Jose U. Periquet - is 58 years old; Mr. Periquet has been an Independent Director of the
company since August 2010. Pursuant to SEC Memorandum Circular No. 4-2017, an independent
director shall serve for a maximum cumulative term of nine (9) years, and that the reckoning of the
cumulative nine-year term is from the year 2012. Pursuant to the said SEC circular, Mr. Periquet is
deemed to have been an independent director of the Company for eight (8) years since 2012. Mr.
Periquet is also a director of the following: (Listed) ABS-CBN Corporation, Ayala Corporation , Bank of
the Philippine Islands, The Max's Group of Companies, Philippine Seven Corporation, Inc. Semirara
Mining and Power Corporation; (Non-listed) ABS-CBN Holdings Corporation (Independent Director),
Albizia ASEAN Tenggara Fund, Campden Hill Group, Inc. (Chairman), Campden Hill Advisors, Inc.,
Pacific Main Properties and Holdings (Chairman), Lyceum of the Philippines University, BPI Capital
Corporation, BPI Family Savings Bank, Inc., BPI Asset Management and Trust Corporation (Chairman),
The Straits Wine Company, Inc.; Education. Mr. Periquet is a graduate of the Ateneo de Manila
University (AB Economics). He also holds an MSc in Economics from Oxford University and an MBA
from the University of Virginia. Civic Affiliations. Global Advisory Council, Darden Graduate School of
Business Administration, University of Virginia, Member; Finance and Budget Committee of the Board,
Ateneo de Manila University, Member; Finance Committee, Philippine Jesuit Provincial, Member.

Page 47 of 59
KEY OFFICERS

Noel A. Laman is 80 years old; has been the Corporate Secretary for twenty five (25) years since March
1995; he holds the following positions: (Non-listed) Castillo Laman Tan Pantaleon & San Jose Law
Offices, Founder/Senior Partner; Co-founder, DCL Group of Companies; President, DCL Management
Ventures, Inc. Education. Bachelor of Science, Jurisprudence (University of the Philippines); Bachelor
of Laws (University of the Philippines); Master of Laws (University of Michigan Law School); Civic
Affiliations. Integrated Bar of the Philippines, Past Secretary, Treasurer, Vice President, Makati
Chapter; Rotary Club Makati West, Past President; Intellectual Property Association of the Philippines
(IPAP), Past President; Asian Patent Attorneys Association (APAA), Past Council Member; Firm
Representative to the German Philippine Chamber of Commerce, Inc., Member.

Ma. Pilar P. Gutierrez is 43 years old; has served the Corporation as Assistant Corporate Secretary for
ten (10) years since 2010; she holds the following positions: (Listed) National Reinsurance Corporation
of the Philippines, Assistant Corporate Secretary; (Non-listed) Castillo Laman Tan Pantaleon & San Jose
Law Firm, Senior Partner. She serves as Assistant Corporate Secretary of the following affiliates of the
Corporation: D.M. Consunji, Inc., DMCI Project Developers, Inc., Dacon Insurance Brokers, Inc., Wire
Rope Corporation of the Philippines, and DM Consunji Technical Training Center Inc. She is also the
Corporate Secretary of the following companies: Pricon Microelectronics, Inc., Test Solution Services,
Inc., Manpower Resources of Asia, Inc., Sealanes Marine Services, Inc., Software AG Philippines, Inc.,
Mercury Battery Industries, Inc., Philippine Advanced Processing Technology, Inc., Rentokil Initial
Philippines, Inc., Draeger Philippines Corporation and Jacobs Projects Philippines, Inc. She is likewise
the Assistant Corporate Secretary of the following companies: Honeywell CEASA (Subic Bay) Company,
Inc., IQVIA Solutions Philippines, Inc., IQVIA Solutions Operations Center Philippines, Inc., SingTel
Philippines, Inc., and JTEKT Philippines Corporation. Education. Bachelor of Laws, University of the
Philippines (2001); Bachelor of Science in Management, Major in Legal Management (B.S.L.M.), Ateneo
de Manila University (1997).

Victor S. Limlingan is 75 years old; has served the Corporation as Managing Director for eleven (11)
years since February 2009; he holds the following positions: (Non-Listed) DMCI Project Developers,
Inc., Non-executive Director; D.M. Consunji, Inc., Non-executive Director; Berong Nickel Corporation,
Non-executive Director; Regina Capital Development Corporation, Chairman; Cristina Travel
Corporation, Chairman; Vita Development Corporation, Chairman; Guagua National Colleges,
Chairman. Past Positions. DMCI Holdings, Inc., Independent Director (2006-2009); Asian Institute of
Management, Professor (1973-2008); Civil Aeronautics Board, Member (1992-1997); Asian
Development Bank, Deputy to the Philippine Executive Director (1986-1990); Education. Bachelor of
Arts, Major in Engineering, Ateneo De Manila University; Master in Business Management, Ateneo De
Manila University; Doctor of Business Administration, Harvard University. Civic Affiliations.
Management Association of the Philippines, Member.

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Brian T. Lim is 34 years old; was appointed Vice President & Senior Finance Officer of the Company
last November 2016. He served as Finance Officer from August 15, 2012 to November 2016. He used
to work with Sycip, Gorres, Velayo & Co. (SGV) for five years as assurance director/audit manager. He
is a Certified Public Accountant, First Placer (2007). Civic Affiliations. Member, Financial Executives
Institute of the Philippines; Member, Philippines Institute of Certified Public Accountants (PICPA);
Associate Member, Shareholders Association of the Philippines.

Cherubim O. Mojica is 42 years old, worked as the Head of Corporate Communications Department of
Maynilad from October 2008 to 2014; Corporate Communications Coordinator of First Philippine Corp.
from December 2000 to July 2007; Deputy Supervisor of the US Embassy Manila from July 2000 to
November 2007; and Political Affairs Officer VI of House of Representatives of the Philippines from
March 1999 to February 2000. She joined the Company last September 2014 as Corp. Communications
Officer and was appointed as Vice President & Corporate Communications Officer in November 2016.

Currently, there are no director or executive officer share options relating to the capital of the
Company.

(2) Identify Significant Employees –

(a) The following are the significant employees of the Registrant who are not
executive officers but who are expected by Registrant to make a significant
contribution to the business:

Significant Employees Position held in Registrant Age


Tara Ann C. Reyes Investor Relations Officer 42

(b) Brief descriptions of the business experience of the above significant employees
of the Registrant:

Tara Ann C. Reyes is the Investor Relations Officer of the Company since January 2013. She trained
with Metro Pacific Investment Corp.’s Financial Forecasting Division for eight (8) months.

Term of office. Ms. Reyes has served as Investor Relations Officers for seven (7) years since 2013.

Page 49 of 59
(3) Family Relationships - Describe any family relationships up to the fourth civil degree either by
consanguinity or affinity among directors, executive officers, or persons nominated or chosen by the
registrant to become directors or executive officers. – See below:

Name Relationship

Isidro A. Consunji Brother of Jorge A. Consunji, Luz Consuelo A. Consunji, Ma.


Edwina C. Laperal and Maria Cristina C. Gotianun

Herbert M. Consunji Cousin of Isidro A. Consunji, Jorge A. Consunji, Luz Consuelo A.


Consunji, Ma. Edwina C. Laperal and Maria Cristina C. Gotianun

(4) Involvement in Certain Legal Proceedings -

(Please refer to PART I-C. Legal Proceedings)

(a) Any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that
time - NONE

i. Any conviction by final judgment, including the nature of the offense, in a criminal
proceeding, domestic or foreign, or being subject to a pending criminal
proceeding, domestic or foreign, excluding traffic violations and other minor
offenses - NONE

ii. Being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, domestic or foreign,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities, commodities or banking
activities - NONE

iii. Being found by a domestic or foreign court of competent jurisdiction (in a civil
action), the Commission or comparable foreign body, or a domestic or foreign
Exchange or other organized trading market or self-regulatory organization, to
have violated a securities or commodities law or regulation, and the judgment has
not been reversed, suspended, or vacated – NONE

Page 50 of 59
B. EXECUTIVE COMPENSATION
ANNUAL COMPENSATION

Name Principal Position Salary Bonus Per Diem Other annual


Allowance** compensation
Chairman of the
Isidro A. Consunji Board of
Directors/President
Vice President &
Herbert M. Consunji Chief Financial
Officer
Ma. Edwina C. Laperal 1 Treasurer
Maria Cristina C.
Asst. Treasurer
Gotianun 2
Victor S. Limlingan Managing Director

YEARS
2017 P 10,634,322.22 P 1,520,000.00
2018 P 10,634,322.22 P 1,520,000.00
2019 P 11,120,190.25 P 1,360,000.00
2020* P 11,120,190.25 P 1,360,000.00
TOTAL: P 43,509,024.94 P 5,760,000.00
YEARS
All other directors and 2017 P 4,136,665.00 P 3,920,000.00
executive officers as a 2018 P 4,136,665.00 P 3,920,000.00
group unnamed 2019 P 4,267,289.17 P 2,880,000.00
2020* P 4,267,289.17 P 2,480,000.00
TOTAL: P 16,807,908.34 P13,200,000.00
*Approximate figures

There is no contract covering their employment with the Corporation and they hold office by virtue of
their election to office. The Company has no agreements with its named executive officers regarding any bonus,
profit sharing, pension or retirement plan.

There are no outstanding warrants, options, or right to repurchase any securities held by the directors
or executive officers of the Company.

1
The Treasurer does not receive any compensation as Treasurer of the Corporation. However, she receives the usual per
diem as a regular director of the Corporation.
2
The Assistant Treasurer does not receive any compensation as Assistant Treasurer of the Corporation.
Page 51 of 59
C. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a. Beneficial Ownership of Directors of the Corporation as of March 31, 2020.

Title of Name of Beneficial Owner Amount and Nature of Citizenship Percent of


Class Beneficial Ownership Class
Common Isidro A. Consunji 65,000 Direct Filipino 0.0005%
Common Cesar A. Buenaventura 900,000 Direct Filipino 0.0068%
Common Ma. Edwina C. Laperal 3,315,000 Direct Filipino 0.0050%
Common Jorge A. Consunji 5,000 Direct Filipino 0.0000%
Common Herbert M. Consunji 23,000 Direct Filipino 0.0002%
Common Luz Consuelo A. Consunji 61,000 Direct Filipino 0.0005%
Common Maria Cristina C. Gotianun 5,500 Direct Filipino 0.0000%
Common Antonio Jose U. Periquet 125,000 Direct Filipino 0.0009%
Common Honorio O. Reyes-Lao 175,000 Direct Filipino 0.0013%
Aggregate
Ownership 4,614,000 0.0147%

b. Owners owning 5% or more of the voting stocks of the Corporation as of March 31, 2020

Title of Class Name and Address of Beneficial Amount/Nature of Percent of Class


Owner Beneficial Ownership
Common Dacon Corporation (Fil) 6,838,807,440 51.51%
2281 Chino Roces Avenue
Makati City
Common PCD Nominee Corp. (Fil) 2,670,797,412 20.12%
6764 Ayala Avenue
Legaspi Village, Makati City
Common DFC Holdings, Inc. (Fil) 2,379,799,910 17.92%
2281 Chino Roces Avenue
Makati City
Common PCD Nominee Corp. (For) 992,380,839 7.47%
6764 Ayala Avenue
Legaspi Village, Makati City

Page 52 of 59
Below is the list of the individual beneficial owners under PCD account who holds more than 5% of the
voting securities of Registrant.

Title of Name and Address of Citizenship Number of Shares Held Percent of Class
Class Beneficial Owner and
Relationship with Record
Owner
None

c. Changes in Control – NONE

d. Certain Relationships and Related Transactions


Related parties are considered to be related if one party has the ability, directly or indirectly, to
control the other party or exercise significant influence over the other party in making the financial
and operating decisions.

The Company, in the regular conduct of business, has entered into transactions consisting of
reimbursements of expenses, construction contracts, sale and purchases of goods, services and
properties, with associates, joint ventures and other related parties. Transactions entered into with
related parties are at arm’s length and have terms similar to the transactions entered into with
third parties. Refer to Note 21 – Related Party Transactions of the 2019 Audited Consolidated
Financial Statements for further details.

PART IV - DISCUSSION ON COMPLIANCE WITH LEADING PRACTICE ON CORPORATE GOVERNANCE

1. The Company amended its Manual on Corporate Governance and Board Charter on August 13, 2018
which revised the training of directors; added the specific duties and responsibilities of directors;
and revised deadline of submission of certification of attendance of directors.

2. The Independent Directors of the Company have submitted their Certificate of Qualifications as
required by Securities and Exchange Commission in the promotion of meaningful compliance with
Section 38 of the Securities Regulation Code (SRC);

3. The Corporation has adapted the following policies to adhere with the best practices of Corporate
Governance – Alternative Dispute Resolution, Anti-Corruption and Bribery, Board Diversity, Climate
Change Policy, Community Interaction, Compensation and Remuneration Policy, Company
Rewards and Compensation Program for Employees, Conflict of Interest, Corporate Disclosures
Policies and Procedures, Customer Welfare, Data Privacy Manual, Dividend Policy, Environmentally
Friendly Value Chain, Enterprise Risk Management, Executive Succession, Health, Safety and
General Welfare, Insider Trading, Nomination and Election, Onboarding Program for First-time
Directors, Material Related Party Transactions (revised), Safeguarding Creditors Rights, Supplier and
Contractor, Training Policy for Directors, and Whistle Blower Policy. Likewise, the Board developed

Page 53 of 59
its Charter in accordance with the Corporation Code, Manual on Corporate Governance and other
applicable laws.

4. The Board also created the following committees: Audit & Related Party Transaction, Corporate
Governance (with functions of the nomination & election and the compensation & remuneration),
and Board Risk Oversight. The Board likewise established the Executive Committee (ExCom)
composed of five members to be elected by the Board from among its members. The Presidents
and Chief Executive Officers of the Corporation’s subsidiaries were appointed by the Board as ex-
officio members of the Excom.

5. The Board reviewed the Corporation’s Vision, Mission, Corporate Strategy and Corporate Values.

6. The Corporation has set up all committees set forth under the Manual of Corporate Governance to
adhere with the rules governing the Manual.

7. The Corporation has developed a corporate website (www.dmciholdings.com) wherein corporate


information and updates, disclosures, and financial information are being uploaded for investors’
and shareholders’ information.

8. There are no major deviations from the adopted Manual on Corporate Governance.

9. For a detailed report on 2019 Corporate Governance, please refer to this link.

http://www.dmciholdings.com/corporate_governance/page/corporate-governance-report/2019

PART V - EXHIBITS AND SCHEDULES

Item 14. Exhibits and Reports on SEC Form 17-C

(a) Exhibits - See accompanying index to exhibits

(b) Reports on SEC Form 17-C - The list of the reports from the preceding period ending December
31, 2019 is herein incorporated by reference.

Page 54 of 59
LIST OF TOP 20 STOCKHOLDERS
AS OF DECEMBER 31, 2019

Rank Last Name Shareholdings Percentage

1 DACON CORPORATION 6,838,807,440 51.51%

2 PCD NOMINEE CORPORATION (FILIPINO) 2,437,412,305 18.36%

3 DFC HOLDINGS INC. 2,379,799,910 17.92%

4 PCD NOMINEE CORPORATION (FOREIGN) 1,226,119,146 9.23%

5 DMCI RETIREMENT PLAN 99,900,000 0.75%

6 BERIT HOLDINGS CORPORATION 99,791,687 0.75%

7 FERNWOOD INVESTMENTS INC. 75,856,020 0.57%

8 DOUBLE SPRING INVESTMENTS CORPORATION 20,499,130 0.15%

9 AUGUSTA HOLDINGS INC. 19,140,975 0.14%

10 DMCI RETIREMENT FUND 13,000,000 0.10%

11 REYES, JOSEFA CONSUNJI 5,650,000 0.04%

12 LAPERAL MA. EDWINA/MIGUEL DAVID C. 2,750,000 0.02%

13 YNTALCO REALTY DEVT. CORPORATION 2,500,000 0.02%

14 DELA VEGA, BENIGNO 2,050,000 0.02%

15 WINDERMERE HOLDINGS INC. 1,905,715 0.01%

16 GREAT TIMES HOLDINGS CORPORATION 1,898,565 0.01%

17 ZHENG AO 1,840,000 0.01%

18 MAKATI SUPERMARKET CORP. 1,727,500 0.01%

19 FILAMOR ENRIQUE 1,570,000 0.01%

20 LI XIUFEN 1,464,000 0.01%

Page 55 of 59
Summary of Submittals of SEC Form 17-C
For the Year 2019

Date Nature of Report


January 2, 2019 Redemption of Preferred Shares
January 10, 2019 Advisory on Board of Directors’ Meeting Attendance
February 4, 2019 Redemption of Preferred Shares
March 1, 2019 Directors’ Training Attendance
March 1, 2019 Notice of Analysts’ Briefing
March 1, 2019 Notice of Media Briefing
March 1, 2019 Redemption of Preferred Shares
March 7, 2019 Board Meeting Results
March 7, 2019 Notice of Annual Stockholders’ Meeting
March 7, 2019 Press Release: MRT Line 2 Extension Project
March 8, 2019 Press Release: DMCI Holdings nets P14.5 billion
March 12, 2019 Press Release: DMCI Orderbook up 12% in 2018
March 17, 2019 Press Release: DMCI Power sets record sales volume
March 19, 2019 Press Release: DMCI Homes eyes 10 project launches for 2019
March 21, 2019 Press Release: DMCI Mining braces for tough 2019
March 25, 2019 Board Meeting Results
March 25, 2019 Amendments to the Articles of Incorporation
March 25, 2019 Notice of Annual Stockholders’ Meeting and Agenda Rationale
April 1, 2019 Redemption of Preferred Shares
April 10, 2019 Declaration of Cash Dividends
Joint Venture between Robinsons Land Corporation ("RLC") and DMCI
April 10, 2019
Project Developers, Inc. ("DMCI PDI")
May 2, 2019 Redemption of Preferred Shares
May 7, 2019 Notice of Analysts’ Briefing
May 9, 2019 Notice of Media Briefing
May 16, 2019 Board Meeting Results
May 16, 2019 Press Release: DMCI HOLDINGS NETS P2.9B

Page 56 of 59
Date Nature of Report
May 20, 2019 Press Release: DMCI infra revenues up 74% in Q1
May 21, 2019 Results of the Annual Stockholders’ Meeting
May 21, 2019 Results of the Organizational Meeting
May 21, 2019 Press Release: DMCI gears up for North South Commuter Railway project
May 29, 2019 Press Release: DMCI Power posts 20% sales growth in Q1
June 3, 2019 Redemption of Preferred Shares
June 3, 2019 Press Release: DMCI Mining Q1 shipments double
Press Release: DMCI Homes continues land bank expansion;
June 6, 2019
posts higher Q1 net income
June 7, 2019 DMC Share transaction of an Officer/Director
July 1, 2019 Redemption of Preferred shares
August 1, 2019 Redemption of Preferred shares
August 6, 2019 Notice of Analysts’ Briefing
August 6, 2019 Notice of Media Briefing
August 13, 2019 Board Meeting Results
August 13, 2019 Press Release: DMCI HOLDINGS BOOKS P6.7B IN H1
August 19, 2019 Press Release: DMCI Homes expects sales boost from QC projects
August 22, 2019 Press Release: DMCI Power sales volume up 19% in H1
August 24, 2019 Press Release: DMCI Mining shipment rises 41% in H1
August 28, 2019 DMC share transaction by an Officer/Director
August 29, 2019 DMC share transaction by an Officer/Director
August 30, 2019 Press Release: DMCI works double time on infra projects
September 3, 2019 Redemption of Preferred Shares
Maynilad’s receipt of the Supreme Court En Banc decision in the case of
September 18, 2019
Maynilad v. The Secretary of DENR, et al.
Amended: Maynilad’s receipt of the Supreme Court En Banc decision in the
September 19, 2019
case of Maynilad v. The Secretary of DENR, et al.
October 1, 2019 Redemption of Preferred Shares
October 4, 2019 Change in Corporate Contact details
October 10, 2019 Lifting of ZDMC suspension
October 23, 2019 Notice of Analysts’ Briefing
October 30, 2019 DMC Share transaction of Diretor

Page 57 of 59
Date Nature of Report
October 30, 2019 DMC Share transaction by a significant stockholder
October 31, 2019 DMC Share transaction by a Director
October 31, 2019 DMC Share transaction by a Director/Officer
October 31, 2019 DMC Share transaction by a significant stockholder
November 4, 2019 Redemption of Preferred Shares
November 4, 2019 DMC Share transaction by a Director/Officer
November 4, 2019 DMC Share transaction by a Director/Officer
November 4, 2019 DMC Share transaction by a Director/Officer
November 5, 2019 DMC Share transaction by a Director/Officer
November 5, 2019 DMC Share transaction by a Director/Officer
November 5, 2019 DMC Share transaction by a significant stockholder
November 6, 2019 DMCI bags NLEX-SLEX connector road project
November 12, 2019 Board Meeting Results
November 12, 2019 Press Release: DMCI Holdings profit down 11% to P9.3B
November 28, 2019 DMC Share transaction by a Director
November 28, 2019 DMC Share transaction by a Director/Officer
November 28, 2019 DMC Share transaction by a Director/Officer
December 2, 2019 DMC Share transaction by an Officer
December 2, 2019 Redemption of Preferred Shares
December 4, 2019 DMC Share transaction by an Officer
December 13, 2019 DMC Share transaction by a Director/Officer
December 16, 2019 DMC Share transaction by a Director
December 20, 2019 DMC Share transaction by a Director
December 20, 2019 DMC Share transaction by a Director/Officer
December 23, 2019 DMC Share transaction by a Director/Officer

Page 58 of 59
SIGNATURES

Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation Code, this
report is signed on behalf of the issuer by the undersigned, thereunto duly authorized, in the City of
Makati on______________________________.

By:

SUBSCRIBED AND SWORN to before me this _____ day of ____________ 2020 affiants exhibiting
to me his/their Passport details, as follows:

NAMES Passport No. DATE OF ISSUE PLACE OF ISSUE

Isidro A. Consunji P2690001B 07-31-19 DFA Manila


Herbert M. Consunji P9195543A 10-17-18 DFA NCR North East
Brian T. Lim P1904934B 06-10-19 DFA Manila
Atty. Noel A. Laman P0578138B 02-07-19 DFA Manila

______________________
Notary Public
Doc. No._________
Page No._________
Book No.________
Series of 2020

Page 59 of 59
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Consolidated Balance Sheet
2019 2018
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A. ASSETS (A.1 + A.2 + A.3 + A.4 + A.5 + A.6 + A.7 + A.8 + A.9 + A.10) 200,787,001 182,404,715
A.1 Current Assets (A.1.1 + A.1.2 + A.1.3 + A.1.4 + A.1.5) 108,850,800 95,890,197
A.1.1 Cash and cash equivalents (A.1.1.1 + A.1.1.2 + A.1.1.3) 21,597,823 15,481,964
A.1.1.1 On hand 22,703 16,845
A.1.1.2 In domestic banks/entities 6,894,723 6,315,956
A.1.1.3 Short-term investments 14,680,397 9,149,163
A.1.2 Trade and Other Receivables (A.1.2.1 + A.1.2.2) 16,259,523 16,745,426
A.1.2.1 Due from domestic entities (A.1.2.1.1 + A.1.2.1.2 + A.1.2.1.3 + A.1.2.1.4) 16,259,523 16,745,426
A.1.2.1.1 Due from customers (trade) 15,457,027 16,342,781
A.1.2.1.2 Due from related parties 493,464 202,624
A.1.2.1.3 Others, specify 2,003,520 1,887,422
A.1.2.1.3.1 Other receivables 2,003,520 1,887,422
A.1.2.1.4 Allowance for doubtful accounts (negative entry) (1,694,488) (1,687,401)
A.1.2.2 Due from foreign entities, specify - -
A.1.2.2.1 - -
A.1.2.2.2 - -
A.1.2.2.3 - -
A.1.2.2.4 Allowance for doubtful accounts (negative entry) - -
A.1.3 Inventories (A.1.3.1 + A.1.3.2 + A.1.3.3 + A.1.3.4 + A.1.3.5) 49,666,453 44,691,520
A.1.3.1 Real estate held for sale and development 37,598,020 30,253,435
A.1.3.2 Coal inventory 2,245,131 3,334,518
A.1.3.3 Equipment parts, materials & supplies in transit 9,497,878 10,813,357
A.1.3.4 Nickle Ore 325,424 290,210
A.1.3.5 Others, specify (A.1.3.5.1 + A.1.3.5.2) - -
A.1.3.5.1 - -
A.1.3.5.2 - -
A.1.4 Financial Assets other than Cash/Receivables/Equity investments (A.1.4.1 + A.1.4.2 +
A.1.4.3 + A.1.4.4 + A.1.4.5 + A.1.4.6) 147,877 130,214
A.1.4.1 Financial Assets at Fair Value through Profit or Loss - issued by domestic entities: - -
A.1.4.1.1 National Government - -
A.1.4.1.2 Public Financial Institutions - -
A.1.4.1.3 Public Non-Financial Institutions - -
A.1.4.1.4 Private Financial Institutions - -
A.1.4.1.5 Private Non-Financial Institutions - -
A.1.4.2 Held to Maturity Investments - issued by domestic entities: - -
A.1.4.2.1 National Government - -
A.1.4.2.2 Public Financial Institutions - -
A.1.4.2.3 Public Non-Financial Institutions - -
A.1.4.2.4 Private Financial Institutions - -
A.1.4.2.5 Private Non-Financial Institutions - -

NOTE:
This special form is applicable to Investment Companies and Publicly-held Companies (enumerated in Section 17.2 of the Securities Regulation
Code (SRC), except banks and insurance companies). As a supplemental form to PHFS, it shall be used for reporting Consolidated Financial Statements
of Parent corporations and their subsidiaries.
Domestic corporations are those which are incorporated under Philippine laws or branches/subsidiaries of foreign corporations that are licensed to
do business in the Philippines where the center of economic interest or activity is within the Philippines. On the other hand, foreign corporations are those
that are incorporated abroad, including branches of Philippine corporations operating abroad.
Financial Institutions are corporations principally engaged in financial intermediation, facilitating financial intermediation, or auxiliary financial
services. Non-Financial institutions refer to corporations that are primarily engaged in the production of market goods and non-financial services.
Page 1
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Consolidated Balance Sheet
2019 2018
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A.1.4.3 Loans and Receivables - issued by domestic entities: - -
A.1.4.3.1 National Government - -
A.1.4.3.2 Public Financial Institutions - -
A.1.4.3.3 Public Non-Financial Institutions - -
A.1.4.3.4 Private Financial Institutions - -
A.1.4.3.5 Private Non-Financial Institutions - -
A.1.4.4 Available-for-sale financial assets - issued by domestic entities: 147,877 130,214
A.1.4.4.1 National Government - -
A.1.4.4.2 Public Financial Institutions - -
A.1.4.4.3 Public Non-Financial Institutions 145,700 128,037
A.1.4.4.4 Private Financial Institutions - -
A.1.4.4.5 Private Non-Financial Institutions 2,177 2,177
A.1.4.5 Financial Assets issued by foreign entities: (A.1.4.5.1+A.1.4.5.2+A.1.4.5.3+A.1.4.5.4) - -
A.1.4.5.1 Financial Assets at Fair Value through Profit or Loss - -
A.1.4.5.2 Held-to-maturity Investments - -
A.1.4.5.3 Loans and Receivables - -
A.1.4.5.4 Available-for-sale Financial Assets - -
A.1.4.6 Allowance for decline in market value (negative entry) - -
A.1.5 Other Current Assets (state separately material items) (A.1.5.1 + A.1.5.2 ) 21,179,124 18,841,073
A.1.5.1 Contract assets (including costs and estimated earnings in excess of billings on 14,013,673 8,868,598
uncompleted contracts)
A.1.5.2 Other current assets 7,165,451 9,972,475
A.2 Property, plant, and equipment (A.2.1 + A.2.2 + A.2.3 + A.2.4 + A.2.5 + A.2.6 + A.2.7+ A.2.8+ A.2.9) 63,216,452 57,086,944
A.2.1 Land and Land Imporovements 2,609,173 2,406,257
A.2.2 Power Plant, Buildings and Building Improvements 55,011,776 48,515,299
A.2.3 Coal Mining Properties and Equipment 32,848,156 29,517,292
A.2.4 Construction Equipment, Machinery and Tools 12,465,908 10,124,926
A.2.5 Nickel Mining Properties and Equipment 5,602,684 5,617,955
A.2.6 Others, specify (A.2.5.1 + A.2.5.2 + A.2.5.3 + A.2.5.4 + A.2.5.5) 9,710,769 7,252,294
A.2.5.1 Office Furniture, Fixtures and Equipment 745,449 693,343
A.2.5.2 Transportation Equipment 688,851 651,572
A.2.5.3 Leasehold Improvements 359,399 342,801
A.2.5.4 Construction in Progress 7,917,070 5,564,578
A.2.5.5 Others - -
A.2.7 Appraisal increase, specify (A.2.6.1 + A.2.6.2 + A.2.6.3) - -
A.2.6.1 - -
A.2.6.2 - -
A.2.6.3 - -
A.2.8 Accumulated Depreciation (negative entry) (55,032,014) (46,347,079)
A.2.9 Impairment Loss or Reversal (if loss, negative entry) - -
A.3 Investments accounted for using the equity method (A.3.1) 15,214,358 14,230,651
A.3.1 Others, specify (A.3.1.1 + A.3.1.2 + A.3.1.3 + A.3.1.4) 15,214,358 14,230,651
A.3.1.1 Investment cost 1,004,391 504,391
A.3.1.2 Accumulated Equity in net earnings (losses) 14,280,056 13,774,449
A.3.1.3 Accumulated impairment loss (negative entry) (6,798) (6,798)
A.3.1.4 Share in other comprehensive income (loss) (63,291) (41,391)
A.4 Investment Property 141,927 156,721
A.5 Biological Assets - -
A.6 Intangible Assets (A.6.1 + A.6.2) 73,113 75,948
A.6.1 Major item/s, specify (A.6.1.1 + A.6.1.2) 73,113 75,948
A.6.1.1 Software Cost 73,113 75,948
A.6.1.2 Others - -
A.6.2 Others, specify (A.6.2.1 + A.6.2.2) - -
A.6.2.1 - -
A.6.2.2 - -
A.7 Assets Classified as Held for Sale - -
A.8 Assets included in Disposal Groups Classified as Held for Sale - -

Page 2
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Consolidated Balance Sheet
2019 2018
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A.9 Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3) 5,104,621 7,583,336
A.9.1 From domestic entities, specify (A.9.1.1 + A.9.1.2 + A.9.1.3) 5,104,621 7,583,336
A.9.1.1 Contract assets 5,104,621 7,583,336
A.9.1.2 - -
A.9.1.3 - -
A.9.2 From foreign entities, specify (A.9.2.1 + A.9.2.2 + A.9.2.3) - -
A.9.2.1 - -
A.9.2.2 - -
A.9.2.3 - -
A.9.3 Allowance for doubtful accounts, net of current portion (negative entry) - -
A.10 Other Assets (A.10.1 + A.10.2 + A.10.3 + A.10.4) 8,185,730 7,380,918
A.10.1 Deferred Tax Assets - net 1,114,735 606,877
A.10.2 Pension Assets 726,754 915,400
A.10.3 Others, specify (A.10.3.1 + A.10.3.2 + A.10.3.3 + A.10.3.4+A.10.3.5) 6,344,241 5,858,641
A.10.3.1 Exploration and evaluation asset 226,319 226,319
A.10.3.2 Right of use asset 266,415 -
A.10.3.3 Goodwill - 1,637,430
A.10.3.4 Other Noncurrent Assets 5,851,507 3,994,892
A.10.3.5 - -
A.10.4 Allowance for write-down of deferred charges/bad accounts (negative entry) - -
B. LIABILITIES (B.1 + B.2 + B.3 + B.4 + B.5) 97,948,927 85,325,256
B.1 Current Liabilities (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5 + B.1.6) 49,874,263 45,312,599
B.1.1 Trade and Other Payables to Domestic Entities (B.1.1.1 + B.1.1.2 + B.1.1.3 + B.1.1.4 ) 24,558,551 22,040,880
B.1.1.1 Suppliers and Subcontractors 13,353,090 12,526,598
B.1.1.2 Other Trade Payables 1,234,576 313,516
B.1.1.3 Accruals, specify material items (B.1.1.3.1 + B.1.1.3.2 + B.1.1.3.3) 5,285,220 4,837,622
B.1.1.3.1 Project costs 2,986,127 3,040,487
B.1.1.3.2 Payable to Department of Energy 855,902 713,351
B.1.1.3.3 Others 1,443,191 1,083,784
B.1.1.4 Others, specify (B.1.1.4.1 + B.1.1.4.2 + B.1.1.4.3 + B.1.1.4.4) 4,685,665 4,363,144
B.1.1.4.1 Output VAT Payable 2,349,601 2,095,138
B.1.1.4.2 Commission Payable 1,624,865 1,462,770
B.1.1.4.3 Payable to Related Parties 254,466 438,359
B.1.1.4.4 Others 456,733 366,877
B.1.2 Trade and Other Payables to Foreign Entities (specify) (B.1.2.1 + B.1.2.2 + B.1.2.3) - -
B.1.2.1 - -
B.1.2.2 - -
B.1.2.3 - -
B.1.3 Provisions - -
B.1.4 Financial Liabilities (excluding Trade and Other Payables and Provisions)
(B.1.4.1 + B.1.4.2 + B.1.4.3 ) 14,603,859 13,860,633
B.1.4.1 Short-term Debt 2,492,122 7,015,276
B.1.4.2 Current Portion of Long-term Debt 11,438,712 6,342,766
B.1.4.3 Current Portion of Liabilities for Purchased Land 673,025 502,591
B.1.5 Liabilities for Current Tax 342,820 456,730
B.1.6 Others, specify (If material, state separately; indicate if the item is payable to public/private or
financial/non-financial institutions) (B.1.6.1 + B.1.6.2 + B.1.6.3 ) 10,369,033 8,954,356
B.1.6.1 Contract liabilities (including billings in excess of costs and estimated earnings
on uncompleted contracts) 7,097,318 6,030,503
B.1.6.2 Other customers’ advances and deposits 3,271,715 2,923,853
B.1.6.3 Any other current liability in excess of 5% of Total Current Liabiilities, specify:
(B.1.6.3.1 + B.1.6.3.2 + B.1.6.3.3) - -
B.1.6.3.1 - -
B.1.6.3.2 - -
B.1.6.3.3 - -

Page 3
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Consolidated Balance Sheet
2019 2018
FINANCIAL DATA
( in P'000 ) ( in P'000 )
B.2 Long-term Debt - Non-current Interest-bearing Liabilities (B.2.1 + B.2.2 + B.2.3 + B.2.4 + B.2.5) 32,974,892 28,163,290
B.2.1 Domestic Public Financial Institutions - -
B.2.2 Domestic Public Non-Financial Institutions - -
B.2.3 Domestic Private Financial Institutions 32,974,892 28,163,290
B.2.4 Domestic Private Non-Financial Institutions - -
B.2.5 Foreign Financial Institutions - -
B.3 Indebtedness to Affiliates and Related Parties (Non-Current) - -
B.4 Liabilities Included in the Disposal Groups Classified as Held for Sale - -
B.5 Other Liabilities (B.5.1 + B.5.2 + B.5.3 + B.5.4 ) 15,099,772 11,849,367
B.5.1 Liabilities for Purchased Land - net of current portion 1,223,138 1,499,552
B.5.2 Contract Liabilities 2,789,396 2,298,983
B.5.3 Deferred Tax Liabilities 5,211,488 5,279,000
B.5.4 Others, specify (B.5.4.1 + B.5.4.2) 5,875,750 2,771,832
B.5.4.1 Pension 502,661 268,046
B.5.4.2 Other Noncurrent Liabilities 5,373,089 2,503,786
C. EQUITY (C.3 + C.4 + C.5 + C.6 + C.7 + C.8 + C.9+C.10) 102,838,074 97,079,459
C.1 Authorized Capital Stock (no. of shares, par value and total value; show details) (C.1.1+C.1.2+C.1.3) 20,000,000 20,000,000
C.1.1 Common shares 19,900,000,000 shares, P1.00 par value 19,900,000 19,900,000
C.1.2 Preferred Shares 100,000,000 shares, P1.00 par value 100,000 100,000
C.1.3 Others - -
C.2 Subscribed Capital Stock (no. of shares, par value and total value) (C.2.1 + C.2.2 + C.2.3) - -
C.2.1 Common shares - -
C.2.2 Preferred Shares - -
C.2.3 Others - -
C.3 Paid-up Capital Stock (C.3.1 + C.3.2) 13,277,474 13,277,474
C.3.1 Common shares 13,277,470,000 issued and outstanding 13,277,470 13,277,470
C.3.2 Preferred Shares 3,780 issued shares, 960 shares outstanding 4 4
C.4 Additional Paid-in Capital / Capital in excess of par value / Paid-in Surplus 4,672,394 4,672,394
C.5 Non-controlling Interests 20,434,427 18,536,936
C.6 Others, specify (C.6.1 + C.6.2 + C.6.3 + C.6.4) (445,222) (146,401)
C.6.1 Premium on Acquisition of Non-controlling Interests (817,958) (817,958)
C.6.2 Remeasurements on Retirement Plans - net of tax 344,568 636,260
C.6.3 Net Accumulated Unrealized Gains on AFS Financial Assets 91,459 76,688
C.6.4 Other equity (63,291) (41,391)
C.7 Appraisal Surplus/Revaluation Increment in Property/Revaluation Surplus - -
C.8 Retained Earnings (C.8.1 + C.8.2) 64,906,070 60,746,125
C.8.1 Appropriated - -
C.8.2 Unappropriated 64,906,070 60,746,125
C.9 Head / Home Office Account (for Foreign Branches only) - -
C.10 Cost of Preferred Stocks Held in Treasury (negative entry) (7,069) (7,069)
TOTAL LIABILITIES AND EQUITY (B + C) 200,787,001 182,404,715

Page 4
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.

Table 2. Consolidated Income Statement


2019 2018 2017
FINANCIAL DATA
( in P'000 ) ( in P'000 ) ( in P'000 )
A. REVENUE / INCOME (A.1 + A.2 + A.3 + A.4) 91,978,177 87,721,894 84,280,699
A.1 Net Sales or Revenue / Receipts from Operations (manufacturing,
mining,utilities, trade, services, etc.) (from Primary Activity) 87,761,221 82,842,860 80,702,740
A.2 Share in the Profit or Loss of Associates and Joint Ventures accounted for
using the Equity Method 1,802,385 1,825,657 1,694,046
A.3 Other Revenue (A.3.1 + A.3.2 + A.3.3 + A.3.4 + A.3.5) 1,448,417 1,208,762 1,015,291
A.3.1 Forfeitures and cancellation of contracts 1,070,414 770,951 607,216
A.3.2 Rental income 109,833 184,076 123,521
A.3.3 Others, specify (A.3.3.1 + A.3.3.2 + A.3.3.3) 268,170 253,735 284,554
A.3.3.1 Sale of fly ash 166,197 189,762 178,932
A.3.3.2 Others 101,973 63,973 105,622
A.3.3.3 - -
A.4 Other Income (non-operating) (A.4.1 + A.4.2 + A.4.3 + A.4.4) 966,154 1,844,616 868,622
A.4.1 Interest Income 996,537 794,398 450,847
A.4.2 Recoveries from insurance claims 668,393 287,766 380,079
A.4.3 Gain / (Loss) from selling of Assets, specify
(A.4.3.1 + A.4.3.2) (658,323) 1,150,624 401,204
A.4.3.1 Gain on sale of underdeveloped land - 1,021,763 -
A.4.3.2 Gain on sale of property, plant and equipment - net (14,847) 37,269 144,934
A.4.3.3 Gain on Financial Asset at Fair Value (643,476) 91,592 256,270
A.4.4 Others, specify (40,453) (388,172) (363,508)
A.4.4.1 Foreign exchange gain (loss) (40,453) (388,172) (363,508)
B. COST OF GOODS SOLD (B.1 + B.2 + B.3) - - -
B.1 Cost of Goods Manufactured (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5) - - -
B.1.1 Direct Material Used - - -
B.1.2 Direct Labor - - -
B.1.3 Other Manufacturing Cost / Overhead - - -
B.1.4 Goods in Process, Beginning - - -
B.1.5 Goods in Process, End (negative entry) - - -
B.2 Finished Goods, Beginning - - -
B.3 Finished Goods, End (negative entry) - - -
C. COST OF SALES (C.1+ C.2 +C.3+ C.4+ C.5+ C.6 +C.7 +C.8 +C.9 +C.10 +C.11) 33,142,853 28,115,292 24,657,230
C.1 Cost of real estate inventory 12,116,532 13,405,859 12,117,873
C.2 Fuel and lubricants 5,766,840 3,192,436 2,677,270
C.3 Materials and supplies 5,407,241 3,672,345 3,602,912
C.4 Depreciation and amortization 4,242,780 3,347,696 2,888,171
C.5 Production overhead 1,620,517 1,023,793 611,404
C.6 Direct labor 1,426,917 973,100 964,537
C.7 Outside services 1,266,387 851,188 1,333,889
C.8 Commission 833,405 1,119,930 -
C.9 Hauling, shiploading and handling costs 390,335 18,594 145,016
C.10 Provision for decommissioning and site rehabilitaton - 436,523 147,270
C.11 Others 71,899 73,828 168,888
D. COST OF SERVICES (D.1 + D.2 + D.3 + D.4 + D.5 + D.6 + D.7 + D.8 + D.9) 26,911,808 23,773,039 21,575,451
D.1 Materials and supplies 9,275,096 9,093,678 8,073,780
D.2 Direct labor 3,738,171 3,432,717 2,892,880
D.3 Depreciation and amortization 3,668,845 4,381,879 3,541,100
D.4 Outside services 3,278,855 2,301,411 2,144,059
D.5 Spot purchases of electricity 2,826,761 1,203,199 1,252,555
D.6 Production overhead 2,119,996 1,105,418 1,363,895
D.7 Fuel and lubricants 1,482,606 1,452,632 1,796,344
D.8 Hauling, shiploading and handling costs 288,458 278,321 283,496
D.9 Others 233,020 523,784 227,342
E. GROSS PROFIT (A - B - C - D) 31,923,516 35,833,563 38,048,018

NOTE: Pursuant to SRC Rule 68.1 (as amended in Nov. 2005), for fiscal years ending December 31, 2005 up to November 30, 2006, a
comparative format of only two (2) years may be filed to give temporary relief for covered companies as the more complex PFRSs will be
applied for the first time in these year end periods. After these first time applications, the requirement of three (3) year comparatives shall
resume for year end reports beginning December 31, 2006 and onwards.
Page 5
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.

Table 2. Consolidated Income Statement


2019 2018 2017
FINANCIAL DATA
( in P'000 ) ( in P'000 ) ( in P'000 )
F. OPERATING EXPENSES (F.1 + F.2 + F.3 + F.4) 12,158,269 11,640,661 12,993,825
F.1 Government share 3,927,055 3,569,015 4,306,811
F.2 Salaries, wages and employee benefits 1,966,441 1,905,353 1,552,390
F.3 Depreciation and amortization 1,290,458 1,702,225 1,625,490
F.4 Other Expenses, specify (F.4.1 + F.4.2 + F.4.3 + F.4.4 + F.4.5 + F.4.6 +
F.4.7 + F.4.8 + F.4.9 + F.4.10 + F.4.11 + F.4.12 + F.4.13 + F.4.14 + F.4.15)
4,974,315 4,464,068 5,509,134
F.4.1 Taxes and licenses 1,411,869 1,270,078 1,269,111
F.4.2 Repairs and maintenance 726,923 844,949 753,741
F.4.3 Outside services 560,858 306,854 507,743
F.4.4 Insurance 362,608 179,835 168,074
F.4.5 Advertising and marketing 320,657 311,480 411,894
F.4.6 Rent 179,788 230,045 271,773
F.4.7 Communication, light and water 153,876 166,778 155,425
F.4.8 Transportation and travel 150,442 152,507 120,221
F.4.9 Entertainment, amusement and recreation 141,566 151,683 126,957
F.4.10 Allowance for expected credit losses and probable losses assets 135,749 30,825 6,315
F.4.11 Supplies 108,574 100,621 95,767
F.4.12 Loss on writedown of ppe and other noncurrent assets 83,536 - 183,897
F.4.13 Association dues 56,457 72,928 65,866
F.4.14 Commission 6,389 2,182 995,327
F.4.15 Miscellaneous 575,023 643,303 377,023
G. FINANCE COSTS 1,523,452 1,138,578 876,921
H. OTHER EXPENSES
H.1 Impairment of goodwill 1,637,430 - -
I. NET INCOME (LOSS) BEFORE TAX (E - F - G - H) 16,604,365 23,054,324 24,177,272
J. INCOME TAX EXPENSE (negative entry) (1,758,909) (3,205,239) (3,261,802)
J. INCOME(LOSS) AFTER TAX 14,845,456 19,849,085 20,915,470
K. Amount of (i) Post-Tax Profit or Loss of Discontinued Operations; and (ii)
Post-Tax Gain or Loss Recognized on theMeasurement of Fair Value less
Cost to Sell or on the Disposal of the Assets or Disposal Group(s)
constituting the Discontinued Operation (if any) - - -
L. PROFIT OR LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 4,312,325 5,336,146 6,150,913
M. PROFIT OR LOSS ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
10,533,131 14,512,939 14,764,557
N. EARNINGS (LOSS) PER SHARE
N.1 Basic 0.79 1.09 1.11
N.2 Diluted 0.79 1.09 1.11

Page 6
Control No.:
Form Type: GFFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : HOLDING COMPANY PSIC: PSIC: PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 4. Statement of Changes in Equity
(Amount in P'000)

Remeasurements on Net Accumulated


Additional Paid- Treasury Shares- Unappropriated Appropriated Premium on Acquisition of Attributable to Non-
FINANCIAL DATA Capital Stock Retirement Gains (Loss) on equity Other Equity TOTAL TOTAL
in Capital Preferred Retained Earnings Retained Earnings Non-controlling Interest controlling Interests
Plans investments (FVOCI)

A. Balance, 2016 13,277,474 4,672,394 - 49,917,571 - (522,903) 621,851 27,211 2,279 67,995,877 15,748,721 83,744,598
B. Comprehesive Income - - - 14,764,557 - - 86,523 8,488 (43,670) 14,815,898 6,124,478 20,940,376
B.1 Net Income (Loss) for the Period - - - 14,764,557 - - - - - 14,764,557 6,150,913 20,915,470
B.2 Other Comprehensive income - - - - - - 86,523 8,488 (43,670) 51,341 (26,435) 24,906
C. Dividends (negative entry) - - - (6,373,186) - - - - - (6,373,186) (4,604,862) (10,978,048)
D. Appropriation for (specify) - - - - - - - - - - - -
M.1 Capacity expansion and additional investment - - - - - - - - - - - -
M.2 Reversal of appropriation - - - - - - - - - - - -
E. Others - - - - - (76,179) - - - (76,179) (24,193) (100,372)
T.1 Acquisition of Non-controlling interest - - - - - (76,179) - - - (76,179) (24,193) (100,372)
F. Balance, 2017 13,277,474 4,672,394 - 58,308,942 - (599,082) 708,374 35,699 (41,391) 76,362,410 17,244,144 93,606,554
G. Balance 13,277,474 4,672,394 - 58,979,558 - (599,082) 708,374 35,699 (41,391) 77,033,026 17,244,144 94,277,170
G.1 Balances, as previously reported 13,277,474 4,672,394 - 58,308,942 - (599,082) 708,374 35,699 (41,391) 76,362,410 17,244,144 93,606,554
G.2 Effect of adoption of PFRS 15 - - - 670,616 - - - - - 670,616 - 670,616
H. Comprehesive Income - - - 14,512,939 - - (72,114) 40,989 - 14,481,814 5,336,146 19,817,960
G.1 Net Income (Loss) for the Period - - - 14,512,939 - - - - - 14,512,939 5,336,146 19,849,085
G.2 Other Comprehensive income - - - - - - (72,114) 40,989 - (31,125) - (31,125)
I. Dividends (negative entry) - - - (12,746,372) - - - - - (12,746,372) (4,010,623) (16,756,995)
J. Appropriation for (specify) - - - - - - - - - - - -
I.1 Capacity expansion and additional investment - - - - - - - - - - - -
I.2 Reversal of appropriation - - - - - - - - - - - -
K. Others - - (7,069) - - (218,876) - - - (225,945) (32,731) (258,676)
K.1 Acquisition of Non-controlling interest - - - - - (218,876) - - - (218,876) (32,731) (251,607)
K.2 Redemption of preferred shares - - (7,069) - - - - - - (7,069) - (7,069)
L. Balance, 2018 13,277,474 4,672,394 (7,069) 60,746,125 - (817,958) 636,260 76,688 (41,391) 78,542,523 18,536,936 97,079,459
M. Comprehesive Income - - - 10,533,131 - - (291,692) 14,771 (21,900) 10,234,310 4,287,736 14,522,046
N.1 Net Income (Loss) for the Period - - - 10,533,131 - - - - - 10,533,131 4,312,325 14,845,456
N.2 Other Comprehensive income (loss) - - - - - - (291,692) 14,771 (21,900) (298,821) (24,589) (323,410)
N. Dividends (negative entry) - - - (6,373,186) - - - - - (6,373,186) (2,390,245) (8,763,431)
O. Appropriation for (specify) - - - - - - - - - - - -
P.1 Capacity expansion and additional investment - - - - - - - - - - - -
P.2 Reversal of appropriation - - - - - - - - - - - -
P. Others - - - - - - - - - - - -
Q. Balance, 2019 13,277,474 4,672,394 (7,069) 64,906,070 - (817,958) 344,568 91,459 (63,291) 82,403,647 20,434,427 102,838,074

Page 8
Control No.:
Form Type: PHFS (rev 2006)

SPECIAL FORM FOR FINANCIAL STATEMENTS OF PUBLICLY-HELD AND INVESTMENT COMPANIES


NAME OF CORPORATION: DMCI HOLDINGS, INC. AND SUBSIDIARIES (Consolidated)
CURRENT ADDRESS: 3rd Floor, Dacon Building, 2281 Don Chino Roces Avenue, Makati City
TEL. NO.: 8888-3000 FAX NO.:
COMPANY TYPE : Holding Company PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 3. Consolidated Cash Flow Statements
2019 2018 2017
FINANCIAL DATA
( in P'000 ) ( in P'000 ) ( in P'000 )
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) Before Tax 16,604,365 23,054,324 24,177,272
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation, depletion and amortization 9,202,083 9,431,800 8,054,761
Amortization, specify
Others, specify: Impairment of goodwill 1,637,430 - -
Finance costs 1,523,452 1,138,578 876,921
Unrealized market loss (gain) on financial assets at FVPL 245,444 (25,775) (219,668)
Net movement in retirement asset 131,569 125,348 (274,278)
Loss on writedown of ppe and other noncurrent assets 83,536 - 183,897
Loss (Gain) on sale property, plant and equipment 14,847 (37,269) (144,934)
Equity in net earnings of associates and joint ventures (1,802,385) (1,825,657) (1,694,046)
Finance income (996,537) (794,398) (450,847)
Net unrealized foreign exchange loss (gain) (236,020) (155,266) (41,190)
Gain on sale of undeveloped land - (1,021,770) -
Changes in Assets and Liabilities:
Decrease (Increase) in:
Receivables and contract assets (1,947,484) (3,585,049) (6,794,813)
Inventories (3,814,532) (6,502,314) 17,545
Other current assets 2,316,342 (3,674,518) (1,755,770)
Others, specify:
Increase (Decrease) in:
Accounts payable and accrued expenses 2,499,305 4,390,015 581,172
Others, specify: Contract liabilities and other customers’ advances and deposits 1,905,090 729,951 2,706,464
Liabilities for purchased land (105,980) (218,002) 690,373
Others, specify:
Interest received 996,176 785,503 449,861
Income taxes paid (1,938,770) (2,729,826) (3,148,539)
Interest paid and capitalized as cost of inventory (1,186,166) (1,023,271) (1,082,951)
A. Net Cash Provided by Operating Activities (sum of above rows) 25,131,765 18,062,404 22,131,230
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to:
Property, plant and equipment (15,183,170) (13,044,069) (8,152,503)
Investments in associates, jointly controlled entity and others (500,000) - -
Exploration and evaluation asset - (784) (890)
Available-for-sale financial assets - - (2,950)
Proceeds from disposals of:
Undeveloped land - 1,901,250 -
Property and equipment - 420,314 151,645
Investment properties - 24,380 -
Available-for-sale financial assets - 4,475 -
Others, specify: Dividends received 1,286,086 798,972 793,472
Decrease (Increase) in other noncurrent assets (2,256,727) 1,196,265 1,437,052
Interest paid and capitalized as cost of property, plant and equipment (85,228) (44,707) (4,837)
B. Net Cash Provided by Investing Activities (sum of above rows) (16,739,039) (8,743,904) (5,779,011)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Short-term debt 35,882,500 9,622,849 1,583,992
Long-term debt 23,564,500 1,223,488 8,103,812
Payments of:
Short-term debt (40,405,654) (3,639,617) (3,134,000)
Long-term debt (13,574,242) (5,100,886) (3,983,950)
Dividends paid to equity holders of DMCI Holdings, Inc (6,373,186) (12,746,372) (6,377,259)
Dividends paid to non-controlling interests (2,390,245) (4,010,623) (4,604,862)
Interest (1,586,134) (987,757) (740,382)
Lease liabilities (67,268) - -
Others, specify (negative entry):
Purchase of non-controlling interest - (251,607) (101,856)
Redemption of preferred shares - (7,069) -
Increase (Decrease) in Other noncurrent liabilities 2,651,082 (3,318,122) (508,017)
C. Net Cash Used in Financing Activities (sum of above rows) (2,298,647) (19,215,716) (9,762,522)
D. Effects of Exchange Rate Changes on Cash and Cash Equivalents 21,780 55,406 (4,029)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C + D) 6,115,859 (9,841,810) 6,585,668
Cash and Cash Equivalents
Beginning of year 15,481,964 25,323,774 18,738,106
End of year 21,597,823 15,481,964 25,323,774
NOTE: Pursuant to SRC Rule 68.1 (as amended in Nov. 2005), for fiscal years ending December 31, 2005 up to November 30, 2006, a comparative
format of only two (2) years may be filed to give temporary relief for covered companies as the more complex PFRSs will be applied for the first time in
these year end periods. After these first time applications, the requirement of three (3) year comparatives shall resume for year end reports beginning
December 31, 2006 and onwards.
Page 7
COVER SHEET

for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

A S O 9 5 0 0 2 2 8 3

COMPANY NAME

D M C I H O L D I N G S , I N C . A N D S U B S I D

I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

3 R D F L O O R , D A C O N B U I L D I N G , 2 2 8

1 D O N C H I N O R O C E S A V E N U E , M A K A

T I C I T Y

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S S E C N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number

www.dmciholdings.com 8888-3000 N/A

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
718 Third Tuesday of May 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

Herbert M. Consunji [email protected] 8888-3000 N/A

CONTACT PERSON’s ADDRESS

3rd Floor Dacon Building, 2281 Don Chino Roces Avenue, Makati 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 Commission within
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 its deficiencies.

*SGVFSM000224*
SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


DMCI Holdings, Inc.
3rd Floor, Dacon Building
2281 Don Chino Roces Avenue
Makati City

Opinion

We have audited the consolidated financial statements of DMCI Holdings, Inc. and its subsidiaries
(the Group), which comprise the consolidated statements of financial position as at December 31, 2019
and 2018, and the consolidated statements of income, consolidated statements of comprehensive income,
consolidated statements of changes in equity and consolidated statements of cash flows for each of the
three years in the period ended December 31, 2019, and notes to the consolidated financial statements,
including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated
financial performance and its consolidated cash flows for each of the three years in the period ended
December 31, 2019 in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit 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 our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-2-

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated 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 financial statements.

Recognition of Revenue from Real Estate and Construction contracts

For real estate contracts, the following matters are significant to our audit because these involve the
application of significant judgment and estimation around the: (a) assessment of the probability that the
entity will collect the consideration from the buyer; (b) determination of the transaction price;
(c) application of the output method as the measure of progress in determining real estate revenue;
(d) determination of the actual costs incurred as cost of sales; and (e) recognition of cost to obtain a
contract.

In evaluating whether collectability of the amount of consideration is probable, the Group considers the
significance of the buyer’s initial payments in relation to the total contract price (buyer’s equity).
Management regularly evaluates the historical sales cancellations and back-outs as support of its
threshold of buyers’ equity before commencing revenue recognition. In determining the transaction price,
the Group considers the selling price of the real estate property and other fees and charges collected from
the buyers that are not held on behalf of other parties.

In measuring the progress of its performance obligation over time, the Group uses the output method.
This method measures progress based on physical proportion of work done on the real estate project
which requires technical determination by the Group’s specialists (i.e., project engineers).

The Group’s cost of sales are determined based on the actual costs incurred on materials, labor and
overhead.

The Group identifies sales commission after contract inception as the cost of obtaining the contract. For
contracts which qualified for revenue recognition, the Group capitalizes the total sales commission due to
sales agents as cost to obtain the contract and recognizes the related commission payable. The Group
uses the percentage of completion (POC) method in amortizing sales commission consistent with the
Group’s revenue recognition policy.

For construction contracts, revenues are determined using the input method, which is based on the actual
costs incurred to date relative to the total estimated cost to complete the construction projects. The
Group also recognizes, as part of its revenue from construction contracts, the effects of variable
considerations arising from various change orders and claims, to the extent that they reflect the amounts
the Group expects to be entitled to and to be received from the customers, provided that it is highly
probable that a significant reversal of the revenue recognized in connection with these variable
considerations will not occur in the future. We considered this as a key audit matter because this process
requires significant management judgements and estimates, particularly with respect to the identification
of the performance obligations, estimation of the variable considerations arising from the change orders
and claims and calculation of estimated costs to complete the construction projects, which requires the
technical expertise of the Group’s engineers.

Relevant disclosures related to this matter are provided in Notes 3 and 35 to the consolidated financial
statements.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-3-

Audit Response

We obtained an understanding of the Group’s revenue recognition process.

Real estate contracts


For the buyer’s equity, we evaluated management’s basis of the buyer’s equity by comparing this to the
historical analysis of sales collections from buyers with accumulated payments above the collection
threshold. We traced the analysis to supporting documents such as buyer’s subsidiary ledger and
cancelled sales monitoring.

For the determination of the transaction price, we obtained an understanding of the nature of other fees
charged to the buyers. For selected contracts, we agreed the amounts excluded from the transaction price
against the expected amounts required to be remitted to the government based on existing tax rules and
regulations (e.g., documentary stamp taxes, transfer taxes and real property taxes).

For the application of the output method in determining real estate revenue, we obtained an understanding
of the Group’s processes for determining the POC and performed tests of the relevant controls. We
obtained the certified POC reports prepared by the project engineers and assessed their competence and
objectivity by reference to their qualifications, experience and reporting responsibilities. For selected
projects, we conducted ocular inspections, made relevant inquiries and obtained the supporting details of
POC reports showing the completion of the major activities of the project.

For the cost of sales, we obtained an understanding of the Group’s cost accumulation process and
performed tests of the relevant controls. For selected projects, we traced costs accumulated, including
those incurred but not yet billed costs and uninstalled materials to supporting documents such as cost
reports, purchase orders, invoices or billings, delivery receipts and journal vouchers.

For the recognition of cost to obtain a contract, we obtained an understanding of the sales commission
process. For selected contracts, we agreed the basis for calculating the sales commission capitalized and
portion recognized in profit or loss, particularly (a) the percentage of commission due against contracts
with sales agents, (b) the total commissionable amount (i.e., net contract price) against the related contract
to sell, (c) buyers’ equity based on the collections per statement of account, and, (d) the POC against the
POC used in recognizing the related revenue from real estate sales.

Construction contracts
We inspected sample contracts and supplemental agreements (e.g., purchase orders, variation order
proposals) and reviewed management’s assessment on the identification of performance obligation within
the contract and the timing of revenue recognition. For the selected contracts with variable
considerations, we obtained an understanding of the management’s process to estimate the amount of
consideration expected to be received from the customers. For change orders and claims of sample
contracts, we compared the amounts approved by the customers against the amounts estimated by
management to be received from those customers.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-4-

For the measurement of progress of the construction projects, we obtained an understanding of the
Group’s processes to accumulate actual costs incurred and to estimate the expected cost to complete and
tested the relevant controls. We considered the competence, capabilities and objectivity of the Group’s
engineers by referencing their qualifications, experience and reporting responsibilities. We examined the
approved total estimated completion costs, any revisions thereto, and the cost report and cost-to-complete
analysis. On a sampling basis, we tested actual costs incurred through examination of invoices and other
supporting customer correspondences. We conducted ocular inspections on selected projects and inquired
the status of the projects under construction with the Group’s project engineers. We also inspected the
associated project documentation, such as accomplishment reports and variation orders, and inquired
about the significant deviations from the targeted completion. We also performed test computation of the
POC calculation of management.

Recoverability of Goodwill and Nonfinancial Assets with Indicators of Impairment

Under PFRSs, the Group is required to annually test the amount of goodwill for impairment. Also, if there
are indicators of impairment, the Group is required to test the recoverability of its nonfinancial assets such
as mining properties, power plant and other property and equipment.

The Group has goodwill attributable to Zambales Diversified Metals Corporation (ZDMC) and Zambales
Chromite Mining Company, Inc. (ZCMC) amounting to = P1,637.43 million, and mining properties and
equipment with carrying value of = P736.67 million as of December 31, 2019. The suspension order in
ZDMC was lifted in September 2019. However, despite the lifting of its suspension, ZDMC was still
unable to commence full commercial production as it needed to secure ancillary permits in other areas.
On the other hand, ZCMC has an ongoing renewal of its Mineral Production Sharing Agreement (MPSA)
before its term ended in 2016. Moreover, in 2019, the Group withdrew on an ancillary contract of its gas
turbine plant which has a carrying value of P=1.29 billion as of December 31, 2019. These matters are
significant to our audit because the amounts are material to the consolidated financial statements and the
assessment of recoverability of goodwill, property, plant and equipment and mining properties requires
significant management judgment and assumptions, such as estimated timing of resumption of operations,
mine production, nickel prices, future electricity demand, electricity prices, diesel costs, price inflation
and discount rate.

Relevant information on these matters are disclosed in Notes 3, 13, 33 and 37 to the consolidated
financial statements.

Audit Response

We involved our internal specialists in evaluating the methodologies and the assumptions used in the
estimation of recoverable amounts. These assumptions include the estimated timing of resumption of
operations, mine production, nickel prices, price inflation, commodity prices, foreign exchange rates,
future electricity demand, diesel costs and discount rates. With respect to mineral production, we
compared the forecasted mine production with the three-year work program submitted by the Group to
the Mines and Geosciences Bureau and with the historical mine production output. We compared the
nickel prices, price inflation, foreign exchange rate and discount rate with externally published data.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
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We also discussed with management the status of renewal of the MPSA and obtained management
assessment of the potential impact of the remaining pending permits and timing of resumption of the
Group’s mining operations, particularly the recoverability of the affected assets and any potential
liabilities. With respect to future electricity demand, we tested the reasonableness of the inputs to the
forecasted revenue based on current and historical dependable capacity, electricity prices and growth rate.
We compared the electricity prices, diesel costs and inflation rate with externally published data. We
tested the parameters used in the determination of the discount rate by comparing it with the discount
rates of comparable companies.

In addition, we reviewed the Group’s disclosures about those assumptions to which the outcome of the
impairment tests is most sensitive, specifically those that have the most significant effect on the
determination of the recoverable amount of goodwill, property, plant and equipment, and mining
properties.

Estimation of Provision for Decommissioning and Mine Site Rehabilitation Costs

The Group has recognized provision for decommissioning and mine site rehabilitation costs for the open
pit mines of its coal mining activities amounting to P
=500.09 million as of December 31, 2019. This
matter is important to our audit because the amount involved is material and the estimation of the
provision requires the exercise of significant management judgment and estimation, including the use of
assumptions such as the costs of backfilling, reforestation, rehabilitation activities on marine and
rainwater conservation and maintenance of the rehabilitated area, inflation rate, and discount rate.

Relevant information on the provision for decommissioning and mine site rehabilitation costs are
disclosed in Notes 3 and 20 to the consolidated financial statements.

Audit response

We evaluated the competence, capabilities and objectivity of the engineers and reviewed the relevant
comprehensive mine rehabilitation plans prepared by the Group’s Safety and Environment Department.
We obtained an understanding from the mine site engineers about their bases for identifying and
estimating the costs for various mine rehabilitation and closure activities, such as backfilling,
reforestation and maintenance of the rehabilitated area. We compared the cost estimates to billings,
invoices and official receipts. We also evaluated the discount and inflation rates used by comparing these
to external data.

Estimation of Mineable Ore Reserves

The Group’s coal mining properties totaling to P


=4,338.74 million as of December 31, 2019 are amortized
using the units-of-production method. Under this method, management is required to estimate the
volume of mineable ore reserves for the remaining life of the mine which is a key input to the
amortization of the coal mining properties. This matter is significant to our audit because the estimation
of the mineable ore reserves of the Group’s Narra and Molave mines requires use of assumptions and
significant estimation from management’s specialists.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-6-

The related information on the estimation of mineable ore reserves and related coal mining properties are
discussed in Notes 3 and 13 to the consolidated financial statements.

Audit response

We obtained an understanding of and performed test of controls on management’s processes and controls
in the estimation of mineable ore reserves. We evaluated the competence, capabilities and objectivity of
management’s specialists, both internal and external, engaged by the Group to perform an assessment of
the ore reserves. We reviewed the internal and external specialists’ report and obtained an understanding
of the nature, scope and objectives of their work and basis of estimates, including the changes in the
reserves during the year. We also tested the application of the estimated ore reserves in the amortization
of mining properties.

Accounting for the Investment in a Significant Associate

As at December 31, 2019, the carrying value of the investment in Maynilad Water Holdings Company,
Inc. (MWHCI) amounting to P =14.28 billion comprises 94% of the Group’s investments in associates and
joint ventures and the Group’s equity in net earnings of MWHCI amounting to P =1.74 billion represents
17% of the 2019 net income attributable to the parent company. These are considered material to the
Group’s consolidated financial statements as of and for the year then ended. In December 2019,
Maynilad Water Services, Inc. (MWSI), which accounts for more than 90% of MWHCI’s 2019 net
income, has agreed to and started discussions with the Metropolitan Waterworks and Sewerage System on
the provisions of the Concession Agreement identified for renegotiation and amendment. Under
Philippine Accounting Standard (PAS) 36, Impairment of Assets, this event is an impairment indicator
which requires the assessment of the recoverability of the Group’s investment in MWHCI. This matter is
significant to our audit because the net income recognized by MWHCI and the determination of the
recoverable amount of the investment in MWHCI require the use of significant judgments, estimates, and
assumptions about the future results of business such as concession period, tariff rate, revenue growth,
billed water volume, and discount rate.

The Group’s disclosures regarding this matter are included in Notes 3 and 11 to the consolidated financial
statements.

Audit Response

Our audit procedures included, among other things, obtaining the relevant financial information from
management about MWHCI and performed recomputation of the Group’s equity in net earnings of
MWHCI as recognized in the consolidated financial statements.

We involved our internal specialist in evaluating the methodology and the assumptions used in the
determination of the recoverable amount of the investment. These assumptions include the concession
period, tariff rate, revenue growth, billed water volume, and discount rate. We compared the forecast
revenue growth against the historical data of the investee and inquired from management about the plans
to support the forecasted revenue, concession period and tariff rate assumed. We also compared the
Group’s key assumptions such as water volume against historical data. We tested the discount rate used

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
S

-7-

in the impairment test by comparing it with the weighted average cost of capital (WACC) of other
comparable companies in the region. Furthermore, we reviewed the Group’s disclosures about those
assumptions to which the outcome of the impairment test is most sensitive, specifically those that have
the most significant effect on determining the recoverable amount of the investment.

Other Information

Management is responsible for the other information. The other information comprises the information
included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2019, but does not include the consolidated financial statements and our
auditor’s report thereon. The SEC Form 20-IS, SEC Form 17-A and Annual Report for the year ended
December 31, 2019 are expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements 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
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement 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 of users taken on the
basis of these consolidated financial statements.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-8-

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, 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 resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates 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 or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

· Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business 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 solely
responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
-9-

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is
Dhonabee B. Señeres.

SYCIP GORRES VELAYO & CO.

Dhonabee B. Señeres
Partner
CPA Certificate No. 97133
SEC Accreditation No. 1196-AR-2 (Group A),
October 18, 2018, valid until October 17, 2021
Tax Identification No. 201-959-816
BIR Accreditation No. 08-001998-98-2018,
February 2, 2018, valid until February 1, 2021
PTR No. 8125303, January 7, 2020, Makati City

March 5, 2020

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITOR’S REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


DMCI Holdings, Inc.
3rd Floor, Dacon Building
2281 Don Chino Roces Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of DMCI Holdings, Inc. and its subsidiaries (the Group) as at December 31, 2019 and 2018,
and for each of the three years in the period ended December 31, 2019, included in this Form 17-A and
have issued our report thereon dated March 5, 2020. Our audits were made for the purpose of forming an
opinion on the basic consolidated financial statements taken as a whole. The schedules listed in the Index
to the Financial Statements and Supplementary Schedules are the responsibility of the Group’s
management. These schedules are presented for purposes of complying with the Revised Securities
Regulation Code Rule 68, and are not part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly state, in all material respects, the financial information
required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Dhonabee B. Señeres
Partner
CPA Certificate No. 97133
SEC Accreditation No. 1196-AR-2 (Group A),
October 18, 2018, valid until October 17, 2021
Tax Identification No. 201-959-816
BIR Accreditation No. 08-001998-98-2018,
February 2, 2018, valid until February 1, 2021
PTR No. 8125303, January 7, 2020, Makati City

March 5, 2020

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands of Pesos)

December 31
2019 2018

ASSETS

Current Assets
Cash and cash equivalents (Notes 4 and 36) P
=21,597,823 =15,481,964
P
Receivables - net (Notes 7, 21 and 36) 16,259,523 16,745,426
Current portion of contract assets (Note 8) 14,013,673 8,868,598
Inventories (Note 9) 49,666,453 44,691,520
Other current assets (Notes 5, 6, 10 and 36) 7,313,328 10,102,689
Total Current Assets 108,850,800 95,890,197

Noncurrent Assets
Contract assets - net of current portion (Note 8) 5,104,621 7,583,336
Investments in associates and joint ventures (Note 11) 15,214,358 14,230,651
Investment properties (Note 12) 141,927 156,721
Property, plant and equipment (Note 13) 63,216,452 57,086,944
Exploration and evaluation asset (Note 14) 226,319 226,319
Pension assets - net (Note 23) 726,754 915,400
Deferred tax assets - net (Notes 2 and 29) 1,114,735 606,877
Goodwill (Notes 3 and 33) − 1,637,430
Right-of-use assets (Notes 2 and 34) 266,415 −
Other noncurrent assets (Notes 2, 5, 14 and 36) 5,924,620 4,070,840
Total Noncurrent Assets 91,936,201 86,514,518
P
=200,787,001 =182,404,715
P

LIABILITIES AND EQUITY

Current Liabilities
Short-term debt (Notes 15 and 36) P
=2,492,122 =7,015,276
P
Current portion of liabilities for purchased land
(Notes 16 and 36) 673,025 502,591
Accounts and other payables (Notes 2, 17, 21 and 36) 24,558,551 22,040,880
Current portion of contract liabilities and other customers’
advances and deposits (Note 18) 10,369,033 8,954,356
Current portion of long-term debt (Notes 19 and 36) 11,438,712 6,342,766
Income tax payable 342,820 456,730
Total Current Liabilities 49,874,263 45,312,599

(Forward)

*SGVFSM000224*
-2-

December 31
2019 2018

Noncurrent Liabilities
Contract liabilities - net of current portion (Note 18) P
=2,789,396 P2,298,983
=
Long-term debt - net of current portion (Notes 19 and 36) 32,974,892 28,163,290
Liabilities for purchased land - net of current portion
(Notes 16 and 36) 1,223,138 1,499,552
Deferred tax liabilities - net (Notes 2 and 29) 5,211,488 5,279,000
Pension liabilities - net (Note 23) 502,661 268,046
Other noncurrent liabilities (Notes 20 and 34) 5,373,089 2,503,786
Total Noncurrent Liabilities 48,074,664 40,012,657
Total Liabilities 97,948,927 85,325,256

Equity
Equity attributable to equity holders of the Parent Company:
Paid-in capital (Note 22) 17,949,868 17,949,868
Treasury shares - Preferred (Note 22) (7,069) (7,069)
Retained earnings (Note 22) 64,906,070 60,746,125
Premium on acquisition of noncontrolling-interests (Note 32) (817,958) (817,958)
Remeasurements on retirement plans - net of tax (Note 23) 344,568 636,260
Net accumulated unrealized gains on equity investments
designated at fair value through other comprehensive
income (Note 6) 91,459 76,688
Other equity (Note 11) (63,291) (41,391)
82,403,647 78,542,523
Noncontrolling-interests (Note 32) 20,434,427 18,536,936
Total Equity 102,838,074 97,079,459
P
=200,787,001 =182,404,715
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFSM000224*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands of Pesos, Except for Earnings Per Share Figures)

Years Ended December 31


2019 2018 2017

REVENUE (Note 35)


Coal mining P29,085,433
= P23,185,658
= P23,489,591
=
Electricity sales 19,710,544 22,861,930 23,166,558
Real estate sales 18,519,744 20,572,250 19,903,980
Construction contracts 18,302,491 14,581,411 13,066,376
Nickel mining 1,610,297 1,211,751 759,267
Merchandise sales and others 532,712 429,860 316,968
87,761,221 82,842,860 80,702,740

COSTS OF SALES AND SERVICES


(Note 24)
Coal mining 17,783,786 12,262,084 11,910,436
Electricity sales 11,787,026 11,849,072 10,219,687
Real estate sales 13,176,975 14,703,529 12,367,038
Construction contracts 16,254,733 12,370,176 11,176,468
Nickel mining 680,480 392,262 322,946
Merchandise sales and others 371,661 311,208 236,106
60,054,661 51,888,331 46,232,681

GROSS PROFIT 27,706,560 30,954,529 34,470,059

OPERATING EXPENSES (Note 25) 12,158,269 11,640,661 12,993,825


15,548,291 19,313,868 21,476,234

OTHER INCOME (EXPENSES)


Equity in net earnings of associates and
joint ventures (Note 11) 1,802,385 1,825,657 1,694,046
Finance income (Note 26) 996,537 794,398 450,847
Finance costs (Note 27) (1,523,452) (1,138,578) (876,921)
Impairment of goodwill (Note 33) (1,637,430) − −
Other income - net (Note 28) 1,418,034 2,258,979 1,433,066
1,056,074 3,740,456 2,701,038

INCOME BEFORE INCOME TAX 16,604,365 23,054,324 24,177,272

PROVISION FOR INCOME TAX (Note 29) 1,758,909 3,205,239 3,261,802

NET INCOME (Note 35) =14,845,456


P =19,849,085
P =20,915,470
P

NET INCOME ATTRIBUTABLE TO:


Equity holders of the Parent Company =10,533,131
P =14,512,939
P =14,764,557
P
Noncontrolling-interests (Note 32) 4,312,325 5,336,146 6,150,913
=14,845,456
P =19,849,085
P =20,915,470
P

Basic/diluted earnings per share attributable to


equity holders of the Parent Company
(Note 30) =0.79
P =1.09
P =1.11
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFSM000224*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands of Pesos)

Years Ended December 31


2019 2018 2017

NET INCOME =14,845,456


P =19,849,085
P =20,915,470
P

OTHER COMPREHENSIVE INCOME (LOSS)


Item that will be reclassified to profit or loss
in subsequent periods
Changes in fair values of investments in equity
instruments designated at FVOCI (Note 6) 17,663 40,989 8,488

Items that will not be reclassified to profit or loss in


subsequent periods
Net remeasurement gains (losses) on pension
plans - net of tax (Note 23) (319,173) (72,114) 60,088
Share in other comprehensive loss of
associates (Note 11) (21,900) − (43,670)
(341,073) (72,114) 16,418

TOTAL OTHER COMPREHENSIVE


INCOME (LOSS) (323,410) (31,125) 24,906

TOTAL COMPREHENSIVE INCOME =14,522,046


P =19,817,960
P =20,940,376
P

TOTAL COMPREHENSIVE INCOME


ATTRIBUTABLE TO:
Equity holders of the Parent Company =10,234,310
P =14,481,814
P =14,815,898
P
Noncontrolling-interests 4,287,736 5,336,146 6,124,478
=14,522,046
P =19,817,960
P =20,940,376
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFSM000224*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands of Pesos)

Attibutable to Equity Holders of the Parent Company


Net
Accumulated
Premium Unrealized
on Acquisition Gain on
of equity
Additional Total Treasury Unappropriated Non- Remeasurements investments
Paid-in Paid-in Shares – Retained controlling on Pension designated at Noncontrolling
Capital Stock Capital Capital Preferred Earnings Interest Plans FVOCI Other Equity -Interests Total
(Note 22) (Note 22) (Note 22) (Note 22) (Note 22) (Note 32) (Note 23) (Note 6) (Note 11) Total (Note 32) Equity
For the Year Ended December 31, 2019
Balances as of January 1, 2019 = 13,277,474
P = 4,672,394
P = 17,949,868
P (P
= 7,069) = 60,746,125
P (P
= 817,958) = 636,260
P = 76,688
P (P
= 41,391) = 78,542,523
P = 18,536,936
P = 97,079,459
P
Comprehensive income
Net income − − − − 10,533,131 − − − − 10,533,131 4,312,325 14,845,456
Other comprehensive income (loss) − − − − − − (291,692) 14,771 (21,900) (298,821) (24,589) (323,410)
Total comprehensive income − − − − 10,533,131 − (291,692) 14,771 (21,900) 10,234,310 4,287,736 14,522,046
Cash dividends declared (Note 22) − − − − (6,373,186) − − − − (6,373,186) (2,390,245) (8,763,431)
Balances at December 31, 2019 = 13,277,474
P = 4,672,394
P = 17,949,868
P (P
= 7,069) = 64,906,070
P (P
= 817,958) = 344,568
P = 91,459
P (P
= 63,291) = 82,403,647
P = 20,434,427
P = 102,838,074
P

For the Year Ended December 31, 2018


Balances as of January 1, 2018, as previously
reported =13,277,474
P =4,672,394
P =17,949,868
P =−
P =58,308,942
P (P
= 599,082) =708,374
P =35,699
P (P
= 41,391) =76,362,410
P =17,244,144
P =93,606,554
P
Effect of adoption of PFRS 15 − − − − 670,616 − − − − 670,616 − 670,616
Balances as of January 1, 2018, as restated 13,277,474 4,672,394 17,949,868 − 58,979,558 (599,082) 708,374 35,699 (41,391) 77,033,026 17,244,144 94,277,170
Comprehensive income
Net income − − − − 14,512,939 − − − − 14,512,939 5,336,146 19,849,085
Other comprehensive income (loss) − − − − − − (72,114) 40,989 − (31,125) − (31,125)
Total comprehensive income − − − − 14,512,939 − (72,114) 40,989 − 14,481,814 5,336,146 19,817,960
Acquisition of noncontrolling interest − − − − − (218,876) − − − (218,876) (32,731) (251,607)
Redemption of preferred shares (Note 22) − − − (7,069) − − − − − (7,069) − (7,069)
Cash dividends declared (Note 22) − − − − (12,746,372) − − − − (12,746,372) (4,010,623) (16,756,995)
Balances at December 31, 2018 =13,277,474
P =4,672,394
P =17,949,868
P (P
= 7,069) =60,746,125
P (P
= 817,958) =636,260
P =76,688
P (P
= 41,391) =78,542,523
P =18,536,936
P =97,079,459
P

*SGVFSM000224*
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Attibutable to Equity Holders of the Parent Company


Net
Premium Accumulated
on Acquisition Unrealized
of Gain on equity
Additional Total Treasury Unappropriated Non- Remeasurements investments
Paid-in Paid-in Shares – Retained controlling on Pension designated at Noncontrolling
Capital Stock Capital Capital Preferred Earnings Interest Plans FVOCI Other Equity -Interests Total
(Note 22) (Note 22) (Note 22) (Note 22) (Note 22) (Note 32) (Note 23) (Note 6) (Note 11) Total (Note 32) Equity
For the Year Ended December 31, 2017
Balances as of January 1, 2017 =13,277,474
P =4,672,394
P =17,949,868
P =−
P =49,917,571
P (P
= 522,903) =621,851
P =27,211
P =2,279
P =67,995,877
P =15,748,721
P =83,744,598
P
Comprehensive income
Net income – – – − 14,764,557 − − − − 14,764,557 6,150,913 20,915,470
Other comprehensive income (loss) – – – − − − 86,523 8,488 (43,670) 51,341 (26,435) 24,906
Total comprehensive income – – – − 14,764,557 – 86,523 8,488 (43,670) 14,815,898 6,124,478 20,940,376
Acquisition of noncontrolling interest (Note 32) − − − − − (76,179) − − − (76,179) (24,193) (100,372)
Cash dividends declared (Note 22) − − − − (6,373,186) – – – – (6,373,186) (4,604,862) (10,978,048)
Balances at December 31, 2017 =13,277,474
P =4,672,394
P =17,949,868
P =−
P =58,308,942
P (P
= 599,082) =708,374
P =35,699
P (P
= 41,391) =76,362,410
P =17,244,144
P =93,606,554
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFSM000224*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands of Pesos)

Years Ended December 31


2019 2018 2017

CASH FLOWS FROM OPERATING


ACTIVITIES
Income before income tax P
=16,604,365 =23,054,324
P =24,177,272
P
Adjustments for:
Depreciation, depletion and amortization
(Notes 12, 13, 14, 24 and 25) 9,202,083 9,431,800 8,054,761
Impairment of goodwill 1,637,430 − −
Finance costs (Note 27) 1,523,452 1,138,578 876,921
Unrealized market loss (gain) on financial assets
at FVPL (Note 5) 245,444 (25,775) (219,668)
Loss (Gain) on sale of property, plant and
equipment and investment properties - net
(Notes 12, 13 and 28) 14,847 (37,269) (144,934)
Equity in net earnings of associates and joint
ventures (Note 11) (1,802,385) (1,825,657) (1,694,046)
Finance income (Note 26) (996,537) (794,398) (450,847)
Net movement in net pension asset 131,569 125,348 (274,278)
Net unrealized foreign exchange gain (236,020) (155,266) (41,190)
Gain on sale of undeveloped parcel of
land (Notes 9 and 28) − (1,021,770) −
Loss on write-down of property, plant and
equipment and noncurrent assets
(Notes 13, 14 and 25) 83,536 − 183,897
Operating income before changes in working
capital 26,407,784 29,889,915 30,467,888
Decrease (increase) in:
Receivables and contract assets (1,947,484) (3,585,049) (6,794,813)
Inventories (3,814,532) (6,502,314) 17,545
Other current assets 2,316,342 (3,674,518) (1,755,770)
Increase (decrease) in:
Accounts and other payables 2,499,305 4,390,015 581,172
Liabilities for purchased land (105,980) (218,002) 690,373
Contract liabilities and other customers’
advances and deposits 1,905,090 729,951 2,706,464
Cash generated from operations 27,260,525 21,029,998 25,912,859
Interest received 996,176 785,503 449,861
Income taxes paid (1,938,770) (2,729,826) (3,148,539)
Interest paid and capitalized as cost of inventory
(Notes 9 and 19) (1,186,166) (1,023,271) (1,082,951)
Net cash provided by operating activities 25,131,765 18,062,404 22,131,230

(Forward)

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Years Ended December 31


2019 2018 2017

CASH FLOWS FROM INVESTING


ACTIVITIES
Dividends received P
=1,286,086 =798,972
P =793,472
P
Additions to:
Property, plant and equipment
(Notes 3 and 13) (15,183,170) (13,044,069) (8,152,503)
Investments in associates and joint ventures
(Note 11) (500,000) − –
Exploration and evaluation asset (Note 14) − (784) (890)
Equity investments designated at FVOCI
(Note 6) − – (2,950)
Interest paid and capitalized as cost of
property, plant and equipment (Note 13) (85,228) (44,707) (4,837)
Proceeds from disposals of:
Undeveloped land (Note 9) – 1,901,250 –
Property, plant and equipment – 420,314 151,645
Investment properties (Note 12) – 24,380 –
Equity investments designated at FVOCI
(Note 6) – 4,475 –
Decrease (increase) in other noncurrent assets (2,256,727) 1,196,265 1,437,052
Net cash used in investing activities (16,739,039) (8,743,904) (5,779,011)

CASH FLOWS FROM FINANCING


ACTIVITIES
Proceeds from availment of:
Short-term debt (Note 39) 35,882,500 9,622,849 1,583,992
Long-term debt (Note 39) 23,564,500 1,223,488 8,103,812
Payments of:
Short-term debt (Note 39) (40,405,654) (3,639,617) (3,134,000)
Long-term debt (Note 39) (13,574,242) (5,100,886) (3,983,950)
Dividends to equity holders of the
Parent Company (Notes 22 and 39) (6,373,186) (12,746,372) (6,377,259)
Dividends to noncontrolling-interests
(Notes 22 and 39) (2,390,245) (4,010,623) (4,604,862)
Interest (1,586,134) (987,757) (740,382)
Lease liabilities (Note 34) (67,268) − −
Increase (decrease) in other noncurrent liabilities
(Note 39) 2,651,082 (3,318,122) (508,017)
Acquisition of noncontrolling-interests − (251,607) (101,856)
Redemption of preferred shares − (7,069) −
Net cash used in financing activities (2,298,647) (19,215,716) (9,762,522)

(Forward)

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Years Ended December 31


2019 2018 2017

EFFECT OF EXCHANGE RATE CHANGES


ON CASH AND CASH EQUIVALENTS P
=21,780 =55,406
P (P
=4,029)

NET INCREASE (DECREASE) IN CASH AND


CASH EQUIVALENTS 6,115,859 (9,841,810) 6,585,668

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 15,481,964 25,323,774 18,738,106

CASH AND CASH EQUIVALENTS AT


END OF YEAR (Note 4) P
=21,597,823 =15,481,964
P =25,323,774
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFSM000224*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

DMCI Holdings, Inc. (the Parent Company) was incorporated on March 8, 1995 with a corporate life
of 50 years from and after the date of incorporation and is domiciled in the Philippines. The Parent
Company’s registered office address and principal place of business is at 3rd Floor, Dacon Building,
2281 Don Chino Roces Avenue, Makati City.

The Parent Company and its subsidiaries (collectively referred to herein as the Group) is primarily
engaged in general construction, coal and nickel mining, power generation, real estate development,
water concession and manufacturing.

The Parent Company’s shares of stock are listed and are currently traded at the Philippine Stock
Exchange (PSE).

The accompanying consolidated financial statements were approved and authorized for issue by the
Board of Directors (BOD) on March 5, 2020.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements of the Group have been prepared using the historical cost basis,
except for financial assets at fair value through profit or loss (FVPL) and at fair value through
comprehensive income (FVOCI) financial assets that have been measured at fair value. The Parent
Company’s functional currency and the Group’s presentation currency is the Philippine Peso (P =). All
amounts are rounded to the nearest thousand (P =000), unless otherwise indicated.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with Philippine
Financial Reporting Standards (PFRSs), which include the availment of the relief granted by the SEC
under Memorandum Circular No. 14, Series of 2018, Memorandum Circular No. 3, Series of 2019
and Memorandum Circular No. 4, Series of 2020.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards and
Interpretations issued by Philippine Interpretations Committee (PIC).

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and
its subsidiaries as of December 31, 2019 and 2018, and for each of the three years in the period ended
December 31, 2019.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included or excluded in the consolidated
financial statements from the date the Group gains control or until the date the Group ceases to
control the subsidiary.

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Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
· Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee);
· Exposure, or rights, to variable returns from its involvement with the investee; and,
· The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:
· The contractual arrangement with the other vote holders of the investee;
· Rights arising from other contractual arrangements; and,
· The Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Parent Company and to the noncontrolling-interests (NCI), even if these result in the
NCI having a deficit balance. The consolidated financial statements are prepared using uniform
accounting policies for like transactions and other similar events. When necessary, adjustments are
made to the financial statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash
flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
· Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying amount
of any noncontrolling-interests and the cumulative translation differences recorded in equity.
· Recognizes the fair value of the consideration received, the fair value of any investment retained
and any surplus or deficit in profit or loss.
· Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnigns, as appropriate.

The consolidated financial statements include the financial statements of the Parent Company and the
following subsidiaries (which are all incorporated and domiciled in the Philippines).
2019 2018
Effective Effective
Nature of Business Direct Indirect Interest Direct Indirect Interest
(In percentage)
General Construction:
D.M. Consunji, Inc. (DMCI) General Construction 100.00 – 100.00 100.00 – 100.00
Beta Electromechanical Corporation
(Beta Electric) 1 General Construction – 53.95 53.95 – 53.95 53.95
Raco Haven Automation Philippines, Inc.
(Raco) 1 Non-operational – 50.14 50.14 – 50.14 50.14
Oriken Dynamix Company, Inc. (Oriken) 1 Non-operational – 89.00 89.00 – 89.00 89.00

(Forward)

*SGVFSM000224*
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2019 2018
Effective Effective
Nature of Business Direct Indirect Interest Direct Indirect Interest
(In percentage)
DMCI Technical Training Center
(DMCI Training) 1 Services – 100.00 100.00 – 100.00 100.00
Bulakan North Gateway Holdings Inc Services
(Bulakan North)1 – 100.00 100.00 – – –

Real Estate:
DMCI Project Developers, Inc. (PDI) Real Estate Developer 100.00 – 100.00 100.00 – 100.00
DMCI-PDI Hotels, Inc. (PDI Hotels) 2 Hotel Operator – 100.00 100.00 – 100.00 100.00
DMCI Homes Property Management Property Management
Corporation (DPMC) 2 Services – 100.00 100.00 – 100.00 100.00
Zenith Mobility Solutions Services, Inc. Services
(ZMSSI)2 – 51.00 51.00 – 51.00 51.00
Riviera Land Corporation (Riviera) 2 Real Estate Developer – 100.00 100.00 – 100.00 100.00
Hampstead Gardens Corporation Real Estate Developer
(Hampstead) 2* – 100.00 100.00 – 100.00 100.00
DMCI Homes, Inc. (DMCI Homes) 2* Marketing Arm – 100.00 100.00 – 100.00 100.00

Coal Mining:
Semirara Mining and Power Corporation
(SMPC) Mining 56.65 – 56.65 56.65 – 56.65

On-Grid Power:
Sem-Calaca Power Corporation (SCPC) 3 Power Generation – 56.65 56.65 – 56.65 56.65
Southwest Luzon Power Generation
Corporation (SLPGC) 3 Power Generation – 56.65 56.65 – 56.65 56.65
Sem-Calaca RES Corporation (SCRC) 3 Retail – 56.65 56.65 – 56.65 56.65
SEM-Cal Industrial Park Developers, Inc.
(SIPDI) 3 Non-operational – 56.65 56.65 – 56.65 56.65
Semirara Energy Utilities, Inc. (SEUI) 3 Non-operational – 56.65 56.65 – 56.65 56.65
Southeast Luzon Power Generation 56.65 56.65 56.65 56.65
Corporation (SeLPGC) 3 Non-operational – –
Semirara Claystone, Inc. (SCI) 3 Non-operational – 56.65 56.65 – 56.65 56.65

Off-Grid Power:
DMCI Power Corporation (DPC) Power Generation 100.00 – 100.00 100.00 – 100.00
DMCI Masbate Power Corporation
(DMCI Masbate) 4 Power Generation – 100.00 100.00 – 100.00 100.00

Nickel Mining:
DMCI Mining Corporation (DMC) Mining 100.00 – 100.00 100.00 – 100.00
Berong Nickel Corporation (BNC) 5 Mining – 74.80 74.80 – 74.80 74.80
Ulugan Resouces Holdings, Inc. (URHI) 5 Holding Company – 30.00 30.00 – 30.00 30.00
Ulugan Nickel Corporation (UNC) 5 Holding Company – 58.00 58.00 – 58.00 58.00
Nickeline Resources Holdings, Inc.
(NRHI) 5 Holding Company – 58.00 58.00 – 58.00 58.00
TMM Management, Inc. (TMM) 5 Services – 40.00 40.00 – 40.00 40.00
Zambales Diversified Metals Corporation
(ZDMC) 5 Mining – 100.00 100.00 – 100.00 100.00
Zambales Chromite Mining Company Inc.
(ZCMC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Fil-Asian Strategic Resources & Properties
Corporation (FASRPC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Montague Resources Philippines
Corporation (MRPC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Montemina Resources Corporation (MRC)5 Non-operational – 100.00 100.00 – 100.00 100.00
Mt. Lanat Metals Corporation (MLMC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Fil-Euro Asia Nickel Corporation
(FEANC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Heraan Holdings, Inc. (HHI) 5 Holding Company – 100.00 100.00 – 100.00 100.00
Zambales Nickel Processing Corporation
(ZNPC) 5 Non-operational – 100.00 100.00 – 100.00 100.00
Zamnorth Holdings Corporation (ZHC) 5 Holding Company – 100.00 100.00 – 100.00 100.00
ZDMC Holdings Corporation (ZDMCHC) 5 Holding Company – 100.00 100.00 – 100.00 100.00

(Forward)

*SGVFSM000224*
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2019 2018
Effective Effective
Nature of Business Direct Indirect Interest Direct Indirect Interest
(In percentage)
Manufacturing:
Semirara Cement Corporation (SemCem) Non-operational 100.00 – 100.00 100.00 – 100.00
Wire Rope Corporation of the Philippines
(Wire Rope) Manufacturing 45.68 16.03 61.70 45.68 16.02 61.70

*Liquidating as of December 31, 2019


1 DMCI’s subsidiaries. Bulakan North was incorporated on October 10, 2019 and has not yet started commercial operations.
2 PDI’s subsidiaries
3 SMPC’s subsidiaries
4 DPC’s subsidiaries
5 DMC’s subsidiaries
5 DMC’s subsidiaries

Noncontrolling-Interests
Noncontrolling-interests represent the portion of profit or loss and net assets not owned, directly or
indirectly, by the Group.

Noncontrolling-interests are presented separately in the consolidated statement of income,


consolidated statement of comprehensive income, and within equity in the consolidated statement of
financial position, separately from parent shareholder’s equity. Any losses applicable to the
noncontrolling-interests are allocated against the interests of the noncontrolling-interests even if these
result to the noncontrolling-interest, having a deficit balance. The acquisition of an additional
ownership interest in a subsidiary without a change of control is accounted for as an equity
transaction. Any excess or deficit of consideration paid over the carrying amount of the
noncontrolling-interests is recognized in equity of the parent in transactions where the noncontrolling
interest are acquired or sold without loss of control.

The proportion of ownership interest held by noncontrolling-interests on the consolidated subsidiaries


are presented below.

(In Percentage)
Beta Electromechanical Corporation (Beta Electromechanical) 46.05
Raco Haven Automation Philippines, Inc. (Raco) 49.86
Oriken Dynamix Company, Inc. (Oriken) 11.00
Zenith Mobility Solutions Services, Inc. 49.00
Semirara Mining and Power Corporation (SMPC) 43.35
Sem-Calaca Power Corporation (SCPC) 43.35
Southwest Luzon Power Generation Corporation (SLPGC) 43.35
Sem-Calaca RES Corporation (SCRC) 43.35
SEM-Cal Industrial Park Developers, Inc. (SIPDI) 43.35
Semirara Energy Utilities, Inc. (SEUI) 43.35
Southeast Luzon Power Generation Corporation (SeLPGC) 43.35
Semirara Claystone, Inc. (SCI) 43.35
Berong Nickel Corporation (BNC) 25.20
Ulugan Resouces Holdings, Inc. (URHI) 70.00
Ulugan Nickel Corporation (UNC) 42.00
Nickeline Resources Holdings, Inc. (NRHI) 42.00
TMM Management, Inc. (TMM) 60.00
Wire Rope Corporation of the Philippines (Wire Rope) 38.30

The voting rights held by the Group in the these subsidiaries are in proportion to their ownership
interests, except for URHI and TMM (see Note 3).

*SGVFSM000224*
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Changes in Accounting Policies and Disclosures


The accounting policies adopted in the preparation of the Group’s consolidated financial statements
are consistent with those of the previous financial year, except for the adoption of the following new
accounting pronouncements which became effective January 1, 2019.

· Amendments to PFRS 9, Prepayment Features with Negative Compensation


Under PFRS 9, a debt instrument can be measured at amortized cost or FVOCI, provided that the
contractual cash flows are ‘solely payments of principal and interest on the principal amount
outstanding’ (the SPPI criterion) and the instrument is held within the appropriate business model
for that classification. The amendments to PFRS 9 clarify that a financial asset passes the SPPI
criterion regardless of the event or circumstance that causes the early termination of the contract
and irrespective of which party pays or receives reasonable compensation for the early
termination of the contract. The amendments should be applied retrospectively and are effective
from January 1, 2019, with earlier application permitted.

These amendments have no impact to the consolidated financial statements of the Group.

· PFRS 16, Leases


PFRS 16 supersedes PAS 17, Leases, Philippine Interpretation IFRIC 4, Determining whether an
Arrangement contains a Lease, Philippine Interpretation SIC-15, Operating Leases-Incentives
and Philippine Interpretation SIC-27, Evaluating the Substance of Transactions Involving the
Legal Form of a Lease. The standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to recognize most leases on the
consolidated statement of financial position.

Lessor accounting under PFRS 16 is substantially unchanged from today’s accounting under
PAS 17. Lessors will continue to classify all leases using the same classification principle as in
PAS 17 and distinguish between two types of leases: operating and finance leases. PFRS 16 did
not have an impact for leases where the Group is the lessor.

The Group adopted PFRS 16 using the modified retrospective approach upon adoption of
PFRS 16 in 2019 and elected to apply the standard to contracts that were previously identified as
leases applying PAS 17 and Philippine Interpretation IFRIC-4. The Group will therefore not
apply the standard to contracts that were not previously identified as containing a lease applying
PAS 17 and Philippine Interpretation IFRIC-4.

The Group also applied the available practical expedients wherein it:
· Used a single discount rate to a portfolio of leases with reasonably similar characteristics
· Applied the short-term leases exemptions to leases with lease term that ends within
12 months of the date of initial application
· Used hindsight in determining the lease term where the contract contained options to extend
or terminate the lease

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The effect of adopting PFRS 16 in the consolidated statement of financial position as of


January 1, 2019 are as follows:

Increase (Decrease)
Right-of-use assets =330,336
P
Deferred tax assets 19,706
Prepaid rent (under other noncurrent assets) (69,240)
Total assets =280,802
P

Lease liabilities (under other noncurrent liabilities) =261,096


P
Deferred tax liabilities 19,706
Total liabilities =280,802
P

The lease liabilities as at January 1, 2019 as can be reconciled to the operating lease commitments
as of December 31, 2018 follows:

Operating lease commitments as at December 31, 2018 (Note 34) =337,257


P
Weighted average incremental borrowing rate at January 1, 2019 6.38% to 7.88%
Discounted operating lease commitments at January 1, 2019 302,201
Less: Commitments relating to short-term leases 41,105
Lease liabilities as at January 1, 2019 =261,096
P

With the adoption of PFRS 16 in 2019, the Group’s operating profit and interest expense
increased. This is due to the change in the accounting for rent expense related to leases that were
previously classified as operating leases under PAS 17.

The adoption of PFRS 16 did not have an impact on equity at January 1, 2019, since the Group
elected to measure the right-of-use assets at an amount equal to the lease liabilities, adjusted by
the amount of any prepaid lease payments relating to these leases recognized in the consolidated
statement of financial position immediately before the date of initial application.

Before the adoption of PFRS 16, the Group classified each of its leases (as lessee) at the inception
date as either a finance lease or an operating lease. Upon adoption of PFRS 16, the Group applied
a single recognition and measurement approach for all leases, except for short-term leases.

Leases previously accounted for as operating leases


The Group recognized right-of-use assets and lease liabilities for those leases previously
classified as operating leases, except for short-term leases. The right-of-use assets were
recognized based on the amount equal to the lease liabilities, adjusted for any related prepaid
lease payments previously recognized. Lease liabilities were recognized based on the present
value of the remaining lease payments, discounted using the incremental borrowing rates at the
date of initial application.

· Amendments to PAS 19, Employee Benefits, Plan Amendment, Curtailment or Settlement


The amendments to PAS 19 address the accounting when a plan amendment, curtailment or
settlement occurs during a reporting period. The amendments specify that when a plan
amendment, curtailment or settlement occurs during the annual reporting period, an entity is
required to:

a. Determine current service cost for the remainder of the period after the plan amendment,
curtailment or settlement, using the actuarial assumptions used to remeasure the net defined

*SGVFSM000224*
-7-

benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after
that event.

b. Determine net interest for the remainder of the period after the plan amendment, curtailment
or settlement using: the net defined benefit liability (asset) reflecting the benefits offered
under the plan and the plan assets after that event; and the discount rate used to remeasure
that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or loss
on settlement, without considering the effect of the asset ceiling. This amount is recognized in
profit or loss. An entity then determines the effect of the asset ceiling after the plan amendment,
curtailment or settlement. Any change in that effect, excluding amounts included in the net
interest, is recognized in other comprehensive income.

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the
beginning of the first annual reporting period that begins on or after January 1, 2019, with early
application permitted. These amendments will apply only to any future plan amendments,
curtailments, or settlements of the Group.

· Amendments to PAS 28, Long-term Interests in Associates and Joint Ventures


The amendments clarify that an entity applies PFRS 9 to long-term interests in an associate or
joint venture to which the equity method is not applied but that, in substance, form part of the net
investment in the associate or joint venture (long-term interests). This clarification is relevant
because it implies that the expected credit loss model in PFRS 9 applies to such long-term
interests.

The amendments also clarified that, in applying PFRS 9, an entity does not take account of any
losses of the associate or joint venture, or any impairment losses on the net investment,
recognized as adjustments to the net investment in the associate or joint venture that arise from
applying PAS 28, Investments in Associates and Joint Ventures.

The amendments should be applied retrospectively and are effective from January 1, 2019, with
early application permitted. Since the Group currently does not have such long-term interests in
its associate and joint venture, the amendments did not have an impact on the consolidated
financial statements.

· Philippine Interpretation IFRIC 23, Uncertainty over Income Tax Treatments


The Interpretation addresses the accounting for income taxes when tax treatments involve
uncertainty that affects the application of PAS 12 and does not apply to taxes or levies outside the
scope of PAS 12, nor does it specifically include requirements relating to interest and penalties
associated with uncertain tax treatments.

The Interpretation specifically addresses the following:

· Whether an entity considers uncertain tax treatments separately;


· The assumptions an entity makes about the examination of tax treatments by taxation
authorities;
· How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates; and,
· How an entity considers changes in facts and circumstances.

*SGVFSM000224*
-8-

The Group determines whether to consider each uncertain tax treatment separately or together with
one or more other uncertain tax treatments and uses the approach that better predicts the resolution
of the uncertainty.

The Group applies significant judgment in identifying uncertainties over income tax treatments.
Upon adoption of the Interpretation, the Group considered whether it has any uncertain tax
positions. The Group determined that it is probable that its tax treatments will be accepted by the
taxation authorities. The adoption of the Interpretation did not have a significant on the consolidated
financial statements of the Group.

· Annual Improvements to PFRSs 2015-2017 Cycle

· Amendments to PFRS 3, Business Combinations, and PFRS 11, Joint Arrangements,


Previously Held Interest in a Joint Operation
The amendments clarify that, when an entity obtains control of a business that is a joint
operation, it applies the requirements for a business combination achieved in stages,
including remeasuring previously held interests in the assets and liabilities of the joint
operation at fair value. In doing so, the acquirer remeasures its entire previously held interest
in the joint operation.

A party that participates in, but does not have joint control of, a joint operation might obtain
joint control of the joint operation in which the activity of the joint operation constitutes a
business as defined in PFRS 3. The amendments clarify that the previously held interests in
that joint operation are not remeasured.

An entity applies those amendments to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after
January 1, 2019 and to transactions in which it obtains joint control on or after the beginning
of the first annual reporting period beginning on or after January 1, 2019, with early
application permitted.

These amendments are currently not applicable to the Group but may apply to future
transactions.

· Amendments to PAS 12, Income Tax Consequences of Payments on Financial Instruments


Classified as Equity
The amendments clarify that the income tax consequences of dividends are linked more
directly to past transactions or events that generated distributable profits than to distributions
to owners. Therefore, an entity recognizes the income tax consequences of dividends in
profit or loss, other comprehensive income or equity according to where the entity originally
recognized those past transactions or events.

An entity applies those amendments for annual reporting periods beginning on or after
January 1, 2019, with early application is permitted.

These amendments are not relevant to the Group because dividends declared by the Group do
not give rise to tax obligations under the current tax laws.

*SGVFSM000224*
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· Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization
The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities necessary
to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning of
the annual reporting period in which the entity first applies those amendments. An entity
applies those amendments for annual reporting periods beginning on or after January 1, 2019,
with early application permitted.

Upon adoption, the amendment did not have an impact of the Group’s consolidated financial
statements.

Standards Issued but not yet Effective


Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, the Group
does not expect that the future adoption of the said pronouncemnets will have a significant impact on
its consolidated financial statements. The Group intends to adopt the following pronouncements
when they become effective.

Effective beginning on or after January 1, 2020

· Amendments to PFRS 3, Definition of a Business


The amendments to PFRS 3 clarify the minimum requirements to be a business, remove the
assessment of a market participant’s ability to replace missing elements, and narrow the
definition of outputs. The amendments also add guidance to assess whether an acquired process
is substantive and add illustrative examples. An optional fair value concentration test is
introduced which permits a simplified assessment of whether an acquired set of activities and
assets is not a business.

An entity applies those amendments prospectively for annual reporting periods beginning on or
after January 1, 2020, with earlier application permitted. These amendments will apply on future
business combinations of the Group.

· Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting Policies,


Changes in Accounting Estimates and Errors, Definition of Material
The amendments refine the definition of material in PAS 1 and align the definitions used across
PFRSs and other pronouncements. They are intended to improve the understanding of the
existing requirements rather than to significantly impact an entity’s materiality judgements.

An entity applies those amendments prospectively for annual reporting periods beginning on or
after January 1, 2020, with earlier application permitted. The Group does not expect the
amendments to have significant impact to the consolidated financial statements.

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
The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss of
control of a subsidiary that is sold or contributed to an associate or joint venture. The
amendments clarify that a full gain or loss is recognized when a transfer to an associate or joint
venture involves a business as defined in PFRS 3, Business Combinations. Any gain or loss

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resulting from the sale or contribution of assets that does not constitute a business, however, is
recognized only to the extent of unrelated investors’ interests in the associate or joint venture.

On January 13, 2016, the Financial Reporting Standards Council deferred the original effective
date of January 1, 2016 of the said amendments until the International Accounting Standards
Board (IASB) completes its broader review of the research project on equity accounting that may
result in the simplification of accounting for such transactions and of other aspects of accounting
for associates and joint ventures.

The Group is currently assessing the impact of adopting these amendments.

· PIC updates on PFRS 15 implementation issues


On August 27, 2019, the real estate industry sent a position paper to PIC requesting the latter to
revisit its position on certain issues relating to the adoption of PFRS 15 and some other industry
issues. In line with this, the PIC issued two (2) response letters to the industry dated
September 13 and 27, 2019. While the PIC finalizes its position on the matters raised by the
industry, PIC has provided the following options for accounting treatment or financial statement
presentation on the following:

· Conclusion of PIC Q&A 2018-12H, Accounting for Common Usage Service Area (CUSA),
recommends the industry to consider an alternative presentation wherein CUSA may be
presented outside of topline revenues if these are not considered as main source of revenue
and are not material. This is not applicable to the Group as the entity does not earn revenues
from CUSA.

· March 2019 IFRIC Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23,
Borrowing Cost) for the Real Estate Industry
In March 2019, the IFRIC issued an Agenda Decision clarifying the criteria for the capitalization
of borrowing costs in relation to the construction of residential multi-unit real estate
development which are sold to customers prior to the start of construction or completion of the
development.

Paragraph 8 of PAS 23 allows the capitalization of borrowing costs that are directly attributable
to the acquisition, construction or production of a qualifying asset. Paragraph 5 of PAS 23
defines a qualifying asset as an asset that takes a substantial period of time to get ready for its
intended use or sale. The IFRIC Agenda Decision clarified that the related assets namely,
installment contracts receivable, contract asset or inventory, are not considered qualifying assets
and therefore the corresponding borrowing cost may not be capitalized.

On February 11, 2020, the Philippine SEC issued Memorandum Circular No. 4, Series of 2020,
providing relief to the real estate industry by deferring the mandatory implementation of the
above IFRIC Agenda Decision until December 31, 2020. Effective January 1, 2021, real estate
companies shall adopt the IFRIC Agenda Decision and any subsequent amendments thereto
retrospectively or as the SEC will later prescribe. A real estate company may opt not to avail of
the deferral and instead comply in full with the requirements of the IFRIC agenda decision.

For real estate companies that avail of the deferral, the SEC requires disclosure in the notes to
the consolidated financial statements of the accounting policies applied, a discussion of the
deferral of the subject implementation issues, and a qualitative discussion of the impact in the
financial statements had the IFRIC agenda decision been adopted.

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The Group opted to avail of the relief as provided by the SEC. Had the Group adopted the IFRIC
agenda decision, borrowing costs capitalized to real estate inventories related to projects with pre-
selling activities should have been expensed out in the period incurred. This adjustment should have
been applied retrospectively and would have resulted to restatement of prior year financial statements.
A restatement would have impacted interest expense, cost of real estate sales, provision for deferred
income tax, real estate inventories, deferred tax liability and opening balance of retained earnings.

Current versus Noncurrent Classification


The Group presents assets and liabilities in consolidated statement of financial position based on
current and noncurrent classification.

An asset is current when:

· Expected to be realized or intended to be sold or consumed in normal operating cycle;


· Held primarily for the purpose of trading;
· Expected to be realized within 12 months after reporting date; or,
· Cash or cash equivalents, unless restricted from being exchanged or used to settle a liability for at
least 12 months after reporting date.

All other assets are classified as noncurrent.

A liability is current when:

· It is expected to be settled in the normal operating cycle;


· It is held primarily for the purpose of trading;
· It is due to be settled within 12 months after reporting date; or,
· There is no unconditional right to defer the settlement of the liability for at least 12 months after
reporting date.

The Group classifies all other liabilities as noncurrent.

Deferred tax assets and liabilities are classified as noncurrent assets and noncurrent liabilities,
respectively.

Fair Value Measurement


The Group measures financial assets designated at FVOCI and financial assets at FVPL at fair value
at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:

· In the principal market for the asset or liability; or,


· In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.

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A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial
statements are categorized within the fair value hierarchy based on the lowest level input that is
significant to the fair value measurement as a whole:

· Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
· Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
· Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable

For assets and liabilities that are recognized in the consolidated financial statements on a recurring
basis, the Group determines whether transfers have occurred between Levels in the hierarchy by
re-assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

Cash and Cash Equivalents


Cash includes cash on hand and cash in banks. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash with original maturities of
three (3) months or less from dates of placement and that are subject to insignificant risk of change in
value.

Recognition and Measurement of Financial Instruments (Effective January 1, 2018)


Financial assets
a. Initial recognition
Financial assets are classified, at initial recognition, as either subsequently measured at amortized
cost, at FVOCI, or at FVPL.

The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With
the exception of trade receivables that do not contain a significant financing component or for
which the Group has applied the practical expedient, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs. Trade
receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient are measured at the transaction price determined under PFRS 15.

In order for a financial asset to be classified and measured at amortized cost or at FVOCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest’ (SPPI) on the
principal amount outstanding. This assessment is referred to as the SPPI test’ and is performed at
an instrument level.

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The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are recognized
on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

The Group’s financial assets comprise of financial assets at amortized cost, financial assets at
FVPL and financial assets at FVOCI.

b. Subsequent measurement – 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, the objective of which is to hold assets in
order to collect contractual cash flows; and,
· the contractual terms of the instrument give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is
derecognized, modified or impaired.

The Group classifies cash and cash equivalents, receivables, due from related parties, and
refundable deposit as financial assets at amortized cost (see Notes 4, 7, 10 and 14).

a. Subsequent measurement - Financial assets designated at FVOCI with no recycling of cumulative


gains and losses upon derecognition
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as
equity instruments designated at fair value through OCI when they meet the definition of equity
under PAS 32, Financial Instruments: Presentation and are not held for trading. The
classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are
recognized as other income in the consolidated statement of income when the right of payment
has been established, except when the Group benefits from such proceeds as a recovery of part of
the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments
designated at fair value through OCI are not subject to impairment assessment.

The Group elected to classify irrevocably its quoted and non-listed equity investments under this
category (see Note 6).

b. Subsequent measurement - Financial assets at FVPL


Financial assets at fair value through profit or loss include financial assets held for trading,
financial assets designated upon initial recognition at fair value through profit or loss, or financial
assets mandatorily required to be measured at fair value. Financial assets are classified as held for
trading if they are acquired for the purpose of selling or repurchasing in the near term.
Derivatives, including separated embedded derivatives, are also classified as held for trading
unless they are designated as effective hedging instruments. Financial assets with cash flows that
are not solely payments of principal and interest are classified and measured at FVPL,
irrespective of the business model. Notwithstanding the criteria for debt instruments to be
classified at amortized cost or at FVOCI, as described above, debt instruments may be designated

*SGVFSM000224*
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at FVPL on initial recognition if doing so eliminates, or significantly reduces, an accounting


mismatch.

The Group measures its derivative as financial asset at FVPL and is carried in the consolidated
statement of financial position at fair value, with net changes in fair value recognized in the
consolidated statement of income (see Note 5).

c. Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of financial
assets) is derecognized when:

· the right to receive cash flows from the asset has expired; or,
· the Group has transferred its right to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a pass-through arrangement; and either (i) the Group has transferred substantially all the risks
and rewards of the asset, or (ii) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into
a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and
rewards of ownership. When it has neither transferred nor retained substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Group continues to recognize
the transferred asset to the extent of its continuing involvement. In that case, the Group also
recognizes an associated liability. The transferred asset and the associated liability are measured
on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.

Financial liabilities
a. Initial recognition
Financial liabilities are classified, at initial recognition, either as financial liabilities at FVPL,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities comprise of financial liabilities at amortized cost including
accounts and other payables and other obligations that meet the above definition (other than
liabilities covered by other accounting standards, such as pension liabilities, income tax payable,
and other statutory liabilities).

b. Subsequent measurement – Payables, loans and borrowings


After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the EIR amortization process.

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Amortized cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortization is included as finance
costs in the consolidated statement of income. This category generally applies to short-term and
long-term debt.

c. Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or
canceled or has expired. When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in the consolidated statement of income.

Impairment of Financial Assets


The Group recognizes an allowance for ECLs for all debt instruments not held at FVPL. ECLs are
based on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate (EIR). The expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

For receivables, except for receivables from related parties where the Group applies general approach,
the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track
changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each
reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.

For real estate Installment Contracts Receivable (ICR) and contract assets, the Group uses the vintage
analysis for ECL by calculating the cumulative loss rates of a given ICR pool. It derives the
probability of default from the historical data of a homogenous portfolio that share the same
origination period. The information on the number of defaults during fixed time intervals of the
accounts is utilized to create the probability model. It allows the evaluation of the loan activity from
its origination period until the end of the contract period.

As these are future cash flows, these are discounted back to the time of default (i.e., is defined by the
Group as upon cancellation of CTS) using the appropriate effective interest rate, usually being the
original EIR or an approximation thereof.

For other financial assets such receivable from related parties, other receivables and refundable
deposits, ECLs are recognized in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in credit risk since initial recognition,
a loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).

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For cash and cash equivalents, the Group applies the low credit risk simplification. The probability of
default and loss given defaults are publicly available and are considered to be low credit risk
investments. It is the Group’s policy to measure ECLs on such instruments on a 12-month basis.
However, when there has been a significant increase in credit risk since origination, the allowance
will be based on the lifetime ECL. The Group uses the ratings from Standard & Poor’s (S&P),
Moody’s and Fitch to determine whether the debt instrument has significantly increased in credit risk
and to estimate ECLs.

For short term investments, the Group applies the low credit risk simplication. At every reporting
date, the Group evaluates whether debt instrument is considered to have low credit risk using all
reasonable and supportable information that is available without undue cost or effort. In making that
evaluation, the Group reassesses the internal credit rating of the debt instrument.

In addition, the Group considers that there has been a significant increase in credit risk when
contractual payments are more than 30 days past due. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.

Deferred Financing Costs


Deferred financing costs represent debt issue costs arising from the fees incurred to obtain project
financing. This is included in the initial measurement of the related debt. The deferred financing
costs are treated as a discount on the related debt and are amortized using the effective interest
method over the term of the related debt.

Offsetting of Financial Instruments


Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statement of financial position, if and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, to realize the asset and settle the
liability simultaneously. The Group assesses that it has a currently enforceable right of offset if the
right is not contingent on a future event, and is legally enforceable in the normal course of business,
event of default, and event of insolvency or bankruptcy of the Group and all of the counterparties.

Recognition and Measurement of Financial Instruments (Prior to Adoption of PFRS 9)

Financial Assets and Financial Liabilities at FVPL


Financial assets and financial liabilities at FVPL include financial assets and financial liabilities held
for trading and financial assets and financial liabilities designated upon initial recognition as at FVPL.

Financial assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term. Derivatives, including separated embedded derivatives, are also
classified as held for trading, unless they are designated as effective hedging instruments as defined
by PAS 39. The Group has not designated any financial assets at FVPL as hedging instrument.
Financial assets or financial liabilities held for trading are recorded in the consolidated statement of
financial position at fair value. Changes in fair value relating to the held for trading positions are
recognized in “Other income - net” account in the consolidated statement of income. Interest earned
or incurred is recorded in interest income or expense, respectively, while dividend income is recorded
when the right to receive payment has been established.

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair
value if their economic characteristics and risks are not closely related to those of the host contracts
and the host contracts are not held for trading or designated at fair value though profit or loss. These
embedded derivatives are measured at fair value with changes in fair value recognized in the
consolidated statement of income. Reassessment only occurs if there is either a change in the terms of

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the contract that significantly modifies the cash flows that would otherwise be required or a
reclassification of a financial asset out of the fair value through profit or loss category.

Financial assets may be designated at initial recognition as at FVPL if any of the following criteria
are met:
· The designation eliminates or significantly reduces the inconsistent treatment that would
otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on
a different basis; or
· The assets are part of a group of financial assets which are managed and their performance
evaluated on a fair value basis, in accordance with a documented risk management or investment
strategy; or
· The financial instrument contains an embedded derivative that would need to be separately
recorded.

The Group’s financial assets at FVPL pertain to investment in quoted equity securities and derivatives
arising from contracts for differences entered with a third party as disclosed in Notes 5, 10 and 14 to
consolidated financial statements and is included under ‘Other current and noncurrent assets’ in the
consolidated statement of financial position. The Group does not have any financial liability at FVPL.

AFS Financial Assets


AFS financial assets are those which are designated as such or do not qualify to be classified or
designated as at FVPL, HTM or loans and receivables. After initial measurement, AFS financial
assets are measured at fair value with unrealized gains or losses being recognized in the consolidated
statement of comprehensive income and are reported as “Net accumulated unrealized gains (losses)
on AFS financial assets” in equity. When the investment is disposed of, the cumulative gain or loss
previously recorded in equity is recognized in the consolidated statement of income. Interest earned
or paid on the investments is reported as interest income or expense using the EIR. Dividends earned
on investments are recognized in the consolidated statement of income when the right to receive
payment has been established. The losses arising from impairment of such investments are
recognized under “Other income-net” in the consolidated statement of income.

AFS financial assets are classified as current asset if verified to be realized within 12 months from
reporting date.

When the fair value of AFS financial assets cannot be measured reliably because of lack of reliable
estimates of future cash flows and discount rates necessary to calculate the fair values of unquoted
equity instruments, then instruments are carried at cost less any allowance for impairment losses.

The Group’s AFS financial assets pertain to quoted and unquoted equity securities and are included in
‘Other current assets’ in the consolidated statement of financial position.

Impairment of Financial Assets (Prior to Adoption of PFRS 9)

The Group assesses at each reporting date whether there is objective evidence that a financial asset or
group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be
impaired if, and only if, there is objective evidence of impairment as a result of one or more events
that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event
(or events) has an impact on the estimated future cash flows of the financial asset or the group of
financial assets that can be reliably estimated. Evidence of impairment may include indications that
the borrower or a group of borrowers is experiencing significant financial difficulty, default or
delinquency in interest or principal payments, the probability that they will enter bankruptcy or other
financial reorganization and where observable data indicate that there is measurable decrease in the

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estimated future cash flows, such as changes in arrears or economic conditions that correlate with
defaults.

Loans and Receivables


For loans and receivables carried at amortized cost, the Group first assesses whether objective
evidence of impairment exists individually for financial assets that are individually significant, or
collectively for financial assets that are not individually significant. If the Group determines that no
objective evidence of impairment exists for individually assessed financial asset, whether significant
or not, it includes the asset in a group of financial assets with similar credit risk characteristics and
collectively assesses for impairment. Those characteristics are relevant to the estimation of future
cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due
according to the contractual terms of the assets being evaluated. Assets that are individually assessed
for impairment and for which an impairment loss is, or continues to be, recognized are not included in
a collective assessment for impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is
measured as the difference between the asset’s carrying amount and the present value of the estimated
future cash flows (excluding future credit losses that have not been incurred) discounted at the
financial assets’ original EIR (i.e., the EIR computed at initial recognition). The carrying amount of
the asset is reduced through the use of an allowance account and the amount of loss is charged to the
consolidated statement of income during the period in which it arises. Interest income continues to be
recognized based on the original EIR of the asset. Receivables, together with the associated
allowance accounts, are written off when there is no realistic prospect of future recovery and all
collateral has been realized.

If, in a subsequent year, the amount of the estimated impairment loss decreases because of an event
occurring after the impairment was recognized, the previously recognized impairment loss is
reversed. Any subsequent reversal of an impairment loss is recognized in the consolidated statement
of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the
reversal date.

For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of
such credit risk characteristics as industry, customer type, customer location, past-due status and
term. Future cash flows in a group of financial assets that are collectively evaluated for impairment
are estimated on the basis of historical loss experience for assets with credit risk characteristics
similar to those in the group. Historical loss experience is adjusted on the basis of current observable
data to reflect the effects of current conditions that did not affect the period on which the historical
loss experience is based and to remove the effects of conditions in the historical period that do not
exist currently. The methodology and assumptions used for estimating future cash flows are
reviewed annually by the Group to reduce any differences between loss estimates and actual loss
experience.

AFS Financial Assets


For AFS financial assets, the Group assesses at each reporting date whether there is objective
evidence that a financial asset or group of financial assets is impaired.

In case of equity investments classified as AFS financial assets, impairment would include a
significant or prolonged decline in the fair value of the investments below its cost. Where there is
evidence of impairment, the cumulative loss, measured as the difference between the acquisition cost
and the current fair value, less any impairment loss on that financial asset previously recognized in
the consolidated statement of income, is removed from equity and recognized in the consolidated
statement of income under “Other income – net” account. Impairment losses on equity investments

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are not reversed through the consolidated statement of income. Increases in fair value after
impairment are recognized directly in the consolidated statement of comprehensive income.

Financial Assets Carried at Cost


If there is an objective evidence that an impairment loss has been incurred on an unquoted equity
instrument that is not carried at fair value because its fair value cannot be reliably measured, the
amount of the loss is measured as the difference between the carrying amount and the present value
of estimated future cash flows discounted at the current market rate of return for a similar financial
asset.

Embedded Derivative
The Group assesses the existence of an embedded derivative on the date it first becomes a party to the
contract, and performs re-assessment where there is a change to the contract that significantly
modifies the cash flows.

Embedded derivatives are bifurcated from their host contracts and carried at fair value with fair value
changes recognized in the consolidated statement of income, when the entire hybrid contracts
(composed of both the host contract and the embedded derivative) are not accounted for as financial
instruments designated at FVPL when their economic risks and characteristics are not clearly and
closely related to those of their respective host contracts; and when a separate instrument with the
same terms as the embedded derivative would meet the definition of a derivative.

Inventories
Real Estate Held for Sale and Development
Real estate held for sale and development consists of condominium units and subdivision land for
sale and development.

Condominium units and subdivision land for sale are carried at the lower of aggregate cost and net
realizable value (NRV). Costs include acquisition costs of the land, plus costs incurred for the
construction, development and improvement of residential units. Borrowing costs are capitalized
while the development and construction of the real estate projects are in progress, and to the extent
that these are expected to be recovered in the future. NRV is the estimated selling price in the
ordinary course of business, less estimated costs of completion and the estimated costs necessary to
make the sale.

Undeveloped land is carried at lower of cost and NRV.

The costs of inventory recognized in profit or loss on disposal is determined with reference to the
specific costs incurred on the property sold and an allocation of any non-specific costs based on the
relative size of the property sold.

Valuation allowance is provided for real estate held for sale and development when the NRV of the
properties are less than their carrying amounts.

Coal Inventory
The cost of coal inventory is carried at the lower of cost and NRV. NRV is the estimated selling
price in the ordinary course of business, less estimated costs necessary to make the sale for coal
inventory. Cost is determined using the weighted average production cost method.

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The cost of extracted coal includes all stripping costs and other mine related costs incurred during the
period and allocated on per metric ton basis by dividing the total production cost with the total
volume of coal produced. Except for shiploading cost, which is a period cost, all other production
related costs are charged to production cost.

Nickel Ore Inventory


Nickel ore inventories are valued at the lower of cost and NRV. Cost of beneficiated nickel ore or
nickeliferous laterite ore is determined by the moving average production cost and comprise of
outside services, production overhead, personnel cost, and depreciation, amortization and depletion
that are directly attributable in bringing the beneficiated nickel ore or nickeliferous laterite ore in its
saleable condition. NRV for beneficiated nickel ore or nickeliferous laterite ore is the estimated
selling price in the ordinary course of business, less estimated costs of completion and the estimated
costs necessary to make the sale. Stockpile tonnages are verified by periodic surveys.

Materials in Transit
Cost is determined using the specific identification basis.

Equipment Parts, Materials and Supplies


The cost of equipment parts, materials and supplies is determined principally by the average cost
method (either by moving average or weighted average production cost).

Equipment parts and supplies are transferred from inventories to property, plant and equipment when
the use of such supplies is expected to extend the useful life of the asset and increase its economic
benefit. Transfers between inventories to property, plant and equipment do not change the carrying
amount of the inventories transferred and they do not change the cost of that inventory for
measurement or disclosure purposes.

Equipment parts and supplies used for repairs and maintenance of the equipment are recognized in
the consolidated statement of income when consumed.

NRV for supplies and fuel is the current replacement cost. For supplies and fuel, cost is also
determined using the moving average method and composed of purchase price, transport, handling
and other costs directly attributable to its acquisition. Any provision for obsolescence is determined
by reference to specific items of stock. A regular review is undertaken to determine the extent of any
provision or obsolescence.

Other assets
Other current and noncurrent assets, which are carried at cost, pertain to resources controlled by the
Group as a result of past events and from which future economic benefits are expected to flow to the
Group.

Advances to Suppliers and Contractors


Advances to suppliers and contractors are recognized in the consolidated statement of financial
position when it is probable that the future economic benefits will flow to the Group and the assets
has cost or value that can be measured reliably. These assets are regularly evaluated for any
impairment in value. Current and noncurrent classification is determed based on the determined
usage/realization of the asset to which it is intended for (e.g., inventory, investment property, property
plant and equipment).

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Value-added Tax (VAT)


Revenues, expenses, and assets are recognized net of the amount of VAT, if applicable. When VAT
from sales of goods and/or services (output VAT) exceeds VAT passed on from purchases of goods
or services (input VAT), the excess is recognized as payable in the consolidated statement of financial
position. When VAT passed on from purchases of goods or services (input VAT) exceeds VAT from
sales of goods and/or services (output VAT), the excess is recognized as an asset in the consolidated
statement of financial position to the extent of the recoverable amount.

The net amount of VAT recoverable from, or payable to, the taxation authority within 12 months
from end of reporting period is presented as current; otherwise the amount is presented as noncurrent.

Creditable withholding taxes


Creditable withholding taxes are the taxes withheld by the withholding agents from payments to the
sellers which are creditable against the future income tax payable.

Investments in Associates and Joint Ventures


An associate is an entity in which the Group has significant influence and which is neither a
subsidiary nor a joint venture. Significant influence is the power to participate in the financial and
operating policy decisions of the investee, but is not control or joint control over those policies.

Joint venture is a type of joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities
require unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to those
necessary to determine control over subsidiaries. The Group’s investments in associates and joint
ventures are accounted for using the equity method.

Under the equity method, the investments in associate or joint venture is initially recognized at cost.
The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net
assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or
joint venture is included in the carrying amount of the investment and is neither amortized and is not
tested for impairment individually.

The consolidated statement of income reflects the Group’s share of the results of operations of the
associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s
OCI. In addition, when there has been a change recognized directly in the equity of the associate or
joint venture, the Group recognizes its share of any changes, when applicable, in the consolidated
statement of changes in equity. Unrealized gains and losses resulting from transactions between the
Group and the associate or joint venture are eliminated to the extent of the interest in the associate or
joint venture.

The aggregate of the Group’s share of profit or loss of an associate and joint venture is shown on the
face of the consolidated statement of income outside operating profit and represents profit or loss
after tax and noncontrolling-interests in the subsidiaries of the associate or joint venture. If the
Group’s share of losses of an associate or a joint venture equals or exceeds its interest in the associate
or joint venture, the Group discontinues recognizing its share to the extent of the interest in associate
or joint venture.

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The financial statements of the associate or joint venture are prepared for the same reporting period as
the Group. When necessary, adjustments are made to bring the accounting policies in line with those
of the Group.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group
measures and recognizes any retained investment at its fair value. Any difference between the
carrying amount of the associate or joint venture upon loss of significant influence or joint control
and the fair value of the retained investment and proceeds from disposal is recognized in consolidated
statement of income.

Investment Properties
Investment properties comprise completed property and property under construction or
redevelopment that are held to earn rentals or capital appreciation or both and that are not occupied by
the Group.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties, except land, are stated at cost less accumulated depreciation and
amortization and any impairment in value. Land is stated at cost less any impairment in value.

The carrying amount includes the cost of replacing part of an existing investment property at the time
that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing
of an investment property.

Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. The difference between the net disposal proceeds and the carrying amount of the
asset is recognized in the consolidated statement of income in the period of derecognition.

Depreciation and amortization of investment properties are computed using the straight-line method
over the estimated useful lives (EUL) of assets of 12 to 25 years.

The assets’ residual value, useful life, and depreciation and amortization method are reviewed
periodically to ensure that the period and method of depreciation and amortizations are consistent
with the expected pattern of economic benefits from items of investment property.

A transfer is made to investment property when there is a change in use, evidenced by ending of
owner-occupation, commencement of an operating lease to another party or ending of construction or
development. A transfer is made from investment property when and only when there is a change in
use, evidenced by commencement of owner-occupation or commencement of development with a
view to sale. A transfer between investment property, owner-occupied property and inventory does
not change the carrying amount of the property transferred nor does it change the cost of that property
for measurement or disclosure purposes.

Exploration and Evaluation Asset and Mining Properties


Exploration and evaluation activity involves the search for mineral resources, the determination of
technical feasibility and the assessment of commercial viability of an identified resource.

Exploration and evaluation activity includes:

· Researching and analyzing historical exploration data


· Gathering exploration data through geophysical studies
· Exploratory drilling and sampling

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· Determining and examining the volume and grade of the resource


· Surveying transportation and infrastructure requirements
· Conducting market and finance studies

License costs paid in connection with a right to explore in an existing exploration area are capitalized
and amortized over the term of the permit. Once the legal right to explore has been acquired,
exploration and evaluation expenditure is charged to consolidated statement of income as incurred,
unless the Group’s management concludes that a future economic benefit is more likely than not to be
realized. These costs include materials and fuel used, surveying costs, drilling costs and payments
made to contractors.

In evaluating whether the expenditures meet the criteria to be capitalized, several different sources of
information are used. The information that is used to determine the probability of future benefits
depends on the extent of exploration and evaluation that has been performed.

Expenditure is transferred from ‘Exploration and evaluation asset’ to ‘Mining properties’ which is a
subcategory of ‘Property, plant and equipment’ once the work completed to date supports the future
development of the property and such development receives appropriate approvals. After transfer of
the exploration and evaluation asset, all subsequent expenditure on the construction, installation or
completion of infrastructure facilities is capitalized in ‘Mining properties and equipment’.
Development expenditure is net of proceeds from the sale of ore extracted during the development
phase.

Stripping Costs
As part of its mining operations, the Group incurs stripping (waste removal) costs both during the
development phase and production phase of its operations. Stripping costs incurred in the
development phase of a mine, before the production phase commences (development stripping), are
capitalized as part of the cost of mining properties and subsequently amortized over its useful life
using units-of-production method. The capitalization of development stripping costs ceases when the
mine/component is commissioned and ready for use as intended by management.

After the commencement of production further development of the mine may require a phase of
unusually high stripping that is similar in nature to development phase stripping. The costs of such
stripping are accounted for in the same way as development stripping (as discussed above).

Stripping costs incurred during the production phase are generally considered to create two benefits,
being either the production of inventory or improved access to the coal body to be mined in the
future. Where the benefits are realized in the form of inventory produced in the period, the
production stripping costs are accounted for as part of the cost of producing those inventories.

Where the benefits are realized in the form of improved access to ore to be mined in the future, the
costs are recognized as a noncurrent asset, referred to as a stripping activity asset, if the following
criteria are met:

· Future economic benefits (being improved access to the coal body) are probable;
· The component of the coal body for which access will be improved can be reasonably
identified; and,
· The costs associated with the improved access can be reliably measured.

If all of the criteria are not met, the production stripping costs are charged to the consolidated
statement of income as operating costs as they are incurred.

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In identifying components of the body, the Group works closely with the mining operations
department for each mining operation to analyze each of the mine plans. Generally, a component will
be a subset of the total body, and a mine may have several components. The mine plans, and
therefore the identification of components, can vary between mines for a number of reasons. These
include, but are not limited to: the type of commodity, the geological characteristics of the ore/coal
body, the geographical location, and/or financial considerations.

The stripping activity asset is initially measured at cost, which is the accumulation of costs directly
incurred to perform the stripping activity that improves access to the identified component of ore/coal
body, plus an allocation of directly attributable overhead costs. If incidental operations are occurring
at the same time as the production stripping activity, but are not necessary for the production
stripping activity to continue as planned, these costs are not included in the cost of the stripping
activity asset. If the costs of the inventory produced and the stripping activity asset are not separately
identifiable, a relevant production measure is used to allocate the production stripping costs between
the inventory produced and the stripping activity asset. This production measure is calculated for the
identified component of the ore/coal body and is used as a benchmark to identify the extent to which
the additional activity of creating a future benefit has taken place.

The stripping activity asset is accounted for as an addition to, or an enhancement of, an existing asset,
being the mine asset, and is included as part of ’Mining properties and equipment’ under ‘Property,
plant and equipment’ in the consolidated statement of financial position. This forms part of the total
investment in the relevant cash generating unit (CGU), which is reviewed for impairment if events or
changes of circumstances indicate that the carrying value may not be recoverable.

The stripping activity asset is subsequently depreciated using the units-of-production method over the
life of the identified component of the coal body that became more accessible as a result of the
stripping activity. Economically recoverable reserves, which comprise proven and probable reserves,
are used to determine the expected useful life of the identified component of the ore/coal body. The
stripping activity asset is then carried at cost less depreciation and any impairment losses.

Property, Plant and Equipment


Property, plant and equipment, except land, are stated at cost less accumulated depreciation, depletion
and amortization, and any impairment in value. Land is stated at cost, less any impairment in value.

The initial cost of property, plant and equipment comprises its purchase price, including import
duties, taxes and any directly attributable costs of bringing the asset to its working condition and
location for its intended use. Costs also include decommissioning and site rehabilitation costs.
Expenditures incurred after the property, plant and equipment have been put into operation, such as
repairs and maintenance and overhaul costs, are normally charged to operations in the period in which
the costs are incurred.

In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in
the future economic benefits expected to be obtained from the use of an item of property, plant and
equipment beyond its originally assessed standard of performance, the expenditures are capitalized as
additional cost of property, plant and equipment.

Construction-in-progress included in property, plant and equipment is stated at cost. This includes
the cost of the construction of property, plant and equipment and other direct costs. Construction-in-
progress is not depreciated until such time that the relevant assets are completed and put into
operational use.

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Depreciation, depletion and amortization of assets commences once the assets are put into operational
use.

Depreciation, depletion and amortization of property, plant and equipment are calculated on a
straight-line basis over the following EUL of the respective assets or the remaining contract period,
whichever is shorter:

Years
Land improvements 5-17
Power plant, buildings and building improvements 5-25
Coal mining properties and equipment 2-13
Nickel mining properties and equipment 2-5
Construction equipment, machinery and tools 5-10
Office furniture, fixtures and equipment 3-5
Transportation equipment 4-5
Leasehold improvements 5-7

The EUL and depreciation, depletion and amortization methods are reviewed periodically to ensure
that the period and methods of depreciation, depletion and amortization are consistent with the
expected pattern of economic benefits from items of property, plant and equipment.

An item of property, plant and equipment is derecognized upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the item) is included in the consolidated statement of income in the year the item
is derecognized.

Coal and nickel mining properties are amortized using the units-of-production method. Coal and
nickel mining properties consists of mine development costs, capitalized cost of mine rehabilitation
and decommissioning (refer to accounting policy on “Provision for mine rehabilitation and
decommissioning”), stripping costs (refer to accounting policy on “Stripping Costs”) and mining
rights. Mine development costs consist of capitalized costs previously carried under “Exploration and
Evaluation Asset”, which were transferred to property, plant and equipment upon start of commercial
operations. Mining rights are expenditures for the acquisition of property rights that are capitalized.

The net carrying amount of mining properties is depleted using unit-of-production method based on
the estimated economically, legal and environmental saleable reserves of the mine concerned which is
based on the current market prices, and are written-off if the property is abandoned.

Mineable Ore Reserves


Mineable ore reserves are estimates of the amount of coal and nickel that can be economically and
legally extracted from the Group’s mining properties. The Group estimates its mineable ore reserves
based on information compiled by appropriately qualified persons relating to the geological data on
the size, depth and shape of the coal body, and require complex geological judgments to interpret the
data. The estimation of recoverable reserves is based upon factors such as estimates of foreign
exchange rates, commodity prices, future capital requirements, and production costs along with
geological assumptions and judgments made in estimating the size and grade of the mineable ore
body. Changes in the reserve or resource estimates may impact the amortization of mine properties
included as part of ‘Mining properties and equipment’ under ‘Property, plant and equipment’.

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Intangible Assets
Intangible assets and software costs acquired separately are capitalized at cost and are shown as part
of the “Other noncurrent assets” account in the consolidated statement of financial position.
Following initial recognition, intangible assets are measured at cost less accumulated amortization
and provisions for impairment losses, if any. The useful lives of intangible assets with finite life are
assessed at the individual asset level. Intangible assets with finite life are amortized over their EUL.
The periods and method of amortization for intangible assets with finite useful lives are reviewed
annually or earlier where an indicator of impairment exists.

Costs incurred to acquire and bring the computer software (not an integral part of its related
hardware) to its intended use are capitalized as part of intangible assets. These costs are amortized
over their EUL ranging from three (3) to five (5) years. Costs directly associated with the
development of identifiable computer software that generate expected future benefits to the Group are
recognized as intangible assets. All other costs of developing and maintaining computer software
programs are recognized as expense when incurred.

Gains or losses arising from the derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
consolidated statement of income when the asset is derecognized.

Research and Development Costs


Research costs are expensed as incurred. Development expenditures on an individual project are
recognized as an intangible asset when the Group can demonstrate:

· The technical feasibility of completing the intangible asset so that the asset will be available for
use or sale
· Its intention to complete and its ability to use or sell the asset
· How the asset will generate future economic benefits
· The availability of resources to complete the asset
· The ability to measure reliably the expenditure during development
· The ability to use the intangible asset generated

Following initial recognition of the development expenditure as an asset, the asset is carried at cost
less any accumulated amortization and accumulated impairment losses. Amortization of the asset
begins when development is complete and the asset is available for use. It is amortized over the
period of expected future benefit. Amortization is recorded as part of cost of sales in the consolidated
statement of income. During the period of development, the asset is tested for impairment annually.

Impairment of Nonfinancial Assets


This accounting policy applies primarily to the Group’s property, plant and equipment, investment
properties, investments in associates and joint ventures, right-of-use assets and intangible assets.

Property, Plant and Equipment, Investment Properties, Right-of-Use Assets and Intangible Assets
The Group assesses at each reporting date whether there is an indication that these assets may be
impaired. If any such indication exists, or when an annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the
higher of an asset’s or cash generating unit’s fair value less cost to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that largely
independent of those from other assets or group of assets. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their

*SGVFSM000224*
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present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.

A previously recognized impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognized. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, depletion and amortization, had no impairment loss been recognized for the asset in
prior years. Such reversal is recognized in the consolidated statement of income unless the asset is
carried at revalued amount, in which case the reversal is treated as a revaluation increase.

Exploration and evaluation assets


Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest
that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.
Under PFRS 6 one or more of the following facts and circumstances could indicate that an
impairment test is required. The list is not intended to be exhaustive: (a) the period for which the
entity has the right to explore in the specific area has expired during the period or will expire in the
near future, and is not expected to be renewed; (b) substantive expenditure on further exploration for
and evaluation of mineral resources in the specific area is neither budgeted nor planned;
(c) exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and the entity has decided to
discontinue such activities in the specific area; and (d) sufficient data exist to indicate that, although a
development in the specific area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful development or by sale.

Investments in associates and joint ventures


For investments in associates and joint ventures, after application of the equity method, the Group
determines whether it is necessary to recognize any additional impairment loss with respect to the
Group’s net investment in the investee companies. The Group determines at each reporting date
whether there is any objective evidence that the investment in associates or jointly controlled entities
is impaired. If this is the case, the Group calculates the amount of impairment as being the difference
between the carrying value and the recoverable amount of the investee company and recognizes the
difference in the consolidated statement of income.

Liabilities for Purchased Land


Liabilities for purchased of land represents unpaid portion of the acquisition costs of raw land for
future development, including other costs and expenses incurred to effect the transfer of title of the
property. Noncurrent portion of the carrying amount is discounted using the applicable interest rate
for similar type of liabilities at the inception of the transactions.

Equity
Capital Stock
Capital stock consists of common and preferred shares which are measured at par value for all shares
issued. When the Group issues more than one class of stock, a separate account is maintained for
each class of stock and the number of shares issued.

When the shares are sold at a premium, the difference between the proceeds and the par value is
credited to ‘Additional paid-in capital’ account. When shares are issued for a consideration other
than cash, the proceeds are measured by the fair value of the consideration received. Direct cost
incurred related to the equity issuance, such as underwriting, accounting and legal fees, printing costs
and taxes are charged to ‘Additional paid-in capital’ account.

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Treasury Shares
Treasury shares pertains to own equity instruments which are reacquired and are carried at cost and
are deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue
or cancellation of the Parent Company’s own equity instruments. When the shares are retired, the
capital stock account is reduced by its par value and excess of cost over par value upon retirement is
debited to additional paid-in capital to the extent of the specific or average additional paid in capital
when the shares were issued and to retained earnings for the remaining balance.

Retained Earnings
Retained earnings represent accumulated earnings of the Group, and any other adjustments to it as
required by other standards, less dividends declared. The individual accumulated earnings of the
subsidiaries are available for dividend declaration when these are declared as dividends by the
subsidiaries as approved by their respective BOD.

Dividends on common shares are deducted from retained earnings when declared and approved by
the BOD or shareholders of the Parent Company. Dividends payable are recorded as liability until
paid. Dividends for the year that are declared and approved after the reporting date, if any, are dealt
with as an event after the reporting date and disclosed accordingly.

Business Combinations and Goodwill


Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value and
the amount of any NCI in the acquiree. For each business combination, the acquirer measures the
NCI in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net
assets. Acquisition costs incurred are charged to expense and included in operating expenses in the
consolidated statement of income.

When the Group acquires a business, it assesses the financial assets and financial liabilities assumed
for appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through consolidated statement of income. Any contingent consideration to be transferred by the
acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value
of the contingent consideration, which is deemed to be an asset or liability, will be recognized in
accordance with PFRS 9 either in consolidated statement of income or as a change to OCI. If the
contingent consideration is not within the scope of PFRS 9, it is measured in accordance with the
appropriate PFRS. Contingent consideration that is classified as equity is not measured and
subsequent settlement is accounted for within equity.

Goodwill is initially measured at costs being the excess of the aggregate of the consideration
transferred and the amount recognized for noncontrolling-interests and any previous interest held over
the net identifiable assets acquired and liabilities assumed. If the consideration is lower than the fair
value of the net assets of the subsidiary acquired, the difference is recognized in consolidated
statement of income.

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After initial recognition, goodwill is measured at costs less any accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit
from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to
those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of
in this circumstance is measured based on the relative values of the operation disposed of and the
portion of the cash-generating unit retained.

If the initial accounting for a business combination can be determined only provisionally by the end
of the period in which the combination is effected because either the fair values to be assigned to the
acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of the combination can be
determined only provisionally, the acquirer shall account for the combination using those provisional
values. The acquirer shall recognize any adjustments to those provisional values as a result of
completing the initial accounting within 12 months of the acquisition date as follows: (i) the carrying
amount of the identifiable asset, liability or contingent liability that is recognized or adjusted as a
result of completing the initial accounting shall be calculated as if its fair value at the acquisition date
had been recognized from that date; (ii) goodwill or any gain recognized shall be adjusted by an
amount equal to the adjustment to the fair value at the acquisition date of the identifiable asset,
liability or contingent liability being recognized or adjusted; and (iii) comparative information
presented for the periods before the initial accounting for the combination is complete shall be
presented as if the initial accounting has been completed from the acquisition date.

Revenue and Cost recognition (Effective January 1, 2018)


Revenue from contract with customers
The Group is primarily engaged in general construction, coal and nickel mining, power generation,
real estate development, water concession and manufacturing. Revenue from contracts with
customers is recognized when control of the goods or services are transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services. The Group has concluded that it is acting as principal in all of its significant
revenue arrangements since it is the primary obligor in these revenue arrangements. The following
specific recognition criteria must also be met before revenue is recognized:

Revenue recognized at a point in time


· Coal Mining
Revenue is recognized when control passes to the customer, which occurs at a point in time when
the coal is physically transferred onto a vessel or other delivery mechanism. The revenue is
measured at the amount to which the Group expects to be entitled, being the price expected to be
received upon final billing, and a corresponding trade receivable is recognized.

Revenue from local and export coal sales are denominated in Philippine Peso and US Dollar
(US$), respectively.

Cost of coal includes directly related production costs such as materials and supplies, fuel and
lubricants, labor costs including outside services, depreciation and amortization, cost of
decommissioning and site rehabilitation, and other related production overhead. These costs are
recognized when incurred.

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· Nickel Mining
Revenue is recognized when control passes to the customer, which occurs at a point in time when
the beneficiated nickel ore/nickeliferous laterite ore is physically transferred onto a vessel or onto
the buyer’s vessel.

Cost of nickel includes cost of outside services, production overhead, personnel cost and
depreciation, amortization and depletion that are directly attributable in bringing the inventory to
its saleable condition. These are recognized in the period when the goods are delivered.

· Sales and services


Revenue from room use, food and beverage sales and other services are recognized when the
related sales and services are rendered.

· Merchandise Sales
Revenue from merchandise sales is recognized upon delivery of the goods to and acceptance by
the buyer and when the control is passed on to the buyers.

Revenue recognized over time using output method

· Real Estate Sales


The Group derives its real estate revenue from sale of lots, house and lot and condominium units.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period - percentage of completion or (POC) since based on the terms
and conditions of its contract with the buyers, the Group’s performance does not create an asset
with an alternative use and the Group has an enforceable right to payment for performance
completed to date.

In measuring the progress of its performance obligation over time, the Group uses output method.
The Group recognizes revenue on the basis of direct measurements of the value to customers of
the goods or services transferred to date, relative to the remaining goods or services promised
under the contract. Progress is measured using survey of performance completed to date. This is
based on the monthly project accomplishment report prepared by the third party engineer as
approved by the construction manager which integrates the surveys of performance to date of the
construction activities for both sub-contracted and those that are fulfilled by the developer itself.

Any excess of progress of work over the right to an amount of consideration that is unconditional,
recognized as installment contract receivables, under trade receivables, is included in the “contract
asset” account in the asset section of the consolidated statement of financial position.

Any excess of collections over the total of recognized installment contract receivables is included
in the “Contract liabilities” account in the liabilities section of the consolidated statement of
financial position.

The Group recognizes costs relating to satisfied performance obligations as these are incurred
taking into consideration the contract fulfillment assets such as land and connection fees. These
include costs of land, land development costs, building costs, professional fees, depreciation,
permits and licenses and capitalized borrowing costs. These costs are allocated to the saleable
area, with the portion allocable to the sold area being recognized as costs of sales while the portion
allocable to the unsold area being recognized as part of real estate inventories.

In addition, the Group recognizes as an asset these costs that give rise to resources that will be
used in satisfying performance obligations in the future and that are expected to be recovered.

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· Electricity Sales
Revenue from sale of electricity is derived from its primary function of providing and selling
electricity to customers of the generated and purchased electricity. The Group recognizes revenue
from contract energy sales over time, using output method measured principally on actual energy
delivered each month.

Revenue from spot electricity sales is derived from the sale to the spot market of excess generated
electricity over the contracted energy using price determined by the spot market, also known as
Wholesale Electricity Spot Market (WESM), the market where electricity is traded, as mandated
by Republic Act (RA) No. 9136 of the Department of Energy (DOE). Revenue is recognized over
time using output method measured principally on actual excess generation delivered to the grid
and sold to WESM.

Under PFRS 15, the Group has concluded that revenue should be recognized over time since the
customer simultaneously receives and consumes the benefits as the seller supplies power. In this
case, any fixed capacity payments for the entire contract period is determined at contract inception
and is recognized over time. The Group has concluded that revenue should be recognized over
time and will continue to recognize revenue based on amounts billed.

Cost of electricity sales includes costs directly related to the production and sale of electricity such
as cost of coal, coal handling expenses, bunker, lube, diesel, depreciation and other related
production overhead costs. Cost of electricity sales are recognized at the time the related coal,
bunker, lube and diesel inventories are consumed for the production of electricity. Cost of
electricity sales also includes electricity purchased from the spot market and the related market
fees. It is recognized as cost when the Group receives the electricity and simultaneously sells to its
customers.

Revenue recognized over time using input method


· Construction Contracts
Revenue from construction contracts are recognized over time (POC) using the input method.
Input method recognizes revenue on the basis of the entity’s efforts or inputs to the satisfaction of
a performance obligation. Progress is measured based on actual resources consumed such as
materials, labor hours expended and actual overhead incurred relative to the total expected inputs
to the satisfaction of that performance obligation, or the total estimated costs of the project. The
Group uses the cost accumulated by the accounting department to determine the actual resources
used. Input method exclude the effects of any inputs that do not depict the entity’s performance
in transferring control of goods or services to the customer.

Contract costs include all direct materials and labor costs and those indirect costs related to
contract performance. Expected losses on onerous contracts are recognized immediately when it
is probable that the total unavoidable contract costs will exceed total contract revenue. The
amount of such loss is determined irrespective of whether or not work has commenced on the
contract; the stage of completion of contract activity; or the amount of profits expected to arise on
other contracts, which are not treated as a single construction contract. Changes in contract
performance, contract conditions and estimated profitability, including those arising from
contract penalty provisions and final contract settlements that may result in revisions to estimated
costs and gross margins are recognized in the year in which the changes are determined. Profit
incentives are recognized as revenue when their realization is reasonably assured.

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts”, which is
presented under “Contract assets”, represents total costs incurred and estimated earnings
recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated

*SGVFSM000224*
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earnings on uncompleted contracts”, which is presented under “Contract liabilities”, represents


billings in excess of total costs incurred and estimated earnings recognized. Contract retention
receivables are presented as part of “Trade receivables” under the “Receivables” account in the
consolidated statement of financial position.

Contract Balances

Receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e.,
only the passage of time is required before payment of the consideration is due).

Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the
customer. If the Group performs by transferring goods or services to a customer before the customer
pays consideration or before payment is due, a contract asset is recognized for the earned
consideration that is conditional.

For the Group’s real estate segment, contract assets are initially recognized for revenue earned from
development of real estate projects as receipt of consideration is conditional on successful completion
of development. Upon completion of development and acceptance by the customer, the amounts
recognized as contract assets are reclassified to receivables. It is recognized as “contract asset”
account in the consolidated statement of financial position.

For the Group’s construction segment, contract asset arises from the total contract costs incurred and
estimated earnings recognized in excess of amounts billed.

A receivable (e.g., ICR, receivable from construction constracts), represent the Group’s right to an
amount of consideration that is unconditional (i.e., only the passage of time is required before
payment of consideration is due).

Costs to obtain contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if the Group
expects to recover them. The Group’s commission payments to brokers and marketing agents on the
sale of pre-completed real estate units are deferred when recovery is reasonably expected and are
charged to expense in the period in which the related revenue is recognized as earned. Commission
expense is included in the “Cost of Sales and Services - Real estate sales” account in the consolidated
statement of income. Capitalized cost to obtain a contract is included in ‘Other current and
noncurrent assets’ account in the consolidated statement of financial position.

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognized as revenue when the Group performs under the contract.

For the Group’s real estate segment, contract liability arises when the payment is made or the
payment is due (whichever is earlier) from customers before the Group transfers goods or services to
the customer. Contract liabilities are recognized as revenue when the Group performs
(generally measured through POC) under the contract. The contract liabilities also include payments
received by the Group from the customers for which revenue recognition has not yet commenced.

*SGVFSM000224*
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For the Group’s construction segment, contract liability arises from billings in excess of total costs
incurred and estimated earnings recognized.

Contract fulfillment assets


Contract fulfillment costs are divided into: (i) costs that give rise to an asset; and (ii) costs that are
expensed as incurred. When determining the appropriate accounting treatment for such costs, the
Group firstly considers any other applicable standards. If those standards preclude capitalization of a
particular cost, then an asset is not recognized under PFRS 15.

If other standards are not applicable to contract fulfillment costs, the Group applies the following
criteria which, if met, result in capitalization: (i) the costs directly relate to a contract or to a
specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity
that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
(iii) the costs are expected to be recovered. The assessment of these criteria requires the application
of judgement, in particular when considering if costs generate or enhance resources to be used to
satisfy future performance obligations and whether costs are expected to be recoverable.

The Group’s contract fulfillment assets pertain to connection fees and land acquisition costs as
included in the ‘Inventory’ account in the consolidated statement of financial position.

Amortization, derecognition and impairment of contract fulfillment assets and capitalized costs to
obtain a contract
The Group amortizes contract fulfillment assets and capitalized costs to obtain a contract to cost of
sales over the expected construction period using percentage of completion following the pattern of
real estate revenue recognition. The amortization is included within cost of sales.

A contract fulfillment asset or capitalized costs to obtain a contract is derecognized either when it is
disposed of or when no further economic benefits are expected to flow from its use or disposal.

At each reporting date, the Group determines whether there is an indication that contract fulfillment
asset or capitalized cost to obtain a contract may be impaired. If such indication exists, the Group
makes an estimate by comparing the carrying amount of the assets to the remaining amount of
consideration that the Group expects to receive, less the costs that relate to providing services under
the relevant contract. In determining the estimated amount of consideration, the Group uses the same
principles as it does to determine the contract transaction price, except that any constraints used to
reduce the transaction price will be removed for the impairment test.

Where the relevant costs or specific performance obligations are demonstrating marginal profitability
or other indicators of impairment, judgement is required in ascertaining whether or not the future
economic benefits from these contracts are sufficient to recover these assets. In performing this
impairment assessment, management is required to make an assessment of the costs to complete the
contract. The ability to accurately forecast such costs involves estimates around cost savings to be
achieved over time, anticipated profitability of the contract, as well as future performance against any
contract-specific performance indicators that could trigger variable consideration, or service credits.

Where a contract is anticipated to make a loss, there judgements are also relevant in determining
whether or not an onerous contract provision is required and how this is to be measured.

*SGVFSM000224*
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Revenue and Cost Recognition Prior to January 1, 2018


Revenue and cost recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received or receivable, taking into account contractually defined terms of payment and
excluding taxes or duty. The Group assesses its revenue arrangements against specific criteria in
order to determine if it is acting as principal or agent. The Group has concluded that it is acting as
principal in all of its significant revenue arrangements since it is the primary obligor in these revenue
arrangements. The following specific recognition criteria must also be met before revenue is
recognized:

Coal Mining
Revenue from coal mining is recognized upon acceptance of the goods delivered upon which the
significant risks and rewards of ownership of the goods have passed to the buyer and the amount of
revenue can be measured reliably.

Cost of coal includes directly related production costs such as materials and supplies, fuel and
lubricants, labor costs including outside services, depreciation and amortization, cost of
decommissioning and site rehabilitation, and other related production overhead. These costs are
recognized when incurred.

Nickel Mining
Revenue from sale of beneficiated nickel ore/nickeliferous laterite ore is recognized when the
significant risks and rewards of ownership of the goods have passed to the buyer, which coincides
with the loading of the ores onto the buyer vessel.

Cost of nickel includes cost of outside services, production overhead, personnel cost and depreciation,
amortization and depletion that are directly attributable in bringing the inventory to its saleable
condition. These are recognized in the period when the goods are delivered.

Construction Contracts
Revenue from construction contracts is recognized using the POC method of accounting and is
measured principally on the basis of the estimated proportion of costs incurred to date over the total
budget for the construction (Cost-to-cost method). Contracts to manage, supervise, or coordinate the
construction activity of others and those contracts wherein the materials and services are supplied by
contract owners are recognized only to the extent of the contracted fee revenue using POC. Revenue
from cost plus contracts is recognized by reference to the recoverable costs incurred during the period
plus the fee earned, measured by the proportion that costs incurred to date bear to the estimated total
costs of the contract. Contract revenue is comprised of amount of revenue agreed in the contract and
variations in contract work, claims and incentive payments.

Contract costs include all direct materials and labor costs and those indirect costs related to contract
performance. Expected losses on contracts are recognized immediately when it is probable that the
total contract costs will exceed total contract revenue. The amount of such loss is determined
irrespective of whether or not work has commenced on the contract; the stage of completion of
contract activity; or the amount of profits expected to arise on other contracts, which are not treated as
a single construction contract. Changes in contract performance, contract conditions and estimated
profitability, including those arising from contract penalty provisions and final contract settlements
that may result in revisions to estimated costs and gross margins are recognized in the year in which
the changes are determined. Profit incentives are recognized as revenue when their realization is
reasonably assured.

*SGVFSM000224*
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The asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents
total costs incurred and estimated earnings recognized in excess of amounts billed. The liability
“Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in
excess of total costs incurred and estimated earnings recognized. Contract retentions are presented as
part of “Trade receivables” under the “Receivables” account in the consolidated statement of financial
position.

Electricity Sales
Revenue from sale of electricity is derived from its primary function of providing and selling
electricity to customers of the generated and purchased electricity. Revenue derived from the
generation and/or supply of electricity is recognized based on the actual electricity nominated or
received by the customer, net of adjustments, as agreed upon between parties.

Revenue from spot electricity sales is derived from the sale to the spot market of excess generated
electricity over the contracted energy using price determined by the spot market, also known as
WESM, the market where electricity is traded, as mandated by Republic Act (RA) No. 9136 of DOE.
Revenue is recognized based on the actual excess generation delivered to the WESM.

Cost of electricity sales includes costs directly related to the production and sale of electricity such as
cost of coal, coal handling expenses, bunker, lube, diesel, depreciation and other related production
overhead costs. Cost of electricity sales are recognized at the time the related coal, bunker, lube and
diesel inventories are consumed for the production of electricity. Cost of electricity sales also
includes electricity purchased from the spot market and the related market fees. It is recognized as
expense when the Group receives the electricity and simultaneously sells to its customers.

Real Estate Sales


For real estate sales, the Group assesses whether it is probable that the economic benefits will flow to
the Group when the sales prices are collectible. Collectability of the sales price is demonstrated by
the buyer’s commitment to pay, which in turn is supported by substantial initial payment (buyer’s
equity) and continuing investments that give the buyer a stake in the property sufficient that the risk
of loss through default motivates the buyer to honor its obligation to the seller. Collectability is also
assessed by considering factors such as the credit standing of the buyer, age and location of the
property.

Any excess of collections over the recognized receivables are included in the “Customers’ advances
and deposits” account in the liabilities section of the consolidated statement of financial position.

When a sale of real estate does not meet the requirements for revenue recognition, the sale is
accounted for under the deposit method. Under this method, revenue is not recognized, and the
receivable from the buyer is not recorded. The real estate inventories continue to be reported on the
consolidated statement of financial position as “Real estate held for sale and development” under
“Inventories” account and the related liability as deposits under “Customers’ advances and deposits”.

Cost of real estate sales is recognized consistent with the revenue recognition method applied. Cost
of subdivision land and condominium units sold before the completion of the development is
determined on the basis of the acquisition cost of the land plus its full development costs, which
include estimated costs for future development works, as determined by the Group’s in-house
technical engineers.

*SGVFSM000224*
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Other Revenue and Income Recognition


Forfeitures and cancellation of real estate contracts
Income from forfeited reservation and collections is recognized when the deposits from potential
buyers are deemed nonrefundable due to prescription of the period for entering into a contracted sale.
Such income is also recognized, subject to the provisions of Republic Act 6552, Realty Installment
Buyer Act, upon prescription of the period for the payment of required amortizations from defaulting
buyers.

Income from commissioning


Income from commissioning pertains to the excess of proceeds from the sale of electricity produced
during the testing and commissioning of the power plant over the actual cost incurred to perform the
testing and commissioning.

Dividend Income
Dividend income is recognized when the Group’s right to receive payment is established, which is
generally when shareholders approve the dividend.

Rental Income
Rental income arising from operating leases on investment properties and construction equipment is
accounted for on a straight-line basis over the lease terms.

Interest Income
Interest income is recognized as interest accrues using the effective interest method.

Operating Expenses
Operating expenses are expenses that arise in the course of the ordinary operations of the Group.
These usually take the form of an outflow or depletion of assets such as cash and cash equivalents,
supplies, investment properties and property, plant and equipment. Expenses are recognized in the
consolidated statement of income when incurred.

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective assets. All other borrowing costs are expensed in the period they
occur. Borrowing costs consist of interest that an entity incurs in connection with the borrowing of
funds.

The interest capitalized is calculated using the Group’s weighted average cost of borrowings after
adjusting for borrowings associated with specific developments. Where borrowings are associated
with specific developments, the amounts capitalized is the gross interest incurred on those borrowings
less any investment income arising on their temporary investment. Interest is capitalized from the
commencement of the development work until the date of practical completion. The capitalization of
borrowing costs is suspended if there are prolonged periods when development activity is interrupted.
Borrowing costs are also capitalized on the purchased cost of a site property acquired specially for
development but only where activities necessary to prepare the asset for development are in progress.

Foreign Currency Translations and Transactions


The consolidated financial statements are presented in Philippine Peso. Each entity in the Group
determines its own functional currency and items included in the consolidated financial statements of
each entity are measured using that functional currency.

*SGVFSM000224*
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Transactions in foreign currencies are initially recorded in the functional currency rate at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at
the functional currency closing rate at the reporting date. All differences are taken to consolidated
statement of income. Non-monetary items that are measured in terms of historical cost in foreign
currency are translated using the exchange rates as at the dates of initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined.

Pension Cost
The Group has a noncontributory defined benefit multi-employer retirement plan.

The net defined benefit liability or asset is the aggregate of the present value of the defined benefit
obligation at the end of the reporting period reduced by the fair value of plan assets (if any), adjusted
for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the
present value of any economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.

The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.

Defined benefit costs comprise the following:


· Service cost
· Net interest on the net defined benefit liability or asset
· Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on
non-routine settlements are recognized as expense in profit or loss. Past service costs are recognized
when plan amendment or curtailment occurs. These amounts are calculated periodically by
independent qualified actuaries.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by applying
the discount rate based on government bonds to the net defined benefit liability or asset. Net interest
on the net defined benefit liability or asset is recognized as expense or income in profit or loss.

Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in other comprehensive income in the period in which they arise. Remeasurements are
not reclassified to profit or loss in subsequent periods.

Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance
policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to
the Group. Fair value of plan assets is based on market price information. When no market price is
available, the fair value of plan assets is estimated by discounting expected future cash flows using a
discount rate that reflects both the risk associated with the plan assets and the maturity or expected
disposal date of those assets (or, if they have no maturity, the expected period until the settlement of
the related obligations). If the fair value of the plan assets is higher than the present value of the
defined benefit obligation, the measurement of the resulting defined benefit asset is limited to the
present value of economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.

*SGVFSM000224*
- 38 -

The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is
virtually certain.

Termination Benefit
Termination benefits are employee benefits provided in exchange for the termination of an
employee’s employment as a result of either an entity’s decision to terminate an employee’s
employment before the normal retirement date or an employee’s decision to accept an offer of
benefits in exchange for the termination of employment.

A liability and expense for a termination benefit is recognized at the earlier of when the entity can no
longer withdraw the offer of those benefits and when the entity recognizes related restructuring costs.
Initial recognition and subsequent changes to termination benefits are measured in accordance with
the nature of the employee benefit, as either post-employment benefits, short-term employee benefits,
or other long-term employee benefits.

Employee Leave Entitlement


Employee entitlements to annual leave are recognized as a liability when they are accrued to the
employees. The undiscounted liability for leave expected to be settled wholly before twelve months
after the end of the annual reporting period is recognized for services rendered by employees up to the
end of the reporting period.

Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset.

A reassessment is made after inception of the lease only if one of the following applies:
(a) There is a change in contractual terms, other than a renewal or extension of the arrangement;
(b) A renewal option is exercised or extension granted, unless the term of the renewal or extension
was initially included in the lease term;
(c) There is a change in the determination of whether fulfillment is dependent on a specified asset; or
(d) There is substantial change to the asset.

Where a reassessment is made, lease accounting shall commence or cease from the date when the
change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the date of
renewal or extension period for scenario (b).

The Group as a lessor


Leases where the Group retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognized over the lease term on the same bases as rental
income. Contingent rents are recognized as revenue in the period in which they are earned.

Effective January 1, 2019 (Upon Adoption of PFRS 16)

The Group as a lessee


The Group applies a single recognition and measurement approach for all leases, except for short-term
leases. The Group recognizes lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.

*SGVFSM000224*
- 39 -

Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date. Right-of-use assets are depreciated on
a straight-line basis over the shorter of the lease term and the estimated useful lives of the underlying
assets.

“Right-of-use assets” are presented under noncurrent assets in the consolidated statement of financial
position and are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects
the Group exercising the option to terminate. Variable lease payments that do not depend on an index
or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in
which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases
The Group applies the short-term lease recognition exemption to its leases of office spaces, storage and
warehouse spaces that have lease term of 12 months or less from the commencement date and do not
contain a purchase option. Lease payments on these short-term leases are recognized as expense on a
straight-line basis over the lease term.

Effective before January 1, 2019 (Prior to Adoption of PFRS 16)

The Group as a lessee


Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating lease. Operating lease payments are recognized as an expense in the
consolidated statement of income on a straight-line basis over the lease term.

Income Taxes
Current Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively enacted at the reporting date.

*SGVFSM000224*
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Deferred Tax
Deferred tax is provided, using the liability method, on all temporary differences, with certain
exceptions, at the reporting date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences with certain exception.
Deferred tax assets are recognized for all deductible temporary differences, carryforward benefit of
unused tax credits from excess minimum corporate income tax (MCIT) over the regular corporate
income tax (RCIT) and net operating loss carryover (NOLCO), to the extent that it is probable that
taxable income will be available against which the deductible temporary differences and carryforward
benefits of unused tax credits from MCIT and NOLCO can be utilized.

Deferred tax liabilities are not provided on nontaxable temporary differences associated with
investments in domestic associates and investments in joint ventures.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable income
will allow all or part of the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rate that is expected to apply to the period
when the asset is realized or the liability is settled, based on tax rate and tax laws that have been
enacted or substantially enacted at the financial reporting date. Movements in the deferred income
tax assets and liabilities arising from changes in tax rates are charged against or credited to income for
the period.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets relate to the same taxable
entity and the same taxation authority.

For periods where the income tax holiday (ITH) is in effect, no deferred taxes are recognized in the
consolidated financial statements as the ITH status of the subsidiary neither results in a deductible
temporary difference or temporary taxable difference. However, for temporary differences that are
expected to reverse beyond the ITH, deferred taxes are recognized.

Earnings Per Share (EPS)


Basic EPS is computed by dividing the consolidated net income for the year attributable to equity
holders of the Parent Company (net income for the period less dividends on convertible redeemable
preferred shares) by the weighted average number of common shares issued and outstanding during
the year and adjusted to give retroactive effect to any stock dividends declared during the period.

Diluted EPS is computed by dividing the net income for the year attributable to equity holders of the
Parent Company by the weighted average number of common shares outstanding during the year
adjusted for the effects of dilutive convertible redeemable preferred shares. Diluted EPS assumes the
conversion of the outstanding preferred shares. When the effect of the conversion of such preferred
shares is anti-dilutive, no diluted EPS is presented.

Operating Segment
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and serves different markets. The Group generally accounts for
intersegment revenues and expenses at agreed transfer prices. Income and expenses from

*SGVFSM000224*
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discontinued operations are reported separate from normal income and expenses down to the level of
income after taxes. Financial information on operating segments is presented in Note 35 to the
consolidated financial statements.

Provisions
Provisions are recognized only when the Group has: (a) a present obligation (legal or constructive) as
a result of a past event; (b) it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the
obligation. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and, where appropriate, the risks specific to the liability. Where discounting
is used, the increase in the provision due to the passage of time is recognized as an interest expense.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

Provision for Decommissioning and Site Rehabilitation Costs


The Group records the present value of estimated costs of legal and constructive obligations required
to restore operating locations in the period in which the obligation is incurred. The nature of these
restoration activities includes closure of plants, dismantling and removing of structures, backfilling,
reforestation, rehabilitation activities on marine and rainwater conservation and maintenance of
rehabilitated area.

The obligation generally arises when the asset is installed or the ground environment is disturbed at
the production location. When the liability is initially recognized, the present value of the estimated
cost is capitalized by increasing the carrying amount of the related mining assets. Over time, the
discounted liability is increased for the change in present value based on the discount rates that reflect
current market assessments and the risks specific to the liability. The periodic unwinding of the
discount is recognized in the consolidated statement of income as a finance cost. Additional
disturbances or changes in rehabilitation costs will be recognized as additions or charges to the
corresponding assets and rehabilitation liability when they occur. For closed sites, changes to
estimated costs are recognized immediately in the consolidated statement of income.

Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are disclosed
unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent
assets are not recognized but are disclosed in the consolidated financial statements when an inflow of
economic benefits is probable.

Events After the Reporting Period


Post year-end events up to the date of the auditor’s report that provide additional information about
the Group’s position at reporting date (adjusting events) are reflected in the consolidated financial
statements. Any post year-end events that are not adjusting events are disclosed in the consolidated
financial statements when material.

3. Significant Accounting Judgments and Estimates

The preparation of the accompanying consolidated financial statements in conformity with PFRS
requires management to make judgments, estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. The judgments, estimates and assumptions used
in the accompanying consolidated financial statements are based upon management’s evaluation of
relevant facts and circumstances as of the date of the consolidated financial statements. Actual results
could differ from such estimates.

*SGVFSM000224*
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Judgments and estimates are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances. Actual results could differ for such estimates.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations which have the most significant effect on the
amounts recognized in the consolidated financial statements:

Determining the Lease Term of Contracts with Renewal and Termination options - Group as lessee
(Upon Adoption of PFRS 16)
The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise
the option to renew or terminate the lease. That is, it considers all relevant factors that create an
economic incentive for it to exercise either the renewal or termination. After the commencement
date, the Group reassesses the lease term if there is a significant event or change in circumstances that
is within its control and affects its ability to exercise or not to exercise the option to renew or to
terminate (e.g., construction of significant leasehold improvements or significant customisation to the
leased asset).

The Group did not include the renewal and termination period of several lease contracts since the
renewal and termination options is based on mutual agreement, thus not enforceable (see Note 34).

Property Lease Classification - Group as lessor


The Group has entered into commercial property leases on its investment property portfolio. The
Group has determined, based on an evaluation of the terms and conditions of the arrangements, such
as the lease term not constituting a major part of the economic life of the commercial property and the
present value of the minimum lease payments not amounting to substantially all of the fair value of
the commercial property,that it retains substantially all the risks and rewards incidental to ownership
of these properties and accounts for the contracts as operating leases.

Revenue Recognition (Effective January 1, 2018)


Revenue Recognition Method and Measure of Progress
The Group concluded that revenue for real estate sales is to be recognized over time because (a) the
Group’s performance does not create an asset with an alternative use and; (b) the Group has an
enforceable right to payment for performance completed to date. The promised property is
specifically identified in the contract and the contractual restriction on the Group’s ability to direct
the promised property for another use is substantive. This is because the property promised to the
customer is not interchangeable with other properties without breaching the contract and without
incurring significant costs that otherwise would not have been incurred in relation to that contract. In
addition, under the current legal framework, the customer is contractually obliged to make payments
to the developer up to the performance completed to date. The Group also considers the buyer’s
commitment to continue the sale which may be ascertained through the significance of the buyer’s
initial payments and the stage of completion of the project. In determining whether the sales prices
are collectible, the Group considers that initial and continuing investments of the buyer reaching a
certain level of payment which would demonstrate the buyer’s commitment to pay. Collectability is
also assessed by considering factors such as history with the buyer, age and pricing of the property.
Management regularly evaluates the historical cancellations and back-outs if it would still support its
current threshold of buyers’ equity before allowing revenue recognition.

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In measuring the progress of its performance obligation over time, the Group uses the output method.
This method measures progress based on physical proportion of work done on the real estate project
which requires technical determination by the Group’s specialists (project engineers).

Construction Revenue Recognition


Existence of a contract
The Group assessed that various documents or arrangements (whether separately or collectively) will
create a contract in accordance with PFRS 15. The Group considered relevant facts and
circumstances including customary business practices and assessed that the enforceability of its
documents or arrangements depends on the nature and requirements stated in the terms of those
documents or arrangements. Certain documents that indicate enforceability of contract include
Letter/ Notice of Award, Letter of Intent, Notice to Proceed and Purchase Order.

Revenue Recognition Method and Measure of Progress


The Group concluded that revenue for construction services is to be recognized over time because
(a) the customer controls assets as it is created or enhanced; (b) the Group’s performance does not
create an asset with an alternative use and; (c) the Group has an enforceable right for performance
completed to date. The Group assessed that the first criterion is consistent with the rationale for
percentage of completion revenue recognition approach for construction contract. Moreover, the
customer can also specify the design of the asset being constructed and the construction entity builds
the asset on the customer’s land and the customer can generally control any work in progress arising
from the entity’s performance. The last criterion is evident in the actual provisions of the contract.
As the Group cannot direct the asset to another customer, it satisfies the criteria of no alternative use.

Identifying Performance Obligation


Construction projects of the Group usually includes individually distinct goods and services. These
goods and services are distinct as the customers can benefit from the service on its own and are
separately identifiable. However, the Group assessed that goods and services are not separately
identifiable from other promises in the contract. The Group provides significant service of
integrating the various goods and services (inputs) into a single output for which the customer has
contracted. Consequently, the Group accounts for all of the goods and services in the contract as a
single performance obligation.

Consideration of Significant Financing Component in a Contract


The Group usually imposed to its customers a percentage of contract price as an advance payment of
the total contract price as mobilization fees. The Group concluded that there is no significant
financing component for those contracts where the customer pays in advance, considering: (a) the
advance payments have historically been recouped within 12 months from the reporting date; and,
(b) the billings are normally based on the progress of work (POC). The lag time between
performance of construction service which is measured through POC and actual billing and billing to
collection is substantially within 12 months.

Mining and electrical sales - Revenue Recognition


The Group applied the following judgements that affect the determination of the amount and timing
of revenue from contracts with customers:

Revenue Recognition Method and Measure of Progress


The Group concluded that revenue from coal and nickel ore sales is to be recognized at a point in
time as the control transfers to customers at the date of shipment.

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On the other hand, the Group’s revenue from power sales is to be recognized over time because the
customer simultaneously receives and consumes the benefits provided by the Group. The fact that
another entity would not need to re-perform the delivery of power that the Group has provided to date
demonstrates that the customer simultaneously receives and consumes the benefits of the Group’s
performance obligation

The Group has determined that output method used in measuring the progress of the performance
obligation faithfully depicts the Group’s performance of its obligation to its customers, since the
customer obtains the benefit from the Group’s performance based on actual energy delivered each
month.

Revenue Recognition (Prior to January 1, 2018)


Real Estate Revenue Recognition
Selecting an appropriate revenue recognition method for a real estate sale transaction requires certain
judgments about the buyer’s commitment to continue the sale which may be ascertained through the
significance of the buyer’s initial payments and the stage of completion of the project. The buyers’
commitment is evaluated based on collections, credit standing and historical collection from buyers.

In determining whether the sales prices are collectible, the Group considers that initial and continuing
investments by the buyer reaching a level of collection would demonstrate the buyer’s commitment to
pay. Management regularly evaluates the historical cancellations and back-outs if it would still
support its current threshold of buyers’ equity before allowing revenue recognition.

Exploration and Evaluation Expenditure


The application of the Group’s accounting policy for exploration and evaluation asset requires
judgment to determine whether future economic benefits are likely, from either future exploitation or
sale, or whether activities have not reached a stage that permits a reasonable assessment of the
existence of reserves. The criteria used to assess the start date of a mine are determined based on the
unique nature of each mine development project. The Group considers various relevant criteria to
assess when the mine is substantially complete, ready for its intended use and moves into the
production phase.

Some of the criteria include, but are not limited to the following:
· the level of capital expenditure compared to construction cost estimates;
· completion of a reasonable period of testing of the property and equipment;
· ability to produce ore in saleable form; and,
· ability to sustain ongoing production of ore.

When a mine development project moves into the production stage, the capitalization of certain mine
construction costs ceases and costs are either regarded as inventory or expensed, except for
capitalizable costs related to mining asset additions or improvements, mine development or mineable
reserve development. It is also at this point that depreciation or depletion commences.

Determination of Components of Ore Bodies and Allocation of Measures for Stripping Cost
Allocation
The Group has identified that each of its two active mine pits, Narra and Molave, is a whole separate
ore component and cannot be further subdivided into smaller components due to the nature of the coal
seam orientation and mine plan.

Judgment is also required to identify a suitable production measure to be used to allocate production
stripping costs between inventory and any stripping activity asset(s) for each component. The Group
considers that the ratio of the expected volume of waste to be stripped for an expected volume of ore

*SGVFSM000224*
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to be mined for a specific component of the coal body (i.e., stripping ratio) is the most suitable
production measure. The Group recognizes stripping activity asset by comparing the actual stripping
ratio during the year for each component and the component’s mine life stripping ratio.

Evaluation and Reassessment of Control


The Group refers to the guidance in PFRS 10, Consolidated Financial Statements, when determining
whether the Group controls an investee. Particularly, the Group controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. The Group considers the purpose and design
of the investee, its relevant activities and how decisions about those activities are made and whether
the rights give it the current ability to direct the relevant activities.

The Group controls an investee if and only if it has all the following:
a. power over the investee;
b. exposure, or rights, to variable returns from its involvement with the investee; and
c. the ability to use its power over the investee to affect the amount of the investor’s returns.

Ownership interests in URHI and TMM represent 30% and 40%, respectively. The stockholders of
these entities signed the Memorandum of Understanding (MOU) that gives the Group the ability to
direct the relevant activities and power to affect its returns considering that critical decision making
position in running the operations are occupied by the representatives of the Group.

DPDI ownership interest of 4.62% in Celebrity Sports Plaza, Inc. (CSPI) is accounted for as an
investment in associate. DPDI exercises significant influence in CSPI as its key management
personnels are members of the BOD and participates in the policy-making processes of CSPI.

DPDI entered into a joint venture agreement with Robinsons Land Corporation (RLC) in which RLC
DMCI Property Ventures, Inc. (RDPVI) was incorporated and each party held 50% ownership
interest in the RDPVI. The investment was accounted as joint venture using equity method of
accounting as the contractual arrangement between the parties establishes joint control.

Management’s Use of Estimates


The key assumptions concerning the future and other sources of estimation uncertainty at the
reporting date that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below:

a. Mining
Revenue Recognition
The Group’s revenue recognition policies require management to make use of estimates and
assumptions that may affect the reported amounts of the revenues and receivables. The Group’s
sales arrangement with its customers includes reductions of invoice price to take into
consideration charges for penalties and upward adjustments due to quality of ore. These price
adjustments may arise from the actual quantity and quality of delivered ore.

There is no assurance that the use of estimates may not result in material adjustments in future
periods. Revenue from coal mining amounted to = P29,085.43 million, =P23,185.66 million and
=23,489.59 million in 2019, 2018 and 2017, respectively. Revenue from nickel mining amounted
P
to =
P1,610.30 million, =
P1,211.75 million and = P759.27 million in 2019, 2018 and 2017,
respectively (see Note 35).

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Estimating Mineable Ore Reserves


The Group uses the estimated minable ore reserve in the determination of the amount of
amortization of mining properties using units-of-production method. The Group estimates its
mineable ore reserves by using estimates provided by third party, and professionally qualified
mining engineers and geologist (specialists). These estimates on the mineable ore reserves are
determined based on the information obtained from activities such as drilling, core logging or
geophysical logging, coal sampling, sample database encoding, coal seam correlation and
geological modelling.

The carrying values of mining properties and mining rights, included in property, plant and
equipment as presented in the consolidated statement of financial position amounted to
=9,029.43 million and =
P P9,359.08 million in 2019 and 2018, respectively (see Note 13).

Estimating Coal Stock Pile Inventory Quantities


The Group estimates the stock pile inventory of clean and unwashed coal by conducting a
topographic survey which is performed by in-house and third party surveyors. The survey is
conducted by in-house surveyors on a monthly basis with a confirmatory survey by third party
surveyors at year end. The process of estimation involves a predefined formula which considers
an acceptable margin of error of plus or minus 5%. Thus, an increase or decrease in the estimation
threshold for any period would differ if the Group utilized different estimates and this would
either increase or decrease the profit for the year. The coal inventory as of December 31, 2019
and 2018 amounted to = P2,245.13 million and = P3,334.52 million, respectively (see Note 9).

Estimating Provision for Decommissioning and Mine Site Rehabilitation Costs


The Group is legally required to fulfill certain obligations under its DENR issued Environmental
Compliance Certificate when its activities have ended in the depleted mine pits. In addition, the
Group assesses its mine rehabilitation provision annually. Significant estimates and assumptions
are made in determining the provision for decommissioning and mine site rehabilitation costs as
there are numerous factors that will affect the ultimate liability. These factors include estimates
of the extent and costs of rehabilitation activities given the approved decommissioning and mine
site rehabilitation plan, (e.g., cost of backfilling, reforestation, rehabilitation activities on marine
and rainwater conservation and maintenance of the rehabilitated area), technological changes,
regulatory changes, cost increases, and changes in inflation rates and discount rates. Those
uncertainties may result in future actual expenditure differing from the amounts currently
provided. An increase in decommissioning and site rehabilitation costs would increase the
carrying amount of the related assets and increase noncurrent liabilities. The provision at
reporting date represents management’s best estimate of the present value of the future
rehabilitation costs required. Assumptions used to compute the decommissioning and site
rehabilitation costs are reviewed and updated annually.

As of December 31, 2019 and 2018, the provision for decommissioning and mine site
rehabilitation for coal mining activities amounted to =P500.09 million and P
=402.48 million,
respectively. As at December 31, 2019 and 2018, provision for decommissioning and mine site
rehabilitation costs for the nickel mining activities amounted to =
P30.35 million and
=43.14 million, respectively (see Note 20).
P

b. Construction
Revenue Recognition - Construction Contracts
The Group’s construction revenue is based on the POC method measured principally on the basis
of total actual cost incurred to date over the estimated total cost of the project. Actual cost
incurred to date includes labor, materials and overhead which are billed and unbilled by
contractors. The Group also updates the estimated total cost of the project based on latest

*SGVFSM000224*
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discussions with customers to include any revisions to the job order sheets and the cost variance
analysis against the supporting details. The POC method is applied to the contract price after
considering approved change orders.

When it is probable that total contract costs will exceed total contract revenue, the expected loss
shall be recognized as an expense immediately. The amount of such a loss is determined
irrespective of:

(a) whether work has commenced on the contract;


(b) the stage of completion of contract activity; or
(c) the amount of profits expected to arise on other contracts which are not treated as a single
construction contract.

The Group regularly reviews its construction projects and used the above guidance in determining
whether there are projects with contract cost exceeding contract revenues. Based on the best
estimate of the Group, adjustments were made in the books for those projects with expected
losses in 2019 and 2018. There is no assurance that the use of estimates may not result in
material adjustments in future periods. Revenue from construction contracts amounted to
=18,302.49 million, P
P =14,581.41 million and = P13,066.38 million in 2019, 2018 and 2017,
respectively (see Note 35).

Determining Method to Estimate Variable Consideration for Variation Orders


It is common for the Group to receive numerous variation orders from the customers during the
period of construction. These variation orders could arise due to changes in the design of the
asset being constructed and in the type of materials to be used for construction.

The Group estimates the transaction price for the variation orders based on a probability-weighted
average approach (expected value method) based on historical experience.

c. Real estate
Revenue Recognition – Real Estate Sales
The assessment process for the percentage-of completion and the estimated project development
costs requires technical determination by management’s specialists (project engineers) and
involves significant management judgment. The Group applies POC method in determining real
estate revenue. The POC is measured principally on the basis of the estimated completion of a
physical proportion of the contract work based on the inputs of the internal project engineers.

Revenue from real estate sales amounted to =


P18,519.74 million, =
P20,572.25 million and
=19,903.98 million in 2019, 2018 and 2017, respectively (see Note 35).
P

d. Power
Estimating Provision for Decommissioning and Site Rehabilitation Costs
The Group is contractually required to fulfill certain obligations under Section 8 of the Land
Lease Agreement (LLA) upon its termination or cancellation. Significant estimates and
assumptions are made in determining the provision for site rehabilitation as there are numerous
factors that will affect the ultimate liability. These factors include estimates of the extent and
costs of rehabilitation activities, technological changes, regulatory changes, cost increases, and
changes in discount rates. Those uncertainties may result in future actual expenditure differing
from the amounts currently provided. An increase in decommissioning and site rehabilitation
costs would increase the property, plant and equipment and increase noncurrent liabilities.

*SGVFSM000224*
- 48 -

The provision at the reporting date represents management’s best estimate of the present value of
the future rehabilitation costs required. Assumptions used to compute the provision for
decommissioning and site rehabilitation costs are reviewed and updated annually.

As of December 31, 2019 and 2018, the estimated provision for decommissioning and site
rehabilitation costs amounted to =
P22.72 million and =
P20.92 million, respectively (see Note 20).

Allowance for expected credit losses

Installment Contract Receivables and Contract Assets


The Group uses the vintage analysis in calculating the ECLs for real estate ICR. Vintage analysis is a
method of evaluating the credit quality of a loan portfolio by analyzing defaults in a homogenous loan
pool where the loans share the same origination period. It accounts for expected losses by allowing
an entity to calculate the cumulative loss rates of a given loan pool and in so doing, to determine that
loan pool’s lifetime expected loss experience.

Vintage Analysis calculates the vintage default rate of each period through a ratio of default
occurrences of each given point in time in that year to the total number of receivable issuances or
occurrences during that period or year. The rates are also determined based on the default
occurrences of customer segments that have similar loss patterns (i.e., by payment scheme).

The vintage analysis is initially based on the Group’s historical observed default rates. The Group
will adjust the historical credit loss experience with forward-looking information. For instance,
if forecast economic conditions (i.e., bank lending rates and interest rates) are expected to deteriorate
over the next year which can lead to an increased number of defaults, the historical default rates are
adjusted. At every reporting date, the historical observed default rates are updated and changes in the
forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Group’s historical credit loss experience and
forecast of economic conditions may also not be representative of customer’s actual default in the
future.

Trade Receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are
based on days past due for groupings of various customer segments that have similar loss patterns
(i.e., by customer type).

The provision matrix is initially based on the Group’s historical observed default rates. The Group
calibrates the matrix to adjust the historical credit loss experience with forward-looking information
such as inflation and foreign exchange rates. At every reporting date, the historical observed default
rates are updated and changes in the forward-looking estimates are analyzed. The above assessment
resulted to an additional allowance of P =12.22 million and P =30.83 million in 2019 and 2018,
respectively (see Notes 7 and 25).

Receivables of the Group that were impaired and fully provided with allowance amounted to
=1,697.30 million and =
P P1,687.40 million as of December 31, 2019 and 2018, respectively
(see Note 7).

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Evaluation of Net Realizable Value of Inventories


Inventories are valued at the lower of cost and NRV. This requires the Group to make an estimate of
the inventories’ selling price in the ordinary course of business, cost of completion and costs
necessary to make a sale to determine the NRV.

For real estate inventories, the Group adjusts the cost of its real estate inventories to net realizable
value based on its assessment of the recoverability of the real estate inventories. In determining the
recoverability of the inventories, management considers whether those inventories are damaged or if
their selling prices have declined.

For inventories such as equipment parts, materials in transit and supplies, the Group’s estimate of the
NRV of inventories is based on evidence available at the time the estimates are made of the amount
that these inventories are expected to be realized. These estimates consider the fluctuations of price
or cost directly relating to events occurring after the end of the reporting period to the extent that such
events confirm conditions existing at reporting date. The amount and timing of recorded expenses for
any period would differ if different judgments were made or different estimates were utilized.

Likewise, management also considers whether the estimated costs of completion or the estimated
costs to be incurred to make the sale have increased. In the event that NRV is lower than the cost, the
decline is recognized as an expense. The amount and timing of recorded expenses for any period
would differ if different judgments were made or different estimates were utilized.

Inventories carried at cost amounted to =


P41,442.68 million and P
=35,484.42 million as of
December 31, 2019 and 2018, respectively. Inventories carried at NRV amounted to
=8,223.78 million and =
P P9,207.10 million as of December 31, 2019 and 2018, respectively
(see Note 9).

Estimating Useful Lives of Property, Plant and Equipment (see ‘Estimation of Minable Ore
Reserves” for the Discussion of Amortization of Coal Mining Properties)
The Group estimated the useful lives of its property, plant and equipment based on the period over
which the assets are expected to be available for use. The estimated useful lives of property, plant
and equipment are reviewed at least annually and are updated if expectations differ from previous
estimates due to physical wear and tear and technical or commercial obsolescence on the use of these
assets.

It is possible that future results of operations could be materially affected by changes in these
estimates brought about by changes in factors mentioned above. A reduction in the estimated useful
lives of property, plant and equipment would increase depreciation expense and decrease noncurrent
assets.

The Group incurred a loss from property, plant and equipment write-down due to the replacement of
generation units and retirement of mining equipment amounting to =
P83.54 million in 2019
(nil in 2018; see Notes 13 and 25).

In 2017, the BOD approved the rehabilitation of SCPC’s Units 1 and 2 coal-fired thermal power
plant. The rehabilitation of Units 1 and 2 coal fired power plant resulted to the recording of
accelerated depreciation amounting to =P549.95 million and P =1,210.10 million in 2019 and 2018,
respectively. The Group did not expect any salvage values for the parts to be replaced.
The carrying value of property, plant and equipment of the Group amounted to = P63,216.45 million
and P
=57,086.94 million as of December 31, 2019 and 2018, respectively (see Note 13).

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Impairment Testing of Goodwill


The Group reviews the carrying values of goodwill for impairment if events or changes in
circumstances indicate that the carrying value may be impaired. The Group performed its annual
impairment test of goodwill as of December 31, 2019. The goodwill of P =1,637.43 million is
attributable to the acquisition of ZDMC and ZCMC. Impairment is determined for goodwill by
assessing the recoverable amount of the CGU or group of CGUs to which the goodwill relates.
Assessments require the use of estimates, judgements and assumptions on certain events and
circumstances such as the estimated timing of resumption of operations, mine production, nickel
prices, price inflation and discount rate. If the recoverable amount of the unit exceeds the carrying
amount of the CGU, the CGU and the goodwill allocated to that CGU shall be regarded as not
impaired. Where the recoverable amount of the CGU or group of CGUs is less than the carrying
amount of the CGU or group of CGUs to which goodwill has been allocated, an impairment loss is
recognized.

In 2019, the Group wroteoff goodwill amounting to P =1.64 billion as prevalent market conditions and
regulatory restrictions no longer support its previous assessment and valuation (see Note 33).

Impairment Assessment of Nonfinancial Assets


The Group assesses impairment of nonfinancial assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The factors that the Group
considers important and which could trigger an impairment review include the following:
· significant underperformance relative to projected future operating results;
· significant changes in the manner of use of the acquired assets or the strategy for overall
business; and,
· significant negative industry or economic trends or change in technology.

When indicators exist, an impairment loss is recognized whenever the carrying amount of an asset
exceeds its recoverable amount. Assets that are subject to impairment testing when impairment
indicators are present are as follows:

2019 2018
Investments in associates and joint ventures
(Note 11) P
=15,214,358 =14,230,651
P
Property, plant and equipment (Note 13) 63,216,452 57,086,944
Other current assets (Note 10) 6,627,445 9,592,504
Other noncurrent assets (Note 14) 5,853,254 3,833,723

In 2019, the Group assessed that an indicator of impairment exists for the ancillary gas turbine plant
of SLPGC due to its withdrawal on ancillary contract with NGCP (see Note 37). However, no
impairment was recognized by the Group since management estimated that the recoverable amount
exceeds the carrying value of ancillary gas turbine plant as of December 31, 2019. The recoverable
amount was computed using discounted cash flows approach and considered certain assumptions,
such as future electricity demand, electricity prices, diesel costs, inflation rate and discount rate. As
of December 31, 2019, the carrying value of ancillary gas turbine recorded as part of property, plant
and equipment amounted to P =1.29 billion and =
P1.20 billion, respectively (see Note 13).

In December 2019, Maynilad Water Services, Inc. (MWSI), a subsidiary of Maynilad Water Holdings
Company, Inc. (MWHCI), has agreed to and started discussions with the Metropolitan Waterworks
and Sewerage System on the provisions of the Concession Agreement identified for renegotiation and
amendment. This event was considered an impairment indicator which requires the assessment of the
recoverability of the Group’s investment in MWHCI. The determination of the recoverable amount

*SGVFSM000224*
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of the investment in MWHCI was determined using assumptions such as future tariff rates, revenue
growth, billed water volume, and discount rate. No impairment loss was recognized as a result of the
test. As of December 31, 2019 and 2018, the carrying value of the investment in MWHCI amounted
to =
P14.28 billion and =
P13.83 billion, respectively (see Note 11).

In addition, management also recognized provision for impairment loss on other current assets
amounting to P =123.53 million in 2019, since management assessed that the carrying amount of these
assets are not recoverable (nil in 2018 and 2017, see Note 25). Allowance for impairment losses as of
December 31, 2019 and 2018 amounted to P =142.68 million and P
=19.15 million, respectively.

Management believes that no impairment indicator exists for the Group’s other nonfinancial assets.

Estimating the incremental borrowing rate


The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its IBR to
measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow
over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use assets in a similar economic environment. The IBR therefore reflects what
the Group ‘would have to pay’, which requires estimation when no observable rates are available
(such as for subsidiaries that do not enter into financing transactions) or when they need to be
adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the
subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as
market interest rates) when available and is required to make certain entity-specific estimates (such as
the subsidiary’s stand-alone credit rating).

The Group’s lease liabilities amounted to P


=218.22 million as of December 31, 2019 (see Notes 20
and 34).

Deferred Tax Assets


The Group reviews the carrying amounts of deferred taxes at each reporting date and reduces deferred
tax assets to the extent that it is no longer probable that sufficient taxable income will be available to
allow all or part of the deferred tax assets to be utilized. However, there is no assurance that the
Group will generate sufficient taxable income to allow all or part of deferred tax assets to be utilized.

The deferred tax assets recognized amounted to =


P1,248.87 million and P
=946.16 million as of
December 31, 2019 and 2018, respectively. The unrecognized deferred tax assets of the Group
amounted to =P162.20 million and =P740.17 million as of December 31, 2019 and 2018, respectively
(see Note 29).

Estimating Pension Obligation and Other Retirement Benefits


The cost of defined benefit pension plans and other employee benefits as well as the present value of
the pension obligation are determined using actuarial valuations. The actuarial valuation involves
making various assumptions. These include the determination of the discount rates, future salary
increases, mortality rates and future pension increases. Due to the complexity of the valuation, the
underlying assumptions and its long-term nature, defined benefit obligations are highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date. The net pension
liabilities as at December 31, 2019 and 2018 amounted to P =502.66 million and P
=268.05 million,
respectively (see Note 23). Net pension assets amounted to P =726.75 million and =P915.40 million as
of December 31, 2019 and 2018, respectively (see Note 23).

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In determining the appropriate discount rate, management considers the interest rates of government
bonds that are denominated in the currency in which the benefits will be paid, with extrapolated
maturities corresponding to the expected duration of the defined benefit liability. Future salary
increases are based on expected future inflation rates and other relevant factors.

The mortality rate is based on publicly available mortality tables for the specific country and is
modified accordingly with estimates of mortality improvements. Future salary increases and pension
increases are based on expected future inflation rates.

Contingencies
The Group is currently involved in various legal proceedings and taxation matters. The estimate of
the probable costs for the resolution of these claims has been developed in consultation with outside
counsel handling the defense in these matters and is based upon an analysis of potential results. The
Group currently does not believe these proceedings will have a material effect on the Group’s
financial position. It is possible, however, that future results of operations could be materially
affected by changes in the evaluation of the case, the estimates of potential claims or in the
effectiveness of the strategies relating to these proceedings (see Notes 28 and 37).

4. Cash and Cash Equivalents

This account consists of:

2019 2018
Cash on hand and in banks P
=6,917,426 =6,332,801
P
Cash equivalents 14,680,397 9,149,163
P
=21,597,823 =15,481,964
P

Cash in banks earn interest at the respective bank deposit rates. Cash equivalents are short-term
placements made for varying periods of up to three (3) months depending on the immediate cash
requirements of the Group, and earn annual interest ranging from 1.75% to 7.00% and 1.10% to
7.75% in 2019 and 2018, respectively.

Total finance income earned on cash in banks and cash equivalents amounted to =
P503.72 million,
P512.91 million and P
= =281.03 million in 2019, 2018 and 2017, respectively (see Note 26).

5. Financial Assets at FVPL

In February 2017, the Group entered into a five-year option agreement (until December 2021) with a
retail electricity supplier (RES) with respect to its exposure to the WESM which does not constitute
the supply of power by the Group to the RES. The option agreement stipulates the rights and
obligations of the Group which includes the right to receive a fixed ‘Exposure Guarantee Fee’ and the
obligation to pay a variable ‘Exposure Adjustment’, depending on the behavior of the electricity spot
price in the WESM against the agreed ‘Strike Price’, adjusted by the various indices and rates, as
determined on a monthly basis. This qualified as a derivative but was not designated as a hedging
instrument against the Group’s exposure in the WESM.

*SGVFSM000224*
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Significant inputs to the valuation are as follows:

2019 2018
WESM prices per kilowatt hour (kWh) P
=3.27 to P
=3.93 =2.63 to P
P =3.63
Philippine peso to US$ exchange rate P
=49.77 to P
=54.34 P=45.92 to P
=54.35
Consumer price index 67.77 101.81
Coal price index 121.10 119.60
Basis of risk free rate as of December 31* 3.74% 6.94%
*Based on Bloomberg Valuation Service (BVAL)

The fair value of the derivative was determined using the market data approach, Monte Carlo
simulation (MCS) valuation, which is categorized within Level 3 of the fair value hierarchy. Because
of the complexities in the option agreement such as the optionality of the payoff and variability of
strike price, the MCS methodology is deemed appropriate for the valuation. Management uses
published BVAL reference rates by the Bankers Association of the Philippines (BAP) in interpolation
of discount rate.

The Group is finalizing its discussion with the RES to pre-terminate the agreement. The pre-
termination will not constitute any default of either party and shall not give rise to any termination
fee.

Related balances as of and for the year ended December 31 are as follows:

2019 2018
Financial asset at FVPL (Notes 10 and 14) P
=− =245,444
P
Realized gain (loss) (Note 28) (398,032) 65,817
Unrealized gain (loss) (Note 28) (245,444) 25,775

6. Equity investments designated at FVOCI

This account consists of:

2019 2018
Quoted securities
Cost at beginning of year P
=50,747 =55,276
P
Disposal − (4,529)
Cost at end of year 50,747 50,747
Cumulative unrealized gains recognized in OCI 94,953 77,290
145,700 128,037
Unquoted securities
Balance at beginning of year P
=110,388 =112,085
P
Disposal − (1,697)
Balance at end of year 110,388 110,388
Less allowance for probable loss 108,211 108,211
2,177 2,177
P
=147,877 =130,214
P

*SGVFSM000224*
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Quoted securities
The quoted securities include investments in golf and yacht club shares. Movements in the unrealized
gains follow:

2019 2018
Balance at beginning of year P
=77,290 =36,301
P
Changes in fair values of equity investments
designated at FVOCI 17,663 40,989
Balance at end of year P
=94,953 =77,290
P

Unquoted securities
This account consists mainly of investments in various shares of stock in management services and
leisure and recreation entities.

The aggregate cost of investments amounting to =


P108.21 million were fully provided for with
allowance for impairment as management assessed that investments on these shares of stock are not
recoverable as of December 31, 2019 and 2018.

7. Receivables

This account consists of:

2019 2018
Trade:
General construction P
=6,499,785 =4,358,275
P
Electricity sales 4,646,055 7,277,715
Real estate 3,233,500 2,075,739
Coal mining 855,343 2,404,702
Nickel mining 116,907 154,233
Merchandising and others 105,437 72,117
15,457,027 16,342,781
Receivables from related parties (Note 21) 493,464 202,624
Other receivables 2,003,520 1,887,422
17,954,011 18,432,827
Less allowance for expected credit losses 1,694,488 1,687,401
P
=16,259,523 =16,745,426
P

Trade receivables
Real estate
Real estate receivables consist of accounts collectible in equal monthly principal installments with
various terms up to a maximum of 10 years. These are recognized at amortized cost using the EIR
method. The corresponding titles to the residential units sold under this arrangement are transferred
to the buyers only upon full payment of the contract price. Installment contracts receivable are
collateralized by the related property sold. In 2019 and 2018, annual interest rates on installment
contracts receivable range from 9.00% to 19.00%. Interest on installment contracts receivable
amounted to = P277.66 million, P=253.29 million and P=169.13 million in 2019, 2018 and 2017,
respectively (see Note 26).

*SGVFSM000224*
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The Group entered into various receivable purchase agreements with various local financial
institutions whereby the Group sold its installment contracts receivable on a “with recourse basis” in
the aggregate credit facility agreement totaling to P
=8,427.55 million.

The Group retains the assigned receivables in the “real estate receivables” account and records the
proceeds from these sales as long-term debt (see Note 19). The carrying value of installment
contracts receivable sold with recourse amounted to = P118.91 million and =
P372.44 million as of
December 31, 2019 and 2018, respectively. The installment contracts receivable on a with recourse
basis are used as collaterals for the bank loans obtained.

Electricity sales
Receivables from electricity sales are claims from power distribution utilities, spot market operator
and other customers for the sale of contracted energy and spot sales transactions. These are generally
on a 30-day credit term and are carried at original invoice amounts, less discounts and rebates.

In December 2018, the Group entered into a Receivable Purchase Agreement with a local bank for
the sale of receivables with a full recourse amounting to P
=1,272.23 million. Proceeds from the
financing amounted to P =1,268.03 million. Discount arising from this agreement was recognized as
‘Finance cost’ in the consolidated statement of income in 2018. As of December 31, 2018, the
carrying values of the assigned receivables and short-term loan amounted to =P1,272.23 million
(see Note 15). The Group has collected the assigned receivables and paid the short-term loan in
January 2019.

Construction contracts
Receivables from construction contracts principally consist of receivables arising from third-party
construction projects. These also include retention receivables on uncompleted contracts amounting
to =
P2,631 million and = P2,799 million as of December 31, 2019 and 2018, respectively. Retention
receivables pertain to the part of the contract which the contract owner retains as security and shall be
released after the period allotted as indicated in the contract for the discovery of defects and other
non-compliance from the specifications indicated.

Coal and nickel mining


Receivable from mining pertains to receivables from the sale of coal and nickel ore both to domestic
and international markets. These receivables are noninterest-bearing and generally have 30 to
45-day credit terms.

Merchandising and others


Receivables from merchandise sales and others arise from the sale of wires, services rendered and
others to various local companies. These receivables are noninterest-bearing and generally have a 30
to 60-day credit terms.

Other receivables
Other receivables include claims from Power Sector Assets and Liabilities Management (PSALM)
and National Power Corporation (NPC) for the recovery of amounts charged and withheld by
PSALM for spot purchases of the Group in connection with NPC’s over nomination of bilateral
contracted capacity to a distribution utility company for the period January to June 2010 (see
Note 37). The claim amounting to P =476.70 million was recognized by the Group as other income in
2017 after the Supreme Court has issued an Entry of Judgement in favor of the Group (see Note 28).
In 2019, the related interest income amounting to =P180.19 million was also granted to SCPC. The
total receivable was collected in full in 2019.

*SGVFSM000224*
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Other receivables also include the Group’s receivables from condominium corporations and sale of
undeveloped land. These receivables are noninterest-bearing and are generally collectible within one
(1) year from the reporting date.

Allowance for expected credit losses


Receivables amounting to =P1,697.30 million and P=1,687.40 million as of December 31, 2019 and
2018, respectively, were impaired and fully provided with allowance (see Note 37).

Movements in the allowance for expected credit losses are as follows:

2019
Trade Receivables
General Coal Nickel Electricity
Real Estate Construction Mining Mining Sales Total
At January 1 = 537
P = 36,092
P = 41,927
P = 67,010
P = 1,541,835
P = 1,687,401
P
Provision (Note 25) 9,979 − − 1,182 1,062 12,223
Reversal − (5,136) − − − (5,136)
At December 31 = 10,516
P = 30,956
P = 41,927
P = 68,192
P = 1,542,897
P = 1,694,488
P

2018
Trade Receivables
General Coal Nickel Electricity
Real Estate Construction Mining Mining Sales Total
At January 1 =537
P =30,673
P =41,927
P =66,935
P =1,516,504
P =1,656,576
P
Provision (Note 25) − 5,419 − 75 25,331 30,825
At December 31 =537
P =36,092
P =41,927
P =67,010
P =1,541,835
P =1,687,401
P

8. Contract assets

The accounts consist of:

2019 2018
Contract assets P
=16,245,524 =14,287,002
P
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,872,770 2,164,932
19,118,294 16,451,934
Less: Contract assets - noncurrent portion 5,104,621 7,583,336
Current portion P
=14,013,673 =8,868,598
P

Contract Assets
For real estate segment, contract assets are initially recognized for revenue earned from property
under development rendered but not yet to be billed to customers. Upon billing of invoice, the
amounts recognized as contract assets are reclassified as installment contracts receivable.

For construction segment, contract assets represent total costs incurred and estimated earnings
recognized in excess of amounts billed.

*SGVFSM000224*
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Costs and estimated earnings in excess of billings on uncompleted contracts are as follows:
2019 2018
Total costs incurred P
=39,586,922 =35,839,976
P
Add estimated earnings recognized 5,154,372 5,835,631
44,741,294 41,675,607
Less total billings (including unliquidated advances
from contract owners of = P5.51 billion in 2019
and P
=5.11 billion in 2018) 45,370,109 42,630,863
(P
=628,815) (P
=955,256)

The foregoing balances are reflected in the consolidated statement of financial position under the
following accounts:

2019 2018
Contract assets
Costs and estimated earnings in excess of
billings on uncompleted contracts P
=2,872,770 =2,164,932
P
Billings in excess of costs and estimated
earnings on uncompleted contracts
(Note 18) (3,501,585) (3,120,188)
(P
=628,815) (P
=955,256)

9. Inventories

This account consists of:

2019 2018
At Cost:
Real estate held for sale and development P
=37,598,020 =30,253,435
P
Coal inventory 2,245,131 3,334,518
Equipment parts, materials in transit
and supplies 1,274,102 1,606,254
Nickel ore 325,424 290,210
41,442,677 35,484,417
At NRV:
Equipment parts, materials in transit
and supplies (Notes 13 and 25) 8,223,776 9,207,103
P
=49,666,453 =44,691,520
P

Real estate inventories recognized as cost of sales amounted to = P12,116.53 million,


=13,405.86 million and =
P P12,117.87 million in 2019, 2018 and 2017, respectively (see Note 24).
Costs of real estate sales includes acquisition cost of land, amount paid to contractors, development
costs, capitalized borrowing costs, and other costs attributable to bringing the real estate inventories
to their intended condition. Borrowing costs capitalized in 2019, 2018 and 2017 amounted to
=1,186.17 million, =
P P1,023.27 million and =P1,082.95 million, respectively. The capitalization rates
used to determine the amount of borrowing costs eligible for capitalization in 2019, 2018 and 2017
are 5.59%, 5.76% and 5.87%, respectively.

*SGVFSM000224*
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There are no real estate held for sale and development used as collateral or pledged as security to
secure liabilities. Summary of the movement in real estate held for sale and development is set out
below:

2019 2018
Balance at beginning of year P
=30,253,435 =27,185,364
P
Construction/development cost incurred 11,625,296 13,347,020
Land acquired during the year 6,649,655 2,872,017
Borrowing costs capitalized 1,186,166 1,023,271
Cost of undeveloped land sold during the year
(Note 28) – (768,378)
Recognized as cost of sales (Note 24) (12,116,532) (13,405,859)
Balance at end of year P
=37,598,020 =30,253,435
P

The costs of equipment parts, materials in transit and supplies carried at NRV amounted to
=8,291.16 million and =
P P9,274.49 million as of December 31, 2019 and 2018, respectively.

10. Other Current Assets

This account consists of:


2019 2018
Advances to suppliers and contractors P
=3,121,807 =5,911,897
P
Input VAT 1,180,567 1,332,235
Creditable withholding taxes 841,232 1,086,470
Cost to obtain a contract - current portion (Note 14) 798,668 754,701
Refundable deposits (Notes 14 and 36) 356,828 240,118
Prepaid expenses 312,731 272,330
Deposit in escrow fund (Note 36) 181,178 48,043
Equity investments designated at FVOCI
(Notes 6 and 36) 147,877 130,214
Advances to officers and employees 25,307 72,824
Prepaid taxes 15,278 20,726
Financial asset at FVPL - current portion
(Notes 5 and 36) − 91,810
Others 331,855 141,321
P
=7,313,328 =10,102,689
P

Advances to suppliers and contractors


Advances to suppliers and contractors under current assets are recouped upon rendering of services or
delivery of asset within the Group’s normal operating cycle. The balance, net of the related
allowance, is recoverable in future periods.

Input VAT
Input VAT represents VAT imposed on the Group by its suppliers and contractors for the acquisition
of goods and services required under Philippine taxation laws and regulations. Input VAT is applied
against output VAT. The balance, net of the related allowance, is recoverable in future periods.

*SGVFSM000224*
- 59 -

Costs to obtain a contract


Costs to obtain a contract with a customer pertain to commissions paid to brokers and marketing
agents on the sale of pre-completed real estate units.

The balances below pertain to the costs to obtain contracts included in the other current and
noncurrent assets:

2019 2018
Balance at beginning of the year P
=3,204,465 P511,468
=
Effects of adoption of PFRS 15 as at January 1, 2018 − 1,948,806
Additions 969,049 1,753,836
Amortization (751,696) (1,009,645)
Balance at end of the year P
=3,421,818 =3,204,465
P

The amortization of capitalized commission and advance commissions which are expensed as
incurred totaling P
=833.41 million and P=1,119.93 million in 2019 and 2018, respectively, are presented
under ‘Cost of sales and services - real estate sales’ account in the consolidated statement of income
(see Note 24).

Refundable deposits
Refundable deposits pertain to bill deposits and guaranty deposits for utilities that will be recovered
within one (1) year.

Deposit in escrow fund


Deposit in escrow fund pertains to fund deposits for securing license to sell (LTS) of the Group’s real
estate projects.

Prepaid expenses
Prepaid expenses consist mainly of prepayments for insurance, maintenance costs and rent.

Advances to officers and employees


Advances to officers and employees pertain to salary and other loans granted to the Group’s
employees that are collectible through salary deduction. These are noninterest-bearing and are due
within one (1) year.

Prepaid taxes
Prepaid taxes represent prepayment for taxes as well as local business and real property taxes.

Others
Others include prepayments on real property taxes and other charges.

*SGVFSM000224*
- 60 -

11. Investments in Associates and Joint Ventures

The details of the Group’s investments in associates and joint ventures follow:

2019 2018
Acquisition cost
Balance at beginning of year P
=504,391 =504,391
P
Additional investments 500,000 −
Balance at end of year 1,004,391 504,391
Accumulated impairment loss (6,798) (6,798)
997,593 497,593
Accumulated equity in net earnings
Balance at beginning of year 13,774,449 13,020,452
Equity in net earnings 1,802,385 1,825,657
Dividends and others (1,296,778) (1,071,660)
Balance at end of year 14,280,056 13,774,449
Share in other comprehensive loss (63,291) (41,391)
P
=15,214,358 =14,230,651
P

The details of the Group’s equity in the net assets of its associates and joint ventures, which are all
incorporated in the Philippines, and the corresponding percentages of ownership follow:

Percentages of Ownership Equity in Net Assets


2019 2018 2019 2018
Associates:
Maynilad Water Holding Company, Inc. (MWHCI) 27.19 27.19 P
= 14,279,097 P
=13,826,646
Subic Water and Sewerage Company, Inc.
(Subic Water) 30.00 30.00 309,479 275,678
Bachy Soletanche Philippines Corporation (Bachy) 49.00 49.00 43,060 43,060
Celebrity Sports Plaza 4.62 4.62 17,563 17,563
14,649,199 14,162,947
Joint Ventures:
RLC DMCI Property Ventures, Inc. (RDPVI) 50.00 50.00 498,636 −
St. Raphael Power Generation Corporation (SRPGC) 50.00 50.00 51,203 52,384
DMCI-First Balfour Joint Venture (DMFB) 51.00 51.00 15,320 15,320
565,159 67,704
P
= 15,214,358 =14,230,651
P

There have been no outstanding capital commitments in 2019 and 2018.

*SGVFSM000224*
- 61 -

The following table summarizes the Group’s share in the significant financial information of the
associates and joint ventures that are material to the Group:

2019
MWHCI Subic Water
Statement of financial position
Current assets P16,174,661
= =363,799
P
Noncurrent assets 114,398,732 1,450,315
Current liabilities (20,671,700) (212,657)
Noncurrent liabilities (50,789,176) (173,311)
Noncontrolling-interests (3,472,690) −
Equity attributable to parent company 55,639,827 1,428,146
Proportion of the Group’s ownership 27.19% 30.00%
Equity in net assets of associates 15,128,469 428,444
Less unrealized gains (849,372) (118,965)
Carrying amount of the investment =14,279,097
P =309,479
P

Statement of income
Revenue and other income P24,450,977
= P784,978
=
Costs and expenses 17,543,814 587,309
Net income 6,907,163 197,669
Net income attributable to NCI 493,933 −
Net income attributable to parent company =6,413,230
P =197,669
P

2018
MWHCI Subic Water
Statement of financial position
Current assets P17,421,270
= =284,518
P
Noncurrent assets 101,750,871 1,522,079
Current liabilities (17,913,098) (197,410)
Noncurrent liabilities (43,948,568) (186,749)
Noncontrolling interests (3,332,599) −
Equity attributable to parent company 53,977,876 1,422,438
Proportion of the Group’s ownership 27.19% 30.00%
Equity in net assets of associates 14,676,584 426,731
Less unrealized gain (849,938) (151,053)
Carrying amount of the investment =13,826,646
P =275,678
P

Statement of income
Revenue and other income P22,384,210
= P707,405
=
Costs and expenses 15,385,579 509,856
Net income 6,998,631 197,549
Net income attributable to NCI 500,572 −
Net income attributable to parent company =6,498,059
P =197,549
P

The Group’s dividend income from MWHCI amounted to P =1,260.59 million and =
P758.47 million in
2019 and 2018, respectively, while dividend income from Subic Water amounted to =
P25.50 million
and P
=40.50 million in 2019 and 2018, respectively.

Equity in net earnings from MWHCI amounted to = P1,743.76 million, =


P1,766.82 million and
=1,647.82 million in 2019, 2018 and 2017, respectively, while equity in net earnings from Subic
P
Water amounted to P =59.30 million, =
P59.26 million and =
P46.23 million in 2019, 2018 and 2017,
respectively.

*SGVFSM000224*
- 62 -

The carrying amount of the investment in MWHCI is reduced by unrealized gains from transaction
with a subsidiary of the Parent Company, relating to engineering and construction projects which are
bidded out to various contractors and are awarded on an arms length basis. Equity in net earnings
from MWHCI are adjusted for the realization of these unrealized gains and losses.

The aggregate carrying amount of the Group’s individually immaterial investments in associates and
joint ventures in 2019 and 2018 amounted to P
=625.78 million and =
P128.33 million, respectively.

MWHCI
MWHCI is a company incorporated in the Philippines. The primary contribution in the consolidated
net income of MWHCI is its 92.85% owned subsidiary, MWSI. MWSI is involved in the operations
of privatized system of waterworks and sewerage services including the provision of allied and
ancillary services. The Group’s equity in net earnings of MWHCI represents its share in the
consolidated net income attributable to MWHCI.

Rollforward of the cost of investment in MWHCI follows:

2019 2018
Acquisition cost P
=390,428 =390,428
P
Accumulated equity in net earnings
Balance at beginning of year 13,436,218 12,701,650
Equity in net earnings 1,743,757 1,766,822
Dividends received and other adjustments (1,291,306) (1,032,254)
Balance at end of year 13,888,669 13,436,218
P
=14,279,097 =13,826,646
P

Subic Water
On January 22, 1997, the Group subscribed to 3.26 million shares at the par value of =
P10 per share for
an aggregate value of P
=32.62 million in Subic Water, a joint venture company among Subic Bay
Metropolitan Authority (SBMA), a government-owned corporation, Olongapo City Water District,
and Cascal Services Limited (a company organized under the laws of England).

On April 1, 2016, PDI disposed its 10% share in Subic Water. The remaining percentage of
ownership in Subic Water after the sale is 30%.

SRPGC
On September 10, 2013, SRPGC was incorporated to acquire, construct, erect, assemble, rehabilitate,
expand, commission, operate and maintain power-generating plants and related facilities for the
generation of electricity.

The Group accounted its 50% ownership interest in SRPGC as a joint venture.

RLC DMCI Property Ventures Inc. (RDPVI)


In October 2018, PDI and Robinsons Land Corporation (RLC) entered into a joint venture agreement
to develop a condominium project. Each party will hold a 50% ownership interest in the joint venture.
In March 2019, RDPVI, the joint venture, was incorporated to purchase, acquire and develop into a
residential condominium project a portion of the parcels of land situated in Las Piñas City and to
operate, manage, sell and/or lease the resulting condominium units and parking spaces therein.

The share of the Group in the other comprehensive income (loss) of the associates and joint venture is
presented as “Other equity” in the consolidated statement of financial position.

*SGVFSM000224*
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12. Investment Properties

The movements in this account follow:

2019
Buildings
and Building Condominium
Land Improvements Units Total
Cost P
=− P
=209,498 P
=41,616 P
=251,114
Accumulated Depreciation and
Amortization
Balances at beginning of year − 80,084 14,309 94,393
Depreciation and amortization (Note 24) − 12,902 1,892 14,794
Balances at end of year − 92,986 16, 201 109,187
Net Book Value P
=− P
=116,512 P
=25,415 P
=141,927

2018
Buildings
and Building Condominium
Land Improvements Units Total
Cost
Balances at beginning and end of year =21,649
P =209,498
P P44,347
= =275,494
P
Disposals − − (2,731) (2,731)
Transfer (21,649) − − (21,649)
− 209,498 41,616 251,114
Accumulated Depreciation and
Amortization
Balances at beginning of year − 67,182 14,071 81,253
Depreciation and amortization (Note 24) − 12,902 1,924 14,826
Disposal − − (1,686) (1,686)
Balances at end of year − 80,084 14,309 94,393
Net Book Value =−
P =129,414
P =27,307
P =156,721
P

The aggregate fair values of the investment properties as of December 31, 2019 and 2018 amounted
to =
P181.43 million and P
=199.14 million, respectively.

The fair values of investment properties were determined using either the income approach using
discounted cash flow (DCF) method or by the market data approach. These are both categorized
within Level 3 of the fair value hierarchy. The fair value of investment properties, which has been
determined using DCF method with discount rates ranging from 3.42% to 4.06%, exceeds its carrying
cost. The fair values of the investment properties which were arrived at using the market data
approach require the establishment of comparable properties by reducing reasonable comparative
sales and listings to a common denominator. This is done by adjusting the differences between the
subject property and those actual sales and listings regarded as comparables. The properties used as
basis of comparison are situated within the immediate vicinity of the subject property.

Rental income from investment properties (included under ‘Other income - net’) amounted to
=32.52 million, P
P =124.77 million and P
=110.01 million in 2019, 2018 and 2017, respectively (see
Note 28).

Direct operating expenses (included under ‘Cost of sales and services’ in the consolidated statement
of income) arising from investment properties amounted to P=14.79 million, =P14.83 million and
=14.90 million in 2019, 2018, and 2017, respectively (see Note 24).
P

There are no investment properties as of December 31, 2019 and 2018 that are pledged as security
against liabilities.

*SGVFSM000224*
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13. Property, Plant and Equipment

Movements in this account follow:

2019
Power Plant, Coal Mining Construction Office
Land and Buildings Properties Nickel Mining Equipment, Furniture,
Land and Building and Properties and Machinery Fixtures and Transportation Leasehold Construction
Improvements Improvements Equipment Equipment and Tools Equipment Equipment Improvements in Progress Total
Cost
Balances at beginning of year P
=2,406,257 P
=48,515,299 P=29,517,292 P
=5,617,955 P=10,124,926 P
=693,343 P
=651,572 P
=342,801 P
=5,564,578 P=103,434,023
Additions 202,916 244,648 3,270,919 - 2,447,357 54,375 82,200 16,446 9,291,201 15,610,062
Transfers (Note 9) − 6,712,533 43,454 − − − − − (6,938,709) (182,722)
Write-down and disposals − (460,704) (67,231) − (106,375) (2,269) (44,921) 152 − (681,348)
Adjustments (Note 20) − − 83,722 (15,271) − − − − − 68,451
Balances at end of year 2,609,173 55,011,776 32,848,156 5,602,684 12,465,908 745,449 688,851 359,399 7,917,070 118,248,466
Accumulated Depreciation, Depletion
and Amortization
Balances at beginning of year 901,778 13,777,954 21,810,635 700,441 7,865,014 652,139 406,782 232,336 − 46,347,079
Depreciation, depletion and amortization 88,106 3,816,918 4,075,454 188,869 1,033,802 56,314 65,169 13,185 − 9,337,817
(Notes 24 and 25)
Write-down and disposals − (456,192) (58,695) 1,024 (103,883) (1,941) (33,195) − − (652,882)
Balances at end of year 989,884 17,138,680 25,827,394 890,334 8,794,933 706,512 438,756 245,521 − 55,032,014
Net Book Value P
=1,619,289 P
=37,873,096 P
=7,020,762 P
=4,712,350 P
=3,670,975 P
=38,937 P
=250,095 P
=113,878 P
=7,917,070 P
=63,216,452

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2018
Power Plant, Construction Office
Buildings Coal Mining Nickel Mining Equipment, Furniture,
Land and Land and Building Properties Properties and Machinery Fixtures and Transportation Leasehold Construction
Improvements Improvements and Equipment Equipment and Tools Equipment Equipment Improvements in Progress Total
Cost
Balances at beginning of year =2,251,386
P =45,655,202
P =26,730,415
P =5,596,804
P P9,200,029
= =635,359
P =614,687
P =252,859
P P2,787,902
= P93,724,643
=
Additions 133,350 1,354,470 3,043,175 − 1,223,412 61,334 97,655 89,942 6,035,879 12,039,217
Transfers 21,521 2,775,287 291,405 − 12,932 − (12,932) − (3,088,213) −
Write-down, transfers and disposals − (1,269,660) (329,503) − (311,447) (3,350) (45,516) − (166,876) (2,126,352)
Adjustments (Note 20) − − (218,200) 21,151 − − (2,322) − (4,114) (203,485)
Balances at end of year 2,406,257 48,515,299 29,517,292 5,617,955 10,124,926 693,343 651,572 342,801 5,564,578 103,434,023
Accumulated Depreciation,
Depletion and Amortization
Balances at beginning of year 807,381 10,935,911 17,270,611 625,579 7,201,201 599,057 360,168 223,713 − 38,023,621
Depreciation, depletion and
amortization (Notes 24 and 25) 94,397 4,111,703 4,733,600 74,862 1,117,007 56,323 64,019 8,623 − 10,260,534
Write-down, transfers and disposals − (1,269,660) (193,576) − (453,194) (3,241) (17,405) − − (1,937,076)
Balances at end of year 901,778 13,777,954 21,810,635 700,441 7,865,014 652,139 406,782 232,336 − 46,347,079
Net Book Value =1,504,479
P =34,737,345
P =7,706,657
P =4,917,514
P =2,259,912
P =41,204
P =244,790
P =110,465
P =5,564,578
P =57,086,944
P

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The Group sold various equipment items at a net loss of =


P14.85 million in 2019 and net gains of
P37.27 million and P
= =144.93 million in 2018 and 2017, respectively (see Note 28).

In 2019, the Group incurred a loss on write-down of property, plant and equipment amounting to
=83.54 million due to the dismantling of the coal washing plant (see Note 25). In relation to the
P
dismantling, the P
=182.72 million recovered parts and construction supplies that are still usable were
transferred to “Equipment parts, materials in transit and supplies” (see Note 9).

Meanwhile, the loss on write-down incurred in 2017 amounting to =


P27.83 million pertains to the
replacement of components of Power Plant and retirement of mining equipment (see Note 25).

‘Power Plant and Buildings’ includes the ancillary gas turbine plant which is subject to the Ancillary
Services and Procurement Agreement with the NGCP. The carrying value of this plant amounted to
=1.29 billion and =
P P1.20 billion as of December 31, 2019 and 2018 (see Notes 3 and 37).

Construction-in-progress
In 2019 and 2018, there were reclassifications from “Construction in progress” to “Power Plant and
Building” in the amount of = P6,712.53 million and P=2,775.29 million, respectively, for the ongoing
regular rehabilitation of the Group’s coal-fired thermal power plant.

Interest expense incurred on long-term debts capitalized as part of ‘Construction in Progress’


amounted to =P84.86 million and =P10.81 million in 2019 and 2018, respectively.

Coal mining properties


Coal mining properties include the expected cost of decommissioning and site rehabilitation of
minesites and future clean-up of its power plants. The impact of annual re-estimation is shown in the
rollforward as an adjustment (see Note 20). Mining properties also includes the stripping activity
assets and exploration and evaluation assets for costs of materials and fuel used, cost of operating
dump trucks, excavators and other equipment costs amount others.

As of December 31, 2019 and 2018, coal mining properties included in “Coal Mining Properties and
Equipment” amounted to =
P4,338.74 million and =
P4,341.36 million, respectively.

Nickel mining properties


Nickel mining properties pertains to the Acoje project located in the Municipalities of Sta. Cruz and
Candelaria, Province of Zambales and the Berong project situated in Barangay Berong, Municipality
of Quezon, Province of Palawan.

As of December 31, 2019 and 2018, nickel mining properties included in “Nickel Mining Properties
and Equipment” amounted to P
=4,690.69 million and =
P5,017.72 million, respectively.

As security for timely payment, discharge, observance and performance of the loan provisions, the
Group created, established, and constituted a first ranking real estate and chattel mortgage on present
and future real estate assets and chattels owned by SLPGC in favor of the Security Trustee, for the
benefit of all secured parties. In 2019, the Group was released on the real estate and chattel mortgage
due to the prepayment of the loan (see Note 19).

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14. Exploration and Evaluation Asset and Other Noncurrent Assets

Exploration and Evaluation Asset

Exploration and evaluation assets are capitalized expenditures that are directly related to the
exploration and evaluation of the area covered by the Group’s mining tenements. Exploration and
evaluation asset amounted to = P226.32 million in 2019 and 2018. These costs pertain to exploration
activities on various nickel projects mainly in Zambales and Palawan mining areas that were covered
by related exploration permits granted to the nickel mining entities.

Other noncurrent assets

Other noncurrent assets consists of the following:

2019 2018
Cost to obtain a contract - net of current portion
(Note 10) P
=2,623,150 =2,449,764
P
Advances to suppliers and contractors 1,641,656 −
Deferred input VAT 1,074,179 745,873
Deposits and funds for future investment 136,666 136,666
Claims for refunds and tax credits - net 90,729 188,455
Software cost 73,113 75,948
Refundable deposits (Notes 10 and 36) 68,491 78,047
Prepaid rent (Notes 2 and 37) 643 76,464
Financial asset at FVPL - net of current
portion (Notes 5 and 36) − 153,634
Others (Note 36) 215,993 165,989
P
=5,924,620 =4,070,840
P

Advances to suppliers and contractors


Advances to suppliers and contractors under noncurrent assets represent prepayment for the
acquisition and construction of property, plant and equipment.

Deferred input VAT


This pertains to the unamortized input VAT incurred from acquisition of capital assets mostly coming
from the completed coal-fired power plant and gas turbine of SLPGC and acquisition of capital goods
and services for SCPC maintenance program.

Deposits and funds for future investment


In 2012 and 2014, the Group entered in to an agreement with a third party to purchase three holding
companies (HoldCos) and three development companies (DevCos) with which the HoldCos have
investments. The agreement sets out the intention of final ownership of the HoldCos and DevCos,
where the Group will eventually own 73% of the HoldCos and 84% of the DevCos. The Group
opened a bank account as required by the agreement and made available US$2.80 million cash (bank
account) from which payments of the shares will be drawn. Initial payments made for the assignment
of 33% share in HoldCos and 40% share in DevCos amounted to US$0.25 million and US$0.75
million, respectively, which were drawn from the bank account.

The acquisition of shares, which are final and effective on date of assignment, imposes a condition
that all pending cases faced by the third party, the three HoldCos and three DevCos are resolved in
their favor.

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As of December 31, 2019 and 2018, the conditions set forth under the agreement has not yet been
satisfied.

Claims for refunds and tax credits - net


These pertain to claims for refund and issuance of tax credit certificates from Bureau of Internal
Revenue (BIR). The balance as of December 31, 2019 and 2018 is presented net of allowance for
impairment losses amounting to = P15.29 million.

Software cost
Movements in software cost account follow:

2019 2018
Cost
Balance at beginning of year P
=422,642 =376,182
P
Additions 49,901 46,460
Balance at end of year 472,543 422,642
Accumulated Amortization
Balance at beginning of year 346,694 298,584
Amortization (Notes 24 and 25) 52,736 48,110
Balance at end of year 399,430 346,694
Net Book Value P
=73,113 =75,948
P

Refundable deposits
Refundable deposits pertain to utilities which are measured at cost and will be recouped against future
billings. This also includes rental deposits which are noninterest-bearing and are refundable 60 days
after the expiration of the lease period.

Prepaid rent
The Group entered into a Land Lease Agreement (LLA) with PSALM for a period of 25 years for the
lease of land where the Power Plant is situated. The Group paid US$3.19 million or its Peso
equivalent of P
=150.57 million as payment for the 25-year land lease (see Note 37). On January 1,
2019, upon adoption of PFRS 16, outstanding balance of prepaid rent amounting to = P69.24 million
was adjusted against the amount of right-of-use assets recognized (see Notes 2 and 34).

15. Short-term Debt

This account consists of the following:

2019 2018
Bank loans P
=2,411,875 =6,903,668
P
Acceptances and trust receipts payable 80,247 111,608
P
=2,492,122 =7,015,276
P

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Bank loans
The Group’s bank loans consist of unsecured peso-denominated short-term borrowings from local
banks which bear annual interest ranging from 3.25% to 6.13% and 3.73% to 6.75% in 2019 and
2018, respectively, and are payable on monthly, quarterly and lump-sum bases on various maturity
dates within the next 12 months after the reporting date.

During 2019 and 2018, the Group obtained various short-term loans from local banks primarily to
finance its capital expenditures and working capital requirements.

As discussed in Note 7, in December 2018, the Group obtained a loan secured by its receivables
amounting to P
=1,272.23 million with discount rate of 5.40% per annum. The loan was paid in
January 2019.

Acceptances and trust receipts payable


Acceptances and trust receipts payable are used by the Group to facilitate payment for importations of
materials, fixed assets and other assets. These are interest-bearing and with maturity of less than one
(1) year.

As of December 31, 2019 and 2018, the Group is in compliance with the loan covenants required by
the creditors. Finance costs incurred on short-term borrowings and accepatances and trust receipts
payable, net of capitalized borrowing cost, amounted to =
P783.03 million, P
=298.77 million and
=228.71 million in 2019, 2018 and 2017, respectively (see Note 27).
P

16. Liabilities for Purchased Land

Liabilities for purchase of land represent the balance of the Group’s obligations to various real estate
property sellers for the acquisition of certain parcels of land and residential condominium units. The
terms of the deed of absolute sale covering the land acquisitions provided that such obligations are
payable only after the following conditions, among others, have been complied with: (a) presentation
by the property sellers of the original transfer certificates of title covering the purchased parcels of
land; (b) submission of certificates of non-delinquency on real estate taxes; and (c) physical turnover
of the acquired parcels of land to the Group.

The outstanding balance of liabilities for purchased land as of December 31, 2019 and 2018 follow:

2019 2018
Current P
=673,025 P502,591
=
Noncurrent 1,223,138 1,499,552
P
=1,896,163 =2,002,143
P

Liabilities for purchased land were recorded at fair value at initial recognition. These are payable
over a period of two (2) to four (4) years. The fair value is derived using discounted cash flow model
using the discount rate ranging from 3.42% to 4.06% and 6.80% to 7.02% in 2019 and 2018,
respectively, based on applicable rates for similar types of liabilities.

Accretion in 2018 and 2017 amounting to P =0.81 million and P


=1.55 million were recorded under
“Finance costs” (nil in 2019, see Note 27).

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17. Accounts and Other Payables

This account consists of the following:

2019 2018
Trade and other payables:
Suppliers and subcontractors P
=13,353,090 =12,526,598
P
Others 1,234,576 313,516
Accrued costs and expenses
Project cost 2,986,127 3,040,487
Payable to DOE and local government
Units (LGU) (Note 31) 855,902 713,351
Salaries 255,657 213,407
Withholding and others taxes 174,265 245,862
Various operating expenses 1,013,269 624,515
Output VAT payable-net 2,349,601 2,095,138
Commission payable - current portion (Note 20) 1,624,865 1,462,770
Refundable deposits 409,893 354,791
Payable to related parties (Note 21) 254,466 438,359
Financial benefits payable 46,840 12,086
P
=24,558,551 =22,040,880
P

Trade and other payables

Suppliers
Payable to suppliers includes liabilities to various foreign and local suppliers for open account
purchases of equipment and equipment parts and supplies. These are noninterest-bearing and are
normally settled on a 30 to 60-day credit terms.

Subcontractors
Subcontractors payable arise when the Group receives progress billing from its subcontractors for the
construction cost of a certain project and is recouped against monthly billings. These subcontractors
were selected by the contract owners to provide materials, labor and other services necessary for the
completion of a project. Payables to subcontractors are noninterest-bearing and are normally settled
on 15 to 60-day credit terms.

Other payables
Other payables include retention payable on contract payments and payable to marketing agents and
nickel mine right owners. Retention on contract payments is being withheld from the contractors as
guaranty for any claims against them. These are settled and paid once the warranty period has
expired. Payables to marketing agents and nickel mine right owners are noninterest-bearing and are
normally settled within one (1) year.

Accrued project cost


Accrued project cost pertains to direct materials, labor, overhead and subcontractor costs for work
accomplished by the suppliers and subcontractors but were not yet billed to the Group.

Payable to DOE and LGU


Liability to DOE and LGU represents the share of DOE and LGU in the gross revenue from SMPC’s
coal production (including accrued interest on the outstanding balance), computed in accordance with
the Coal Operating Contract (see Note 31).

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Accrued rental
Accrued rental pertains to the rental payable for building and office leases, equipment rentals and
rental of various barges and tugboats for use in the delivery of nickel ore to various customers.

Accrual of various operating expenses


This include accruals for contracted services, utilities, supplies, advertising, commission and other
administrative expenses.

Commission payable
Commission payable pertains to the amount payable to sales agents for each contract that they obtain
for the sale of pre-completed real estate units.

Output VAT payable


Output VAT payable pertains to the VAT due on the sale of goods or services by the Group, net of
input VAT.

Refundable deposits
Refundable deposits consist of deposits which are refundable due to cancellation of real estate sales
as well as deposits made by unit owners upon turnover of the unit which will be remitted to its utility
provider.

Financial benefits payable


As mandated by R.A. 9136 or the Electric Power Industry Reform Act (EPIRA) of 2001 and the
Energy Regulations No. 1-94, issued by DOE, the BOD authorized the Group on June 10, 2010 to
enter and execute a Memorandum of Agreement with the DOE relative to or in connection with the
establishment of Trust Accounts for the financial benefits to the host communities equal to
=0.01 per kilowatt hour generated.
P

18. Contract Liabilities and Other Customers’ Advances and Deposits

2019 2018
Contract liabilities P
=6,385,129 =5,209,298
P
Billings in excess of costs and estimated earnings
on uncompleted contracts (Note 8) 3,501,585 3,120,188
Other customers’ advances and deposits 3,271,715 2,923,853
13,158,429 11,253,339
Less: Contract liabilities - noncurrent portion 2,789,396 2,298,983
Current portion P
=10,369,033 =8,954,356
P

Contract Liabilities
Contract liabilities for real estate segment pertains to customers’ advances and deposits representing
reservation fees and initial collections received by Group from customers before the parties enter into
a sale transaction. These were payments from buyers which have not yet met the revenue recognition
conditions which includes: (a) related project is fully completed and (b) buyers’ payment reaching the
minimum required percentage of equity investment.

For construction segment, contract liabilities arises from billings, including advances from contract
owners, in excess of total costs incurred and estimated earnings recognized.

*SGVFSM000224*
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Other customers’ advances and deposits consist of collections from real estate customers for taxes
and fees payable for the transfer of title to customer such as documentary stamp taxes, transfer taxes
and notarial fees amounting to P=3,239.60 million and = P2,876.81 million as of December 31, 2019 and
2018, respectively.

These also include advances collections from the customers from coal sales contracts amounting to
=
P32.12 million and =P47.04 million as of December 31, 2019 and 2018, respectively.

19. Long-term Debt

Long-term debt pertains to the following obligations:

2019 2018
Bank loans P
=44,413,604 =34,506,056
P
Less noncurrent portion 32,974,892 28,163,290
Current portion P
=11,438,712 =6,342,766
P

Details of the bank loans follow:

Outstanding Balances
2019 2018 Maturity Interest Rate Payment Terms
Loans from banks and other institutions
Peso-denominated P
=18,700,443 =7,841,464
P Various Repriced every 3 Amortized/bullet
loans maturities from months based on 3-
2020 to 2027 months "PDST-R2"
plus a spread of one
percent (0.50% to
1.00%)

Dollar-denominated loans − 2,325,138 2019 Repriced every 3 Amortized


months based on 3-
months LIBOR plus a
spread of 0.86%

Mortgage payable − 5,962,963 Various PDST-F + Spread Amortized


quarterly or BSP Overnight
maturities starting Rate, whichever is
2021 until 2024 higher
Fixed rate 25,566,668 17,684,224 Various PDST-F Issue Date Payments shall be
corporate notes maturities from and ending three (3) based on
2016 to 2026 months after aggregate
such Issue Date, percentage of
and every three (3) issue amount of
months thereafter. each series
Initially, PDST-F equally divided
benchmark for 5-yr over applicable
treasury securities quarters (4th/7th
plus 1.25%, to 27th quarter)
PDST-R2 issued date and the balance
for 5-year and 7-year is payable
treasury securities at maturity
plus 1.50%
(Forward)

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Outstanding Balances
2019 2018 Maturity Interest Rate Payment Terms
Liabilities on installment P
=118,910 =372,444
P Interest at Payable in equal Interest at
contracts receivable prevailing market and continuous prevailing market
rates monthly payment not rates
exceeding
120 days
commencing
1 month from
date of execution

HomeSaver Bonds 210,505 420,035 Various 4.75% to Trache A, B, C,


maturities from 5.25% p.a. D, E, F, and F
2017 to 2023 are payable in
3 years from the
initial issue date;
Tranche B, E and G
is payable 5 years
from the initial
issue date.
44,596,526 34,606,268
Less: Unamortized debt
issue cost 182,922 100,212
P
=44,413,604 =34,506,056
P

The movements in unamortized debt issue cost follow:

2019 2018
Balance at beginning of year P
=100,212 =142,871
P
Additions 132,750 −
Amortization (Note 27) (50,040) (42,659)
Balance at end of year P
=182,922 =100,212
P

Interest expense on long-term debt, net of capitalized interest, recognized under ‘Finance cost’
amounted to =P637.64 million, P
=674.01 million and P =522.53 million in 2019, 2018 and 2017,
respectively (see Note 27).

The schedule of repayments of loans based on existing terms are provided in Note 32.

Other relevant information on the Group’s long-term borrowings are provided below:

· The loan agreements on long-term debt of certain subsidiaries provide for certain restrictions and
requirements such as, among others, maintenance of financial ratios at certain levels. These
restrictions and requirements were complied with by the respective subsidiaries as of
December 31, 2019 and 2018.

· In February 2012, SLPGC entered into an = P11.50 billion Omnibus Agreement with local banks.
As security for the timely payment of the loan and prompt observance of all the provision of the
Omnibus Agreement, the 67% of issued and outstanding shares of SLPGC owned by SMPC were
pledged on this loan. The proceeds of the loan were used for the engineering, procurement and
construction of 2x150 MW coal-fired thermal power plant. In November 2019, the Omnibus
Agreement was pre-terminated and SLPGC made payment amounting to = P4,739.64 million
releasing SLPGC from all related security arrangements.

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· As discussed in Note 7, the installment contracts receivable under the receivable purchase
agreements are used as collaterals in the loans payable obtained. These amounted to
=118.91 million and P
P =372.44 million as of December 31, 2019 and 2018, respectively, and these
represent net proceeds from sale of portion of PDI’s installment contracts receivable to local
banks pursuant to the receivable purchase agreements entered into by PDI on various dates. The
agreements also provide the submission of condominium certificates of title and their related
postdated checks issued by the buyers.

· Long-term debt of Beta Electromechanical are secured by a chattel mortgage on the


transportation equipment purchased using the proceeds of these loans.

· Except for the above-mentioned loans, all long-term debt of the Group are clean and unsecured
and are compliant with their respective loan covenants.

20. Other Noncurrent Liabilities

The details of this account consist of:

2019 2018
Commission payable - noncurrent portion
(Note 17) P
=1,304,305 =1,649,082
P
Provision for decommissioning and
site rehabilitation costs 553,149 466,535
Lease liabilities (Note 34) 218,217 −
Trade and other payables (Note 17) 3,297,418 388,169
P
=5,373,089 =2,503,786
P

Provision for decommissioning and site rehabilitation costs


The Group makes full provision for the future cost of rehabilitating the coal mine sites on a
discounted basis on the development of the coal mines. These provisions have been created based on
the Group’s internal estimates. Discount rates used by the Group to compute for the present value of
liability for decommissioning and mine site rehabilitation costs are from 4.46% to 8.58% in 2019,
7.07% to 7.27% in 2018 and 4.80% to 7.50% in 2017. Assumptions based on the current regulatory
requirements and economic environment have been made, which management believes are reasonable
bases upon which to estimate the future liability. These estimates are reviewed annually to take into
account any material changes to the assumptions.

However, actual rehabilitation costs will ultimately depend upon future market prices for the
necessary decommissioning works required which will reflect market conditions at the relevant time.
Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at
economically viable rates. This, in return, will depend upon future ore and coal prices, which are
inherently uncertain.

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Provision for decommissioning and site rehabilitation costs also includes cost of rehabilitation of the
Group’s power plant and nickel ore mine sites. Segment breakdown of provision for
decommissioning and site rehabilitation costs follows:

2019 2018
Coal P
=500,085 =402,476
P
Nickel 30,345 43,137
On-grid power 22,719 20,922
P
=553,149 =466,535
P

The rollforward analysis of the provision for decommissioning and site rehabilitation costs account
follows:

2019 2018
Balance at beginning of year P
=466,535 =1,727,750
P
Additions (Note 24) − 436,523
Effect of change in estimates (Note 13) 68,451 (221,639)
Actual usage (14,545) (1,598,420)
Accretion of interest (Note 27) 32,708 122,321
Balance at end of year P
=553,149 =466,535
P

In 2018, as required by DENR, the Group accelerated the rehabilitation activities of its Panian
minesite. This resulted to recognition of additional provision for mine site rehabilitation costs
amounting to P=436.52 million which was charged to ‘Cost of sales’ (nil in 2019, see Note 24). This
also prompted management to revisit procedures, practices and assumptions used in the estimation of
the provision (e.g., movement of the overburden and backfill elevation level), which resulted to
adjustments in the related mining assets recognized under ‘Property, plant and equipment’. These
adjustments amounted to P =83.72 million and P=218.20 million in 2019 and 2018, respectively (see
Note 13).

Trade and other payables


Noncurrent trade and other payables include noninterest-bearing payable to suppliers and
subcontractors and accrued expenses which are expected to be settled within 2 to 3 years from the
reporting date and retention contract payment that is being withheld from the contractors as guaranty
for any claims which are expected to be settled a year after the turn-over of projects.

21. Related Party Transactions

The Group in its regular conduct of business has entered into transactions with related parties. Parties
are considered to be related if, among others, one party has the ability, directly or indirectly, tocontrol
the other party or exercise significant influence over the other party in making the financial and
operating decisions, the parties are subject to common control or the party is an associate or a joint
venture. The Group has affiliates enumerated below which are under common control of Consunji
family.

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Except as indicated otherwise, the outstanding accounts with other related parties shall be settled in
cash. The transactions are made at terms and prices agreed upon by the parties.

2019
Amount / Due from
Reference Volume (Due to)
Receivable from related parties (Note 7)
Construction contracts (a) =1,076,420
P =405,639
P
Equipment rentals (c) 25,953 28,907
Sale of materials and reimbursement of shared and
operating expenses (e) 38,083 58,918
=493,464
P
Payable to related parties (Note 17)
Payable to affiliates (f) =8,384
P (P
= 11,433)
Mine exploration, coal handling and hauling services (g) 207,050 (147,040)
Other general and administrative expense (i) 106,806 (17,708)
Aviation services (j) 250,337 (22,445)
Office and parking rental (k) 76,341 (28,598)
Labor charges (l) − (444)
Freight Charges (m) 11,000 (15,604)
Nickel Delivery (n) − (11,194)
(P
= 254,466)

2018
Amount / Due from
Reference Volume (Due to)
Receivable from related parties (Note 7)
Construction contracts (a) P5,979
= P48,952
=
Receivable from affiliates (b) 48,402 107,378
Equipment rentals (c) − 2,954
Payroll processing (d) 8,126 31,478
Sale of materials and reimbursement of shared and
operating expenses (e) 379 11,862
=202,624
P
Payable to related parties (Note 17)
Payable to affiliates (f) =32
P (P
=15,837)
Mine exploration, coal handling and hauling services (g) 64,800 (333,955)
Equipment rental expenses (h) − (2,325)
Other general and administrative expense (i) 2,255 (3,104)
Aviation services (j) 25,953 (25,953)
Office and parking rental (k) 64,983 (36,322)
Labor charges (l) 19,363 (20,863)
(P
=438,359)

(a) The Group provides services to its other affiliates in relation to its construction projects.
Outstanding receivables lodged in “Receivables from related parties” amounted to
=
P405.64 million and =P48.95 million as of December 31, 2019 and 2018, respectively. In addition,
receivables/payables of the Group from its affiliate amounting to = P126.02 million is lodged in
“Costs and estimated earnings in excess of billings on uncompleted contracts” or “Billings in
excess of costs and estimated earnings on uncompleted contracts” as of December 31, 2019 (nil as
of December 31, 2018).

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(b) The Group has outstanding receivables from its affiliates amounting to P=107.38 million as of
December 31, 2018. These mainly pertains to receivable from the sale of investment in 2014 and
receivables pertaining to port and arrastre charges shouldered by the Group which were all
collected in 2019.

(c) The Group rents out its equipment to its affiliates for their construction projects. Outstanding
receivables for equipment rentals amounted to P =28.91 million and P =2.95 million as of
December 31, 2019 and 2018, respectively.

(d) The Group has outstanding receivables from its affiliates amounting to P
=31.48 million as of
December 31, 2018. These were all collected in 2019.

(e) The Group paid for the contracted services, material issuances, rental expenses and other supplies
of its affiliates. The outstanding balance from its affiliates pertains to collection made by the
Group on behalf of its affiliates amounted to P
=58.92 million and P =11.86 million as of
December 31, 2019 and 2018, respectively.

(f) The Group has outstanding payable to affiliates amounting to P =11.43 million and
=
P15.84 million as of December 31, 2019 and 2018, respectively. This mainly pertains to amount
of rental collections made by the Group on behalf of the affiliates.

(g) Certain affiliates had transactions with the Group for services rendered such as shiploading, coal
delivery and coal handling. The outstanding payable of the Group amounted to
=
P147.04 million and = P333.96 million as of December 31, 2019 and 2018, respectively.

(h) The Group rents construction equipment from its affiliate for use in the construction projects.
The outstanding payable amounted to P
=2.33 million as of December 31 2018 (nil as of
December 31, 2019).

(i) A shareholder of the Group provides maintenance of the Group’s accounting system, Navision,
which is used by some of the Group’s subsidiaries. Related expenses are presented as part of
“Miscellaneous” under “Operating expenses” in consolidated statement of income. Outstanding
payable of the Group amounted to =
P17.71 million and =P3.10 million as of December 31, 2019 and
2018, respectively.

(j) An affiliate of the Group transports visitors and employees from point to point in relation to the
Group's ordinary course of business and vice versa and bills the related party for the utilization
costs of the aircrafts. The related expenses are included in “Cost of sales and services”. The
outstanding balance amounted to = P22.44 million and =P25.95 million as of December 31, 2019
and 2018, respectively.

(k) An affiliate had transactions with the Group for office and parking rental of units to which related
expenses are presented as part of “Operating expenses” in the consolidated statement of income
(see Notes 25 and 37). Outstanding payable amounted to = P28.60 million and =P36.32 million as at
December 31, 2019 and 2018, respectively.

(l) Outstanding payable to affiliate for labor charges incurred by the Group, which are initially paid
by the affiliate in behalf of the Group, amounted to =
P0.44 million and =
P20.86 million as of
December 31, 2019 and 2018, respectively.

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(m) The Group entered into an agreement with its affiliate for the delivery of construction materials
purchased by the Group. Outstanding payable pertaining to freight charges amounted to
=
P15.60 million and nil as of December 31, 2019 and 2018, respectively.

(n) An affiliate provides the Group various barges and tugboats for use in the delivery of nickel ore to
its various customers. The Group has outstanding payable to the affiliate amounting to
=
P11.19 million as of December 31, 2019 (nil as of December 31, 2018).

Terms and conditions of transactions with related parties


Outstanding balances as of December 31, 2019 and 2018, are unsecured and noninterest-bearing, and
are all due within one year, normally within 30-60 day credit term. The Group has approval process
and established limits when entering into material related party transactions.

As of December 31, 2019 and 2018, the Group has not made any allowance for expected credit loss
relating to amounts owed by related parties. The Group applies a general approach in calculating the
ECL. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the affiliates and the economic
environment.

Compensation of Key Management Personnel


Key management personnel of the Group include all directors and senior management. The
aggregate compensation and benefits of key management personnel of the Group follows:

2019 2018 2017


Short-term employee benefits P
=199,552 =336,947
P =306,075
P
Post-employment benefits
(Note 23) 14,605 39,134 21,863
P
=214,157 =376,081
P =327,938
P

There are no agreements between the Group and any of its directors and key officers providing for
benefits upon termination of employment, except for such benefits to which they may be entitled
under the Group’s pension plan.

22. Equity

Capital Stock
As of December 31, 2019 and 2018, the Parent Company’s capital stock consists of:

Authorized Outstanding
Capital Stocks 2019 2018
Common shares, P
=1 par value 19,900,000,000 13,277,470,000 13,277,470,000

Preferred shares, =
P1 par value 100,000,000 3,780 3,780
Less :Treasury shares 2,820 2,820
960 960

The preferred stock is redeemable, convertible, non-voting, non-participating and cumulative with par
value of =
P1.00 per share. The preferred shareholders’ right of converting the preferred shares to
common shares expired in March 2002.

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On October 1, 2018, the BOD authorized the Parent Company to make an offer (the “Redemption
Offer”) to the outstanding preferred shareholders for the Parent Company to acquire the remaining
outstanding 3,780 preferred shares at the purchase price of = P2,500 per preferred share from
October 8 to November 29, 2018. The Redemption Offer is intended to provide the preferred
shareholders a final chance to divest of their preferred shares in view of their previous inability to
avail of the Exchange Offer in 2002. On November 29, 2018, the Parent Company has redeemed a
total of 2,820 preferred shares for a total cost of =
P7.07 million.

Below is the summary of the Parent Company’s track record of registration of securities with the
SEC as of December 31, 2019:

Number of Shares Number of holders of


Registered (in billions) securities as of year end
December 31, 2017 13.28 695
Add/(Deduct) Movement − 1
December 31, 2018 13.28 696
Add/(Deduct) Movement − 22
December 31, 2019 13.28 718

Retained Earnings
In accordance with SEC Memorandum Circular No. 11 issued in December 2008, the Parent
Company’s retained earnings available for dividend declaration as of December 31, 2019 and 2018
amounted to =
P3,798.87 million and P
=3,682.53 million, respectively.

Under the tax code, publicly held corporations are allowed to accumulate retained earnings in excess
of capital stock and are exempt from improperly accumulated earnings tax.

Dividend declaration
The Parent Company’s BOD approved the declaration of cash dividends in favor of all its
stockholders as follows:

2019 2018 2017


April 10, 2019, =
P0.28 per share regular cash
dividend to shareholders on record as of
April 29, 2019, payable on or before
May 10, 2019. P
=3,717,692 =−
P =−
P
April 10, 2019, =
P0.20 per share special cash
dividend to shareholders on record as of
April 29, 2019, payable on or before
May 10, 2019. 2,655,494 − −
November 19, 2018, P =0.48 per share special cash
dividend to shareholders on record as of
December 5, 2018, payable on or before
December 18, 2018. − 6,373,186 −
March 8, 2018, =P0.28 per share regular cash
dividend to shareholders on record as of
March 23, 2018, payable on or before April 6,
2018. − 3,717,692 −
(Forward)

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2019 2018 2017


March 8, 2018, =P0.20 per share special cash
dividend to shareholders on record as of
March 23, 2018, payable on or before April 6,
2018. P
=− =2,655,494
P =−
P
April 5, 2017, =
P0.24 per share regular cash
dividend to stockholders on record as of April
21, 2017, payable on or before May 5, 2017. − − 3,186,593
April 5, 2017, =
P0.24 per share special cash
dividend to stockholders on record as of April
21, 2017, payable on or before May 5, 2017. − − 3,186,593
P
=6,373,186 =12,746,372
P =6,373,186
P

On various dates in 2019, 2018 and 2017, partially-owned subsidiaries of the Group declared
dividends amounting to =P5,637.89 million and P=9,753.68 million and P=10,652.86 million,
respectively, of which dividends to noncontrolling interest amounted to =
P2,390.25 million,
=4,010.62 million, and P
P =4,604.86 million, respectively.

The unappropriated retained earnings include undistributed net earnings amounting to


=61,100.13 million and =
P P57,056.53 million as of December 31, 2019 and 2018, respectively,
representing accumulated equity in the net earnings of consolidated subsidiaries, associates and
jointly controlled entities accounted for under the equity method. These are not available for dividend
declaration until declared by the subsidiaries, associates and the joint ventures representing
accumulated equity.

Capital Management
The primary objective of the Group’s capital management strategy is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximize
shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders or issue new shares. There were no changes made in the Group’s capital management
objectives, policies or processes. The Group considers total equity attributable to equity holders of
the Parent Company less net accumulated unrealized gains on equity investments designated at
FVOCI, as capital.

The Group is not subject to any externally imposed capital requirements.

23. Employee Benefits

Retirement Plans
The Group has a funded, noncontributory, defined benefit pension plan covering substantially all of
its regular employees. Provisions for pension obligations are established for benefits payable in the
form of retirement pensions. Benefits are dependent on years of service and the respective
employee’s final compensation. The Group updates the actuarial valuation every year by hiring the
services of a third party professionally qualified actuary. The latest actuarial valuation report of the
retirement plans was made as of December 31, 2019.

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The Group has a Multiemployer Retirement Plan (the Plan) which is administered separately by an
individual trustee, a Group executive and BDO Unibank, Inc. Trust Investment Division under the
supervision of the Board of Trustees (BOT) of the Plan. The responsibilities of the BOT, among
others, include the following:

· To hold, invest and reinvest the fund for the exclusive benefits of the members and beneficiaries
of the retirement plan and for this purpose the BOT is further authorized to designate and appoint
a qualified Investment Manager with such powers as may be required to realize and obtain
maximum yield on investment of the fund; and,
· To make payments and distributions in cash, securities and other assets to the members and
beneficiaries of the Plan.

Under the existing regulatory framework, Republic Act No. 7641, The New Retirement Law, requires
a provision for retirement pay to qualified private sector employees in the absence of any retirement
plan in the entity, provided however that the employee’s retirement benefits under any collective
bargaining and other agreements shall not be less than those provided under the law. The law does
not require minimum funding of the plan.

The following table summarizes the components of net pension expense (included in “Salaries, wages
and employee benefits” account) and pension income (included in “Other income” account) for the
year ended December 31 (see Notes 25 and 28):

Pension Expense
2019 2018 2017
Current service cost P
=101,693 =115,697
P =134,628
P
Net interest expense on benefit
obligation and plan assets 6,439 7,545 3,577
Effect of the asset limit – 3,790 3,003
Settlement loss 1,036 – 220
Past service cost - curtailment − − −
Total pension expense P
=109,168 =127,032
P =141,428
P

Pension Income
2019 2018 2017
Current service cost P
=36,417 =38,463
P =31,172
P
Effect of the asset limit 65,869 44,362 43,402
Net interest income on benefit obligation
and plan assets (126,937) (95,242) (88,240)
Total pension income (P
=24,651) (P
=12,417) (P
=13,666)

Movements in the fair value of plan assets of the Group follow:

2019 2018
Balance at beginning of year =2,915,718
P =2,979,366
P
Interest income 226,179 171,016
Remeasurement losses (840,688) (255,916)
Benefits paid from plan assets (40,597) (58,154)
Contributions 87,711 79,380
Adjustments − 26
Balance at end of year P
=2,348,323 =2,915,718
P

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Changes in the present value of the defined benefit obligation follow:

2019 2018
Balances at beginning of year P
=1,369,904 =1,432,419
P
Current service cost 138,110 154,160
Interest expense 100,278 83,319
Benefits paid - from plan assets (40,597) (58,154)
Benefits paid - direct payments (11,717) (7,416)
Remeasurement losses (gains) arising from:
Financial assumptions 241,346 (193,189)
Demographic assumptions (43,641) (30,716)
Experience adjustments 68,038 (1,882)
Adjustments − (74,040)
Balances at end of year P
=1,821,721 =1,304,501
P

Below is the net pension asset for those entities within the Group with net pension asset position:

2019 2018
Fair value of plan assets P
=1,689,683 =2,823,690
P
Present value of funded defined benefit obligations (660,420) (944,427)
1,029,263 1,879,263
Effect on asset ceiling (302,509) (963,863)
Net pension asset =726,754
P =915,400
P

Movements in the net pension asset follow:

2019 2018
Net pension asset at beginning of year P
=915,400 =1,019,687
P
Remeasurements gain (loss) recognized in other
comprehensive income (206,579) (201,348)
Reclassification − 68,291
Net pension expense 17,933 (41,875)
Contributions − 70,645
Net pension asset at end of year P
=726,754 =915,400
P

Movements in the effect of asset ceiling follow:

2019 2018
Effect of asset ceiling at beginning of year P
=963,863 =842,821
P
Interest on the effect of asset ceiling 1,236 48,152
Changes in the effect of asset ceiling (662,590) 72,890
Effect of asset ceiling at end of year P
=302,509 =963,863
P

Below is the net pension liability for those entities within the Group with net pension liability
position:

2019 2018
Present value of funded defined benefit obligations (P
=1,161,301) (P
=360,074)
Fair value of plan assets 658,640 92,028
Net pension liability (P
=502,661) (P
=268,046)

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Movements in the net pension liability follow:

2019 2018
Net pension liability at beginning of year (P
=268,046) (P
=315,561)
Net pension expense 103,686 72,740
Remeasurement loss recognized in other
comprehensive income (356,072) (41,376)
Benefits paid - direct payment 7,289 7,416
Contributions 10,482 8,735
Net pension liability at end of year (P
=502,661) (P
=268,046)

Breakdown of remeasurements recognized in other comprehensive income in 2019 and 2018 follow:

2019 2018
Remeasurement losses on plan assets (P
=840,688) (P
=255,916)
Remeasurement gains (losses) on defined
benefit obligations (277,863) 225,787
Changes in the effect of asset ceiling 662,590 (72,890)
Net remeasurement losses on pension plans (455,961) (103,019)
Income tax effect 136,788 30,905
Net remeasurement losses on pension plans
- net of tax (P
=319,173) (P
=72,114)

The Group does not expect to contribute to the pension funds in 2020.
The major categories and corresponding fair values of plan assets and liabilities by class of the
Group’s Plan as at the end of each reporting period are as follows:

2019 2018
Cash and cash equivalents
Cash in banks P
=67,988 =39,592
P
Time deposits 94,588 20,048
162,576 59,640
Investments in stocks
Common shares of domestic corporations
Quoted P
=1,080,810 =2,064,130
P
Unquoted 67,852 28,555
Preference shares 11,894 31,338
1,160,556 2,124,023
Investment in government securities
Fixed rate treasury notes (FXTNs) 448,885 449,218
Treasury bills (T-bills) − 11,759
Retail treasury bonds (RTBs) 233,632 33,498
682,517 494,475
Investment in other securities and debt instruments
AAA rated debt securities 328,289 213,530
Not rated debt securities 8,896 11,893
337,185 225,423
Other receivables 11,791 12,674
Accrued trust fees and other payables (592) (517)
Benefits payable (5,710) −
Fair value of plan assets P
=2,348,323 =2,915,718
P

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Trust fees paid in 2019, 2018 and 2017 amounted to P


=1.78 million, P
=1.87 million and
=1.87 million, respectively.
P

The composition of the fair value of the Fund includes:

· Cash and cash equivalents - include savings and time deposit with various banks and special
deposit account with Bangko Sentral ng Pilipinas (BSP SDA).
· Investment in stocks - includes investment in common and preferred shares both traded and not
traded in the PSE.
· Investment in government securities - includes investment in Philippine RTBs and FXTNs.
· Investments in other securities and debt instruments - include investment in long-term debt notes
and retail bonds.
· Other receivables - includes interest and dividends receivable generated from investments
included in the plan.
· Accrued trust fees and other payables - pertain mainly to charges of trust or in the management of
the Plan.

The overall administration and management of the plan rest upon the Plan’s BOT. The voting rights
on the above securities rest to the BOT for funds directly held through the Group’s officers and
indirectly for those entered into through other trust agreements with the trustee bank authorized to
administer the investment and reinvestments of the funds.

The cost of defined benefit pension plans and the present value of the pension obligation are
determined using actuarial valuations. The actuarial valuation involves making various assumptions.
The principal assumptions used in determining pension and post-employment medical benefit
obligations for the defined benefit plans are shown below:

2019 2018 2017


Discount rate 4.95% to 7.97% 7.34% to 7.91% 5.62% to 6.22%
Salary increase rate 3.00% to 10.00% 3.00% to 10.00% 3.00% to 10.00%

The weighted average duration of significant defined benefit obligation per segment are as follows
(average number of years):

2019
Construction and others 11 years
Coal mining 5 years
Nickel mining 11 years
Real estate development 14 years
Power - On grid 10 years
Power - Off grid 11 years

There are no unusual or significant risks to which the Plan exposes the Group. However, in the event
a benefit claim arises under the Retirement Plan and the Retirement Fund is not sufficient to pay the
benefit, the unfunded portion of the claim shall immediately be due and payable from the Group to
the Retirement Fund.

There was no plan amendment, curtailment, or settlement recognized for the year ended
December 31, 2019 and 2018.

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Sensitivity analysis on the actuarial assumptions


Each sensitivity analysis on the significant actuarial assumptions was prepared by remeasuring the
Defined Benefit Obligation (DBO) at the reporting date after first adjusting one of the current
assumptions according to the applicable sensitivity increment or decrement (based on changes in the
relevant assumption that were reasonably possible at the valuation date) while all other assumptions
remained unchanged. The sensitivities were expressed as the corresponding change in the DBO.

It should be noted that the changes assumed to be reasonably possible at the valuation date are open
to subjectivity, and do not consider more complex scenarios in which changes other than those
assumed may be deemed to be more reasonable.

Increase
(decrease) 2019 2018
Discount rates +100 basis points (P
=181,439) (P
=60,265)
-100 basis points 211,821 111,864

Salary increases +1.00% 207,782 111,751


-1.00% (180,240) (62,631)

Asset-liability matching strategies


Each year, an Asset-Liability Matching Strategy (ALM) is performed with the result being analyzed
in terms of risk-and-return profiles. It is the policy of the Trustee that immediate and near-term
retirement liabilities of the Group’s Retirement Fund are adequately covered by its assets. As such,
due considerations are given that portfolio maturities are matched in accordance with due benefit
payments. The retirement fund’s expected benefit payments are determined through the latest
actuarial reports.

Funding arrangements
The Group is not required to pre-fund the future defined benefits payable under the Retirement Plan
before they become due. For this reason, the amount and timing of contributions to the Retirement
Fund are at the Group’s discretion. However, in the event a benefit claim arises and the Retirement
Fund is insufficient to pay the claim, the shortfall will then be due and payable from the Group to the
Retirement Fund.

Shown below is the maturity analysis of the undiscounted benefit payments:

2019 2018
Less than 1 year P
=565,327 =472,716
P
More than 1 year to 5 years 425,520 353,401
More than 5 years to 10 years 853,608 792,226
P
=1,844,455 =1,618,343
P

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24. Costs of Sales and Services

Details of costs of sales and services follow:

2019 2018 2017


Cost of Sales
Cost of real estate inventory (Note 9) P
=12,116,532 =13,405,859
P =12,117,873
P
Fuel and lubricants 5,766,840 3,192,436 2,677,270
Materials and supplies 5,407,241 3,672,345 3,602,912
Depreciation and amortization
(Notes 12, 13, 14 and 34) 4,242,780 3,347,696 2,888,171
Production overhead 1,620,517 1,023,793 611,404
Direct labor 1,426,917 973,100 964,537
Outside services 1,266,387 851,188 1,333,889
Commission expense (Notes 2 and 10) 833,405 1,119,930 −
Hauling, shiploading and handling costs
(Note 21) 390,335 18,594 145,016
Provision for decommissioning and
site rehabilitation costs (Note 20) − 436,523 147,270
Others 71,899 73,828 168,888
P
=33,142,853 =28,115,292
P =24,657,230
P

Cost of Services
Materials and supplies P
=9,275,096 =9,093,678
P =8,073,780
P
Direct labor 3,738,171 3,432,717 2,892,880
Outside services 3,278,855 2,301,411 2,144,059
Depreciation and amortization
(Notes 12, 13, 14 and 34) 3,668,845 4,381,879 3,541,100
Spot purchases of electricity 2,826,761 1,203,199 1,252,555
Production overhead 2,119,996 1,105,418 1,363,895
Fuel and lubricants 1,482,606 1,452,632 1,796,344
Hauling, shiploading and handling costs
(Note 21) 288,458 278,321 283,496
Others 233,020 523,784 227,342
26,911,808 23,773,039 21,575,451
P
=60,054,661 =51,888,331
P =46,232,681
P

Cost of real estate sales presented in the consolidated statement of income includes cost of running
hotel and property management operations amounting to = P227.04 million, P
=177.74 million and
=249.17 million for 2019, 2018 and 2017, respectively.
P

Related revenue from hotel and property management operations amounted to =


P445.80 million,
=339.96 million and P
P =423.50 million in 2019, 2018 and 2017, respectively.

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Depreciation, depletion and amortization included in the consolidated statement of income follow:

2019 2018 2017


Included in:
Cost of coal mining P
=3,804,839 =3,028,172
P =2,832,373
P
Cost of electricity sales 2,937,938 3,706,189 2,836,265
Cost of construction contracts and others 730,907 675,690 704,452
Cost of nickel mining 247,733 97,580 55,416
Cost of real estate development 190,208 221,944 765
Operating expenses (Note 25) 1,290,458 1,702,225 1,625,490
P
=9,202,083 =9,431,800
P =8,054,761
P
Depreciation, depletion and amortization of:
Property, plant and equipment (Note 13) P
=9,337,817 =10,260,534
P =8,246,600
P
Other noncurrent assets (Note 14) 52,736 48,110 51,927
Investment properties (Note 12) 14,794 14,826 14,900
Right-of-use assets (Note 34) 68,282 – –
P
=9,473,629 =10,323,470
P =8,313,427
P

Depreciation, depletion and amortization capitalized in ending inventories and mine properties
included in ‘Property, Plant and Equipment’ amounted to P =271.55 million, P=891.67 million and
=258.67 million in 2019, 2018 and 2017, respectively.
P

Salaries, wages and employee benefits included in the consolidated statement of income follow:

2019 2018 2017


Presented under:
Costs of sales and services P
=5,165,088 =4,405,817
P =3,857,417
P
Operating expenses (Note 25) 1,996,441 1,905,353 1,552,390
P
=7,161,529 =6,311,170
P =5,409,807
P

25. Operating Expenses

This account consists of:

2019 2018 2017


Government share (Note 31) P
=3,927,055 =3,569,015
P =4,306,811
P
Salaries, wages and employee benefits
(Notes 23 and 24) 1,966,441 1,905,353 1,552,390
Taxes and licenses 1,411,869 1,270,078 1,269,111
Depreciation and amortization
(Notes 12, 13, 14 and 24) 1,290,458 1,702,225 1,625,490
Repairs and maintenance 726,923 844,949 753,741
Outside services 560,858 306,854 507,743
Insurance 362,608 179,835 168,074
Advertising and marketing 320,657 311,480 411,894
Rent (Notes 21 and 37) 179,788 230,045 271,773
Communication, light and water 153,876 166,778 155,425
(Forward)

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2019 2018 2017


Transportation and travel P
=150,442 =152,507
P =120,221
P
Entertainment, amusement and recreation 141,566 151,683 126,957
Allowance for expected credit losses, probable
losses assets (Notes 7 and 10) 135,749 30,825 6,315
Supplies 108,574 100,621 95,767
Loss on write-down of property, plant and
equipment and other noncurrent assets
(Notes 13 and 14) 83,536 − 183,897
Association dues 56,457 72,928 65,866
Commission 6,389 2,182 995,327
Miscellaneous (Note 21) 575,023 643,303 377,023
P
=12,158,269 =11,640,661
P =12,993,825
P

In 2019, 2018 and 2017, the Group recorded accelerated depreciation for its power generation units
amounting to P =549.95 milllion, =
P1,210.10 milllion and P
=840.08 million, respectively, due to planned
rehabilitation of the Group’s 2x300MW coal-fired power plant in Calaca, Batangas.

Upon adoption of PFRS 15 in 2018, real estate commission expense were reclassified to cost of real
estate services (see Note 24).

26. Finance Income

Finance income is derived from the following sources:

2019 2018 2017


Interest on:
Short-term placements (Note 4) P
=330,972 =360,666
P =140,205
P
Installment contracts receivable (Note 7) 277,659 253,288 169,130
Bank savings accounts (Note 4) 172,745 152,248 140,825
Investment from sinking fund (Note 10) 34,973 28,196 687
Others (Note 7) 180,188 – –
P
=996,537 =794,398
P =450,847
P

27. Finance Costs

The finance costs are incurred from the following:

2019 2018 2017


Short-term debt (Note 15) P
=783,027 =298,773
P =228,711
P
Long-term debt (Note 19) 637,639 674,012 522,532
Amortization of debt issuance cost (Note 19) 50,040 42,659 38,389
Accretion on unamortized discount on liabilities
for purchased land and provision for
decommissioning and site rehabilitation costs
(Notes 16 and 20) 32,708 123,134 87,289
Lease liabilities 20,038 − −
P
=1,523,452 =1,138,578
P =876,921
P

*SGVFSM000224*
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28. Other Income - Net

This account consists of:

2019 2018 2017


Forfeitures and cancellation of real estate
contracts P
=1,070,414 =770,951
P =607,216
P
Recoveries from insurance claims and claims
from third party settlement 668,393 287,766 380,079
Sales of fly ash 166,197 189,762 178,932
Rental income (Note 12) 109,833 184,076 123,521
Pension income (Note 23) 24,651 12,417 13,666
Reversal of allowance for doubtful accounts
(Notes 7 and 14) 5,136 − 51,969
Gain on sale of undeveloped parcel of land
(Note 9) − 1,021,763 −
Gain (loss) on sale of property, plant and
equipment - net (Note 13) (14,847) 37,269 144,934
Foreign exchange losses (Note 36) (40,453) (388,172) (363,508)
Gain (loss) on financial asset at FVPL (Note 5) (643,476) 91,592 256,270
Others 72,186 51,555 39,987
P
=1,418,034 =2,258,979
P =1,433,066
P

Gain (loss) on financial asset at FVPL


Net gain on financial assets at FVPL related to the fair value gain settle differences with a retail
electricity supplier. This includes realized loss of P
=398.03 million in 2019 and realized gain of
=65.82 million in 2018 (see Note 5).
P

Recoveries from insurance claims and claims from third party settlement
Recoveries from insurance claims amounting to = P668.39 million and =
P287.77 million in 2019 and
2018, respectively, pertain to the amount reimbursed by the insurer on insured equipment of SLPGC
that were damaged last year. The amount recognized is net of related cost of repairs incurred.
Recoveries from insurance claims in 2017 pertains to the settlement agreement from the EPC
contractor representing compensation for the delay in completion of 2x150 MW coal-fired thermal
power plant and also includes the income on claims from PSALM and NPC.
Others
Others include penalty charges, holding fees, fees for change in ownership, transfer fees, restructuring
fees, lease facilitation fees and others.

29. Income Tax

The provision for income tax shown in the consolidated statement of income consists of:

2019 2018 2017


Current P
=1,962,046 =2,733,108
P =3,081,114
P
Deferred (311,189) 363,744 135,829
Final 108,052 108,387 44,859
P
=1,758,909 =3,205,239
P =3,261,802
P

*SGVFSM000224*
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The components of net deferred tax assets as of December 31, 2019 and 2018 follow:
2019 2018
Deferred tax assets on:
Allowance for:
Expected credit losses P
=516,978 =499,771
P
Inventory obsolescence 21,580 20,218
NOLCO 194,128 3,280
Unrealized gross loss on construction contracts 157,066 113,331
Pension liabilities - net 73,355 45,314
Impairment 47,012 4,588
Unrealized foreign exchange loss 13,390 −
Provision for decommissioning and
site rehabilitation 9,147 10,787
Accruals of expenses 5,491 11,350
Others 77,885 22,465
1,116,032 731,104
Deferred tax liabilities on:
Pension assets - net (1,297) (10,143)
Recoveries from claims from third party
settlement − (99,696)
Unrealized foreign exchange gain − (14,388)
(1,297) (124,227)
P
=1,114,735 =606,877
P

The components of net deferred tax liabilities as of December 31, 2019 and 2018 follow:
2019 2018
Deferred tax assets on:
Pension liabilities - net P
=111,413 =15,069
P
Allowance for:
Expected credit losses 21,421 21,421
Probable losses − 7,648
Deferred commission expense − 165,469
Unamortized discount on payable to landowners − 5,451
132,834 215,058
Deferred tax liabilities on:
Excess of book over tax income pertaining to
real estate sales (3,192,118) (3,342,153)
Effect of business combination (1,338,826) (1,370,931)
Capitalized interest on real estate for sale and
development deducted in advance (380,804) (292,745)
Unrealized gross profit on construction contracts (128,018) (135,472)
Unrealized foreign exchange gain - net (77,741) (107,651)
Deferred commission expense (51,269) −
Pension assets - net (34,743) (30,473)
Unamortized transaction cost on loans payable (32,986) (15,010)
Mine rehabilitation (4,524) (4,524)
Unrealized gain on financial assets at FVPL − (73,633)
Others (103,293) (121,466)
(5,344,322) (5,494,058)
(P
=5,211,488) (P
=5,279,000)

*SGVFSM000224*
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The Group has the following deductible temporary differences, NOLCO and MCIT that are available
for offset against future taxable income or tax payable for which deferred tax assets have not been
recognized:

2019 2018
Allowance for impairment losses P
=280,693 =280,693
P
NOLCO 178,377 2,104,911
Allowance for probable losses 52,957 52,957
Pension liabilities - net 16,993 16,993
MCIT 3,498 3,499

Deferred tax assets are recognized only to the extent that taxable income will be available against
which the deferred tax assets can be used.

The Group did not recognize deferred tax assets on NOLCO and MCIT from the following periods:

Year Incurred NOLCO MCIT Expiry Year


2019 =19,983
P =221
P 2022
2018 157,975 728 2021
2017 419 2,549 2020
=178,377
P =3,498
P

Rollforward analysis of the Group’s NOLCO and MCIT follows:

NOLCO MCIT
2019 2018 2019 2018
Balances at beginning of year =2,104,911
P P4,509,864
= =3,499
P =7,782
P
Additions 19,983 157,975 221 728
Expirations and usage (1,946,517) (2,562,928) (222) (5,011)
Balances at end of year =178,377
P =2,104,911
P =3,498
P =3,499
P

The reconciliation of the statutory income tax rate to the effective income tax rate follows:

2019 2018
Statutory income tax rate 30.00% 30.00%
Adjustments for:
Impairment of goodwill 2.96 −
Changes in unrecognized deferred tax assets 0.98 0.30
Nondeductible expenses 0.90 0.47
NOLCO 0.12 0.04
Effect of OSD (0.34) (0.73)
Excess costs of construction contracts (0.10) (0.37)
Interest income subjected to final tax at a lower
rate - net (0.29) (0.22)
Nontaxable equity in net earnings of associates
and jointly controlled entities (3.26) (2.38)
Income under income tax holiday (19.40) (13.73)
Others (0.98) 0.52
Effective income tax rate 10.59% 13.90%

*SGVFSM000224*
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Registrations with Department of Energy and BOI

a. Certain power generation companies - Registration with the BOI


Certain power generation companies in the Group have been registered with the BOI.
Accordingly, they are entitled, among others, to ITH incentives covering 4 to 10 years. To be
able to avail of the incentives, these companies are required to maintain a minimum equity level.
As of December 31, 2019 and 2018, the Group have complied with the requirements.

In 2019 and 2018, the Group availed of tax incentive in the form of ITH on its income under
registered activities amounting to P
=1,039.74 million and P
=356.73 million, respectively.

b. SMPC - Expanding Producer of Coal


Narra and Molave Minesite
On August 31, 2012 and February 24, 2016, BOI has granted SMPC Certificate of Registration
(COR) as New Producer of Coal in accordance with the provisions of the Omnibus Investments
Code of 1987 in relation to the operation in Narra Minesite (formerly Bobog) (COR No. 2012-
183) and Molave Minesite (COR No. 2017-042), respectively.

As a registered entity, SMPC is entitled to the following incentives for the two CORs, among
others:

(a) ITH incentive for four (4) years from January 2015 and January 2017 for Narra Minesite and
Molave Minesite, respectively, or actual start of commercial operations, whichever is earlier,
but in no case earlier than the date of registration.

(b) Income qualified for ITH availment shall not exceed by more than 10%, the projected
income represented by SMPC in its application provided the project’s actual investments and
employment match SMPC’s representation in the application.

SMPC availed of tax incentive in the form of ITH on its income under registered activities
amounting to =P2,313.56 million, =
P2,992.59 million and =P2,679.13 million in 2019, 2018 and
2017, respectively.

30. Earnings Per Share

The following table presents information necessary to calculate basic/diluted earnings per share on
net income attributable to equity holders of the Parent Company (amounts in thousands, except
basic/diluted earnings per share):

2019 2018 2017


Net income attributable to equity holders
of Parent Company P
=10,533,131 =14,512,939
P =14,764,557
P
Divided by weighted average number
of common shares 13,277,470 13,277,470 13,277,470
Basic/diluted earnings per share P
=0.79 =1.09
P =1.11
P

There were no dilutive potential ordinary shares. Accordingly, no diluted earnings per share is
presented in 2019, 2018 and 2017.

*SGVFSM000224*
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31. Coal Operating Contract with DOE

The DOE issued Coal Operating Contract (COC) to SMPC which gives it the exclusive right to
conduct exploration, development and coal mining operations on Semirara Island. In return for the
mining rights granted to SMPC, the Government is entitled to receive annual royalty payments
consisting of the balance of the gross income after deducting operating expenses, operator’s fee and
special allowance. The DOE, through the Energy Resources Development Bureau, approved the
exclusion of coal produced and used solely by SMPC to feed its power plant in determining the
amount due to DOE. SMPC’s provision for DOE’s share under this contract and to the different LGU
in the province of Antique, under the provisions of the Local Government Code of 1991, amounted to
=3,927.06 million, =
P P3,569.02 million and =P4,306.81 million in 2019, 2018 and 2017, respectively,
included under “Operating expenses” in the consolidated statement of income (see Note 25). Payable
to DOE and LGU amounting to P =855.90 million and P=713.35 million as of December 31, 2019 and
2018, respectively, are included under the “Accounts and other payables” account in the consolidated
statement of financial position (see Note 17).

32. Material Partly-Owned Subsidiary

The financial information of the Group’s subsidiaries with material noncontrolling-interest are
provided below. These information are based on amounts in the consolidated financial statements of
the subsidiary.

Semirara Mining and Power Corporation (SMPC) and Subsidiaries

2019 2018
Consolidated statements of financial position
Current assets P
=21,609,778 =25,688,111
P
Noncurrent assets 50,601,763 45,360,828
Total assets 72,211,541 71,048,938
Current liabilities 13,995,547 20,372,104
Noncurrent liabilities 13,984,810 10,744,148
Total liabilities 27,980,357 31,116,252
Equity P
=44,231,184 =39,932,687
P
Consolidated statements of comprehensive
income
Revenue P
=44,252,105 =41,968,513
P
Cost of sales 26,647,797 20,844,170
Gross profit 17,604,308 21,124,343
Operating expenses (7,369,036) (7,775,795)
Other expenses – net (856,323) (593,665)
Income before income tax 9,378,949 12,754,883
Provision for income tax 295,126 729,501
Net income 9,674,075 12,025,382
Other comprehensive income (loss) (62,393) 50,243
Total comprehensive income P
=9,611,682 =12,075,625
P
(Forward)

*SGVFSM000224*
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2019 2018
Cash flow information
Operating P
=23,936,798 P9,503,159
=
Investing (12,291,754) (8,572,238)
Financing (7,130,144) (7,489,807)
Effect of exchange rate changes on cash and cash
equivalents 39,233 (9,071)
Net increase (decrease) in cash and cash
equivalents P
=4,554,133 (P
=6,567,957)

The accumulated balances of material noncontrolling-interest as at December 31, 2019 and 2018
amounted to = P19,546.85 million and =
P17,695.73 million, respectively. Dividends paid to
noncontrolling interests amounted to P
=2,303.47 million and =P4,010.62 million in 2019 and 2018,
respectively.

In 2018, SMPC bought back own shares of 7,863,000 shares for = P251.61 million. This resulted to an
increase in the effective ownership of the Parent Company on SMPC and its subsidiaries by 0.11%
and the recognition of premium on acquisition of non-controlling interest amounting to
=218.88 million in 2018.
P

33. Goodwill

Goodwill arising from business combination in the Group’s consolidated statement of financial
position relates to the acquisition of the nickel mining entities with operations in Zambales area. The
goodwill recognized amounting to P =1,637.43 million comprises the expected cash flows generated
from the mining rights and properties mainly attributable to CGUs of ZDMC and ZCMC. These
entities were acquired by the Group to strengthen its strategic objective in the nickel mining segment.

Goodwill is tested for impairment on annual basis by assessing the recoverable amount of the CGUs
based on a value in use calculation using cash flow projections from financial budgets covering the
expected mine production. The calculation of the discounted cash flow of the CGUs is most sensitive
to the assumptions on mine production, discount rate, nickel prices, price inflation and the estimate
timing of resumption of operations.

As a result of the analysis, the Group wroteoff the P


=1,637.43 million goodwill attributable to the
Zambales mining assets in 2019. The decline in global nickel prices coupled with lower estimated
ore grade of reserves and certain regulatory restrictions led to the recognition of impairment loss on
goodwill for the year.

34. Leases

The Group as a Lessee


The Group has lease contracts for various items of land, office spaces and foreshore leases used in its
operations. Leases of land and foreshore lease generally have lease terms between five (5) and
25 years, while office spaces generally have lease terms of three (3) to seven (7) years. The Group
also has certain leases of office spaces, warehouse and storage spaces which have lease terms of 12
months or less. The Group applies the ‘short-term lease’ recognition exemption for these leases.

*SGVFSM000224*
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As of December 31, 2019, the movements in the Group's right-of-use assets and lease liabiltiies
follows:

Right-of-use Assets Lease


Land Office space Total Liabilities
Effect of Adoption of PFRS 16
(Note 2) =169,010
P =161,326
P =330,336
P =261,096
P
Additions 4,361 − 4,361 4,361
Depreciation (23,296) (44,986) (68,282)
Payment – – – (67,278)
Accretion – – – 20,038
=150,075
P =116,340
P =266,415
P =218,217
P

The following are the amounts recognized in consolidated statement of income in 2019:

Depreciation expense of right-of-use assets charged to:


Cost of sales and services (Note 24) =23,296
P
Operating expenses (Note 25) 44,986
Expenses relating to short-term leases charged to
operating expenses (Note 25) 19,742
Interest expense on lease liabilities (Note 27) 20,038
=108,062
P

The Group has several lease contracts that include extension and termination options. These options
are negotiated by management to provide flexibility in managing the leased-asset portfolio and align
with the Group’s business needs. Management exercises significant judgement in determining
whether these extension and termination options are reasonably certain to be exercised (see Note 3).

As of December 31, 2019 and 2018, future minimum lease payments under operating lease are as
follows:

2019 2018
Within one year P
=91,300 =127,260
P
After one year but not more than five years 193,425 47,776
More than five years 56,690 162,221
P
=341,415 =337,257
P

Operating Lease - As Lessor


The Group entered into lease agreements with third parties covering its investment property portfolio
(see Note 12). The lease agreements provide for a fixed monthly rental with an escalation of 4.50%
to 7.00% annually and are renewable under the terms and condition agreed with the lessees.

As of December 31, 2019 and 2018, future minimum lease receivables under the aforementioned
operating lease are as follows:

2019 2018
Within one year P
=26,906 =17,527
P
After one year but not more than five years 116,998 28,608
More than five years 13,155 22,979
P
=157,059 =69,114
P

*SGVFSM000224*
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35. Operating Segments

Business Segment Information


For management purposes, the Group is organized into seven (7) major business units that are largely
organized and managed separately according to industry. Reporting operating segments are as
follows:
· Construction and others - engaged in various construction projects and construction-related
businesses such as production and trading of concrete products, handling steel fabrication and
electrical and foundation works.
· Coal mining - engaged in the exploration, mining and development of coal resources on Semirara
Island in Caluya, Antique.
· Nickel mining - engaged primarily in mining and selling nickel ore from existing stockpile in
Acoje mines in Zambales and Berong mines in Palawan.
· Real estate - focused in mid-income residential development carried under the brand name
DMCI Homes.
· On-grid Power - engaged in power generation through coal-fired power plants providing
electricity to distribution utilities and indirect members of WESM.
· Off-grid Power - engaged in power generation through satellite power plants providing electricity
to areas that are not connected to the main transmission grid.
· Water - includes share in net earnings from associates, MWHCI and Subic Water, which are
engaged in water services for the west portion of Metro Manila and Olongapo City and Subic Bay
Freeport, respectively.

No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on revenue, earnings before interest, income taxes and depreciation and amortization
(EBITDA) and operating profit or loss, and is measured consistently in the consolidated financial
statements. The Group’s management reporting and controlling systems use accounting policies that
are the same as those described in Note 2 in the summary of significant accounting policies under
PFRSs.

EBITDA is the measure of segment profit (loss) used in segment reporting and comprises of
revenues, cost of sales and services and selling and general administrative expenses before interest,
taxes and depreciation and amortization.

The Group disaggregates its revenue information in the same manner as it reports its segment
information. The Group, through its on-grid power segment, has electricity sales to a power
distribution utility company that accounts for about 7% and 10% of the Group’s total revenue in 2019
and 2018, respectively.

Group financing (including finance costs and finance income) and income taxes are also managed per
operating segments. Transfer prices between operating segments are on an arm’s length basis in a
manner similar to transactions with third parties.

Business Segments
The following tables present revenue, net income and depreciation and amortization information
regarding business segments for the years ended December 31, 2019, 2018 and 2017 and property,
plant and equipment additions, total assets and total liabilities for the business segments as of
December 31, 2019, 2018 and 2017.

*SGVFSM000224*
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Year ended December 31, 2019


Construction Real Estate Power Power Parent
and Others* Coal Mining Nickel Mining Development On-Grid Off-Grid Water Company Total
Revenue =
P18,770,559 =
P29,085,433 =
P1,610,297 =
P18,584,388 =
P15,169,123 =
P4,541,421 =−
P =−
P =
P87,761,221
Equity in net earnings of associates and joint ventures − 691 − (1,364) − − 1,803,058 − 1,802,385
Other income (expense) 33,378 (14,929) 42,153 1,118,345 214,361 21,366 − 3,360 1,418,034
18,803,937 29,071,195 1,652,450 19,701,369 15,383,484 4,562,787 1,803,058 3,360 90,981,640
Cost of sales and services (before depreciation and 15,852,434 13,855,809 432,747 13,000,136 5,961,492 2,917,280 − − 52,019,898
amortization
Government Share (Note 25) − 3,927,055 − − − − − − 3,927,055
General and administrative expense (before 750,661 648,581 575,095 2,307,468 2,079,807 642,560 − 59,722 7,063,894
depreciation and amortization)
16,603,095 18,431,445 1,007,842 15,307,604 8,041,299 3,559,840 − 59,722 63,010,847
EBITDA 2,200,842 10,639,750 644,608 4,393,765 7,342,185 1,002,947 1,803,058 (56,362) 27,970,793
Other income (expenses)
Finance income (cost) (Notes 26 and 27) (36,656) (511,128) 7,597 331,161 (543,594) (26,105) − 251,810 (526,915)
Impairment of Goodwill − − (1,637,430) − − − − − (1,637,430)
Depreciation and amortization (Notes 24 and 25) (795,172) (3,974,890) (301,529) (332,591) (3,538,027) (253,381) − (6,493) (9,202,083)
Pretax income 1,369,014 6,153,732 (1,286,754) 4,392,335 3,260,564 723,461 1,803,058 188,955 16,604,365
Provision for income tax (Note 29) 384,914 (30,456) 100,874 1,363,867 (221,882) 112,278 − 49,314 1,758,909
Net income = 984,100
P =
P6,184,188 (P
= 1,387,628) =
P3,028,468 =
P3,482,446 = 611,183
P =
P1,803,058 =
P139,641 =
P14,845,456
Net income attributable to noncontrolling-interests 54,317 2,681,085 67,983 8,343 1,500,597 − − − 4,312,325
Net income attributable to equity holders of the
Parent Company =
P929,783 =
P3,503,103 (P
= 1,455,611) =
P3,020,125 =
P1,981,849 =
P611,183 =
P1,803,058 =
P139,641 =
P10,533,131
Segment Assets
Cash =
P3,392,025 =
P3,243,914 =
P865,148 =
P5,897,157 P3,213,170
= = 46,963
P P−
= =
P4,939,446 =
P21,597,823
Receivables and contract assets 9,710,153 1,281,338 49,645 20,192,449 2,654,612 1,483,069 − 6,551 35,377,817
Inventories 1,222,789 6,384,701 321,080 37,593,332 3,834,869 309,682 − − 49,666,453
Investment in associates and joint venture 58,380 51,203 − 825,677 − − − 14,279,098 15,214,358
Fixed assets** 3,659,060 10,000,076 5,190,450 1,722,497 38,556,292 4,446,604 − 9,719 63,584,698
Others 4,052,613 1,632,117 583,995 5,433,339 2,681,923 908,722 − 53,143 15,345,852
=
P22,095,020 =
P22,593,349 =
P7,010,318 =
P71,664,451 =
P50,940,866 =
P7,195,040 =−
P =
P19,287,957 =
P200,787,001
Segment Liabilities
Contract liabilities = 3,501,586
P = 32,124
P P−
= =
P9,624,719 =−
P =−
P P−
= P−
= =
P13,158,429
Short-term and long-term debt 218,562 4,900,000 − 25,786,129 13,697,035 2,304,000 − − 46,905,726
Others 11,662,318 6,199,825 2,190,502 12,801,540 3,302,154 1,663,553 − 64,880 37,884,772
=
P15,382,466 =
P11,131,949 = 2,190,502
P =
P48,212,388 =
P16,999,189 =
P3,967,553 =−
P =
P64,880 =
P97,948,927
Other disclosures
Property, plant and equipment additions (Note 13) =
P1,999,822 =
P3,380,166 =
P92,428 =
P722,283 =
P8,413,577 =
P999,141 =−
P = 2,645
P = 15,610,062
P
Acquisition of land for future development (Note 9) − − − 6,649,655 − − − − 6,649,655
*Revenue from construction segment includes sales and service revenue from Wire Rope.
**Includes property, plant and equipment, investment properties and exploration and evaluation assets

*SGVFSM000224*
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Year ended December 31, 2018


Construction Real Estate Power Power Parent
and Others* Coal Mining Nickel Mining Development On-Grid Off-Grid Water Company Total
Revenue =
P15,011,271 =23,185,658
P =1,211,751
P =20,572,250
P =18,782,906
P =4,079,024
P =−
P =−
P =82,842,860
P
Equity in net earnings of associates and joint ventures − (430) − − − − 1,826,087 − 1,825,657
Other income (expense) 9,685 (328,621) 31,771 1,964,492u 555,540 22,182 − 3,930 2,258,979
15,020,956 22,856,607 1,243,522 22,536,742 19,338,446 4,101,206 1,826,087 3,930 86,927,496
Cost of sales and services (before depreciation and
amortization 12,005,694 9,233,912 294,683 14,481,585 5,203,521 2,939,376 − − 44,158,771
Government Share (Note 25) − 3,569,015 − − − − − − 3,569,015
General and administrative expense (before
depreciation and amortization) 633,521 727,021 509,665 2,263,714 1,822,599 335,980 − 76,906 6,369,406
12,639,215 13,529,948 804,348 16,745,299 7,026,120 3,275,356 − 76,906 54,097,192
EBITDA 2,381,741 9,326,659 439,174 5,791,873 12,312,326 825,850 1,826,087 (72,976) 32,830,304
Other income (expenses)
Finance income (cost) (Notes 26 and 27) (4,124) (361,787) 326 214,485 (452,138) (33,508) − 292,566 (344,180)
Depreciation and amortization (Notes 24 and 25) (700,536) (3,060,127) (116,187) (368,260) (4,962,269) (223,328) − (1,093) (9,431,800)
Pretax income 1,677,081 5,904,745 323,313 5,638,098 6,897,919 569,014 1,826,087 218,497 23,054,324
Provision for income tax (Note 29) 404,678 19,906 128,397 1,762,763 724,427 104,468 − 60,600 3,205,239
Net income =1,272,403
P =5,884,839
P =194,916
P =3,875,335
P =6,173,492
P =464,546
P =1,826,087
P =157,897
P =19,849,085
P
Net income attributable to noncontrolling-interests =40,079
P =2,554,605
P =77,449
P =−
P =2,664,013
P =−
P =−
P =−
P =5,336,146
P
Net income attributable to equity holders of the
Parent Company =1,232,324
P =3,330,234
P =117,467
P =3,875,335
P =3,509,479
P =464,546
P =1,826,087
P =157,897
P =14,512,939
P
Segment Assets
Cash =1,881,020
P =863,765
P =605,546
P P6,158,935
= =1,039,043
P =308,805
P =−
P =4,624,850
P =15,481,964
P
Receivables and contract assets 6,770,091 2,433,171 164,572 17,627,209 4,885,401 1,306,806 − 10,110 33,197,360
Inventories 1,480,882 7,799,002 290,691 30,262,122 4,564,381 294,442 − − 44,691,520
Investment in associates and joint venture 58,380 52,384 − 293,241 − − − 13,826,646 14,230,651
Fixed assets** 2,403,776 11,144,571 5,568,132 1,399,443 33,235,079 3,707,894 − 11,088 57,469,983
Others 3,392,404 2,426,216 2,297,993 5,004,160 3,635,478 501,136 − 75,850 17,333,237
=15,986,553
P =24,719,109
P =8,926,934
P =60,745,110
P =47,359,382
P =6,119,083
P =−
P =18,548,544
P =182,404,715
P
Segment Liabilities
Contract liabilities =3,120,188
P =47,042
P =−
P P8,086,109
= P1,710,015
= =−
P =−
P =−
P =11,253,339
P
Short-term and long-term debt 175,756 7,906,388 − 18,771,488 12,583,200 2,084,500 − − 41,521,332
Others 6,555,522 7,592,050 2,548,493 12,064,517 2,373,213 1,387,346 − 29,444 32,550,585
=9,851,466
P =15,545,480
P =2,548,493
P =38,922,114
P =14,956,413
P =3,471,846
P =−
P =29,444
P =85,325,256
P
Other disclosures
Property, plant and equipment additions (Note 13) =1,068,059
P =4,636,119
P =55,857
P =463,926
P =4,367,137
P =1,446,366
P =−
P =1,753
P =12,039,217
P
Acquisition of land for future development (Note 9) − − − 2,872,017 − − − − 2,872,017
*Revenue from construction segment includes sales and service revenue from Wire Rope.
**Includes property, plant and equipment, investment properties and exploration and evaluation assets.

*SGVFSM000224*
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Year ended December 31, 2017


Construction Real Estate Power Power Parent
and Others* Coal Mining Nickel Mining Development On-Grid Off-Grid Water Company Total
Revenue =13,383,344
P =23,489,591
P =759,267
P =19,903,980
P =20,453,899
P =2,712,659
P =−
P =−
P =80,702,740
P
Equity in net earnings of associates and joint ventures − − − − − − 1,694,046 − 1,694,046
Other income (expense) 52,445 (153,360) 42,193 762,670 710,866 17,663 − 589 1,433,066
13,435,789 23,336,231 801,460 20,666,650 21,164,765 2,730,322 1,694,046 589 83,829,852
Cost of sales and services (before depreciation and
amortization 10,708,122 9,078,062 267,530 12,366,273 5,887,497 1,495,926 − − 39,803,410
Government Share (Note 25) − 4,306,811 − − − − − − 4,306,811
General and administrative expense (before
depreciation and amortization) 512,191 827,953 322,428 2,933,511 1,832,125 555,982 − 77,334 7,061,524
11,220,313 14,212,826 589,958 15,299,784 7,719,622 2,051,908 − 77,334 51,171,745
EBITDA 2,215,476 9,123,405 211,502 5,366,866 13,445,143 678,414 1,694,046 (76,745) 32,658,107
Other income (expenses)
Finance income (cost) (Notes 26 and 27) (9,662) (312,695) (6,661) 117,547 (319,362) (24,270) − 129,029 (426,074)
Depreciation and amortization (Notes 24 and 25) (730,854) (2,822,107) (110,257) (377,755) (3,799,839) (209,271) − (4,678) (8,054,761)
Pretax income 1,474,960 5,988,603 94,584 5,106,658 9,325,942 444,873 1,694,046 47,606 24,177,272
Provision for (benefit from) income tax (Note 29) 381,896 2,785 (10,386) 1,555,651 1,221,890 85,874 − 24,092 3,261,802
Net income =1,093,064
P =5,985,818
P =104,970
P =3,551,007
P =8,104,052
P =358,999
P =1,694,046
P =23,514
P =20,915,470
P
Net income attributable to noncontrolling-interest =40,938
P =2,568,078
P (P=8,053) =−
P =3,549,950
P =−
P =−
P =−
P =6,150,913
P
Net income attributable to equity holders of the
Parent Company =1,052,126
P =3,417,740
P =113,023
P =3,551,007
P =4,554,102
P =358,999
P =1,694,046
P =23,514
P =14,764,557
P
Segment Assets
Cash =1,241,340
P =5,795,920
P =617,074
P P6,297,837
= =2,674,918
P =195,041
P =−
P =8,501,644
P =25,323,774
P
Receivables 5,390,226 2,059,670 101,187 15,868,781 4,128,079 859,706 − 12,339 28,419,988
Inventories 993,776 3,147,852 301,905 27,185,537 2,766,261 303,305 − − 34,698,636
Investment in associates and joint venture 73,613 52,384 − 224,084 − − − 13,110,520 13,460,601
Fixed assets** 2,032,541 10,690,823 5,579,680 1,321,300 33,738,142 2,724,725 − 33,587 56,120,798
Others 3,882,308 1,716,181 2,359,772 2,233,585 2,967,346 555,061 − 76,526 13,790,779
=13,613,804
P =23,462,830
P =8,959,618
P =53,131,124
P =46,274,746
P =4,637,838
P =–
P =21,734,616
P =171,814,576
P
Segment Liabilities
Customers' advances and deposits =−
P =48,733
P =3
P P7,869,698
= =−
P =−
P =−
P =−
P P7,918,434
=
Short-term and long-term debt 126,575 7,391,459 165,518 20,243,111 10,633,019 949,000 − − 39,508,682
Others 8,363,044 8,955,003 2,332,812 7,339,173 2,699,047 1,114,410 − (22,583) 30,780,906
=8,489,619
P =16,395,195
P =2,498,333
P =35,451,982
P =13,332,066
P =2,063,410
P =–
P (P
=22,583) =78,208,022
P
Other disclosures
Property, plant and equipment additions (Note 13) =875,674
P =4,301,913
P =45,311
P =431,280
P =2,038,976
P =379,261
P =−
P =2,357
P =8,074,772
P

Acquisition of land for future development (Note 9) − − − 3,207,417 − − − 3,207,417
*Revenue from construction segment includes sales and service revenue from Wire Rope.
**Includes property, plant and equipment, investment properties and exploration and evaluation asset.

*SGVFSM000224*
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36. Financial Risk Management Objectives and Policies

The Group’s principal financial instruments comprise interest-bearing loans and borrowings. The
main purpose of these financial instruments is to raise financing for its operations and capital
expenditures. The Group also has various significant other financial assets and liabilities, such as
receivables and payables which arise directly from its operations.

The main risks arising from the use of financial instruments are liquidity risk, market risk and credit
risk. The Group’s BOD reviews and approves policies for managing each of these risks and they are
summarized below.

a. Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated
with financial liabilities. The Group seeks to manage its liquidity profile to be able to service its
maturing debts and to finance capital requirements. The Group maintains a level of cash and cash
equivalents deemed sufficient to finance operations.

A significant part of the Group’s financial assets that are held to meet the cash outflows include
cash equivalents and accounts receivables. Although accounts receivables are contractually
collectible on a short-term basis, the Group expects continuous cash inflows. In addition,
although the Group’s short-term deposits are collectible at a short notice, the deposit base is
stable over the long term as deposit rollovers and new deposits can offset cash outflows.

Moreover, the Group considers the following as mitigating factors for liquidity risk:
· It has available lines of credit that it can access to answer anticipated shortfall in sales and
collection of receivables resulting from timing differences in programmed inflows and
outflows.
· It has very diverse funding sources.
· It has internal control processes and contingency plans for managing liquidity risk. Cash
flow reports and forecasts are reviewed on a weekly basis in order to quickly address
liquidity concerns. Outstanding trade receivables are closely monitored to avoid past due
collectibles.
· The Group regularly evaluates its projected and actual cash flows. It also continuously
assesses conditions in the financial markets for opportunities to pursue fund-raising activities.
Fund-raising activities may include bank loans and capital market issues both on-shore and
off-shore which is included in the Group’s corporate planning for liquidity management.

The following table summarizes the maturity profile of the Group’s financial assets and financial
liabilities as of December 31, 2019 and 2018, based on contractual undiscounted cash flows. The
table also analyses the maturity profile of the Group’s financial assets in order to provide a
complete view of the Group’s contractual commitments.
2019
Beyond 1 Beyond 2
Within year to 2 years to 3 Beyond 3
On Demand 1 year years years years Total
Financial assets at amortized cost
Cash in banks and cash equivalents = 21,575,120
P =−
P =−
P =−
P =−
P = 21,575,120
P
Receivables - net
Trade:
Real estate 3,222,984 − − − − 3,222,984
General construction 2,192,686 1,506,976 1,353,069 1,422,638 − 6,475,369
Electricity sales 3,103,158 − − − − 3,103,158
(Forward)

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2019
Beyond 1 Beyond 2
Within year to 2 years to 3 Beyond 3
On Demand 1 year years years years Total
Coal mining = 813,415
P =−
P =−
P =−
P =−
P = 813,415
P
Nickel mining 48,716 − − − − 48,716
Merchandising and others 40,155 58,742 − − − 98,897
Receivables from related
parties 493,464 − − − − 493,464
Other receivables 1,991,798 11,722 − − − 2,003,520
Other assets
Refundable deposits − 356,828 68,491 − − 425,319
Deposit in escrow fund − 181,178 − − − 181,178
Security deposits − − 2,875 − − 2,875
33,481,496 2,115,446 1,424,435 1,422,638 − 38,444,015
Equity investment designated at
FVOCI
Quoted securities 145,700 − − − − 145,700
Unquoted securities 2,177 − − − − 2,177
147,877 − − − − 147,877
Total undiscounted financial assets 33,629,373 2,115,446 1,424,435 1,422,638 − 38,591,892
Other Financial Liabilities
Short-term debt − 2,492,122 − − − 2,492,122
Accounts and other payables* 14,468,952 9,382,155 158,962 71,720 − 24,081,789
Liabilities for purchased land − 673,025 1,037,047 19,303 166,788 1,896,163
Long-term debt 1,921,772 17,065,598 4,221,827 4,923,825 16,280,582 44,413,604
Total undiscounted financial
liabilities 16,390,724 29,612,900 5,417,836 5,014,848 16,447,370 72,883,678
Liquidity gap P17,238,649
= (P
= 27,497,454) (P
= 3,993,401) (P
= 3,592,210) (P
= 16,447,370) (P
= 34,291,786)
*Excludes nonfinancial liabilities.
2018
Beyond 1 Beyond 2
Within year to 2 years to 3 Beyond 3
On Demand 1 year years years years Total
Financial assets at amortized cost
Cash in banks and cash equivalents =
P15,465,119 =−
P =−
P =−
P =−
P =15,465,119
P
Receivables - net
Trade:
Real estate 2,075,202 − − − − 2,075,202
General construction 620,735 3,701,448 − − − 4,322,183
Electricity sales 4,916,490 819,390 − − − 5,735,880
Coal mining 2,362,775 − − − − 2,362,775
Nickel mining − 87,223 − − − 87,223
Merchandising and others 40,103 32,014 − − − 72,117
Receivables from related
parties 202,624 − − − − 202,624
Other receivables 1,887,422 − − − − 1,887,422
Other assets
Refundable deposits − 240,118 78,047 − − 318,165
Deposit in escrow fund 48,043 − − − − 48,043
Security deposits − − 5,436 − − 5,436
27,618,513 4,880,193 83,483 − − 32,582,189
Financial asset at FVTPL − 91,810 76,817 76,817 − 245,444
27,618,513 4,972,003 160,300 76,817 − 32,957,847
Equity investment designated at
FVOCI
Quoted securities 128,037 − − − − 128,037
Unquoted securities 2,177 − − − − 2,177
130,214 − − − − 130,214
Total undiscounted financial assets 27,748,727 4,972,003 160,300 76,817 − 32,957,817
Other Financial Liabilities
Short-term debt − 7,015,276 − − − 7,015,276
Accounts and other payables* 450,445 19,081,829 2,037,251 − − 21,569,525
Liabilities for purchased land − 502,591 1,250,337 82,428 166,787 2,002,143
Long-term debt − 6,342,766 12,321,163 4,692,908 11,149,219 34,506,056
Total undiscounted financial
liabilities 450,445 32,942,462 15,608,751 4,775,336 11,316,006 65,093,000
Liquidity gap =27,298,282
P (P
=27,970,459) (P
=15,448,451) (P
=4,698,519) (P
=11,316,006) (P
=32,135,153)
*Excludes non-financial liabilities.

*SGVFSM000224*
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b. Market Risk
Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may
result from changes in the price of a financial instrument. The value of a financial instrument
may change as a result of changes in equity prices, market prices, interest rates and foreign
currency exchange rates.

The sensitivity analyses have been prepared on the following bases:


· Equity price risk - movements in equity indices
· Market price risk - movements in one-year historical coal and nickel prices
· WESM price risk - movement in WESM price for energy
· Interest rate risk – movement in market interest rate on unsecured bank loans
· Foreign currency risk - yearly movement in the foreign exchange rates

The assumption used in calculating the sensitivity analyses of the relevant income statement item
is the effect of the assumed changes in respective market risks. This is based on the financial
assets and financial liabilities held at December 31, 2018 and 2017.

c. Equity Price Risk


The Group’s equity price risk exposure at year-end relates to financial assets whose values will
fluctuate as a result of changes in market prices, principally, equity securities classified as Equity
investment designated at FVOCI.

Quoted securities are subject to price risk due to changes in market values of instruments arising
either from factors specific to individual instruments or their issuers or factors affecting all
instruments traded in the market. The Group’s market risk policy requires it to manage such risks
by setting and monitoring objectives and constraints on investments; diversification plan; and
limits on investment in each industry or sector.

The analyses below are performed for reasonably possible movements in the Philippine Stock
Exchange (PSE) index for quoted shares and other sources for golf and club shares with all other
variables held constant, showing the impact on equity:

Effect on equity
Change in variable (Other comprehensive income)
2019 2018 2019 2018
PSE +21.01% +14.42% (P
=2,388) (P
=260)
-21.01% -14.42% 2,388 260

Others +13.56% +47.89% 1,541 67,604


-13.56% -47.89% (1,541) (67,604)

The sensitivity analyses shown above are based on the assumption that the movement in PSE
composite index and other quoted equity securities will be most likely be limited to an upward or
downward fluctuation of 21.01% and 13.56% in 2019 and 14.42% and 47.89% in 2018,
respectively.

The Group, used as basis of these assumptions, the annual percentage change in PSE composite
index and annual percentage change of quoted prices as obtained from published quotes of golf
and club shares.

*SGVFSM000224*
- 103 -

The impact of sensitivity of equity prices on the Group’s equity excludes the impact on
transactions affecting the consolidated statement of income.

d. Commodity Price Risk


Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices (other than those arising from interest rate risk or currency
risk), whether those changes are caused by factors specific to the individual financial instrument
or its issuer, or factors affecting all similar financial instruments traded in the market.

Coal
The price that the Group can charge for its coal is directly and indirectly related to the price of
coal in the world coal market. In addition, as the Group is not subject to domestic competition in
the Philippines, the pricing of all of its coal sales is linked to the price of imported coal. World
thermal coal prices are affected by numerous factors outside the Group’s control, including the
demand from customers which is influenced by their overall performance and demand for
electricity. Prices are also affected by changes in the world supply of coal and may be affected
by the price of alternative fuel supplies, availability of shipping vessels as well as shipping costs.

As the coal price is reset on a periodic basis under coal supply agreements, this may increase its
exposure to short-term coal price volatility.

There can be no assurance that world coal prices will be sustained or that domestic and
international competitors will not seek to replace the Group in its relationship with its key
customers by offering higher quality, better prices or larger guaranteed supply volumes, any of
which would have a materially adverse effect on the Group’s profits.

To mitigate this risk, the Group continues to improve the quality of its coal and diversify its
market from power industry, cement industry, other local industries and export market. This will
allow flexibility in the distribution of coal to its target customers in such manner that minimum
target average price of its coal sales across all its customers will still be achieved. Also, in order
to mitigate any negative impact resulting from price changes, it is the Group’s policy to set
minimum contracted volume for customers with long term supply contracts for each given period
(within the duration of the contract) and pricing is negotiated on a monthly basis to even out the
impact of any fluctuation in coal prices, thus, protecting its target margin. The excess volumes
are allocated to spot sales which may command different price than those contracted already since
the latter shall follow pricing formula per contract.

Nevertheless, on certain cases temporary adjustments on coal prices with reference to customers
following a certain pricing formula are requested in order to recover at least the cost of coal if the
resulting price is abnormally low vis-à-vis cost of production (i.e., abnormal rise in cost of fuel,
foreign exchange).

Below are the details of the Group’s coal sales to the domestic market and to the export market
(as a percentage of total coal sales volume):

2019 2018
Domestic market 21.46% 43.67%
Export market 78.54% 56.33%
100.00% 100.00%

*SGVFSM000224*
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The following table shows the effect on income before income tax should the change in the prices
of coal occur based on the inventory of the Group as of December 31, 2019 and 2018 with all
other variables held constant. The change in coal prices used in the simulation assumes
fluctuation from the lowest and highest price based on 1-year historical price movements in 2019
and 2018.

Effect on income before income tax


Change in coal price 2019 2018
Based on ending coal inventory
Increase by 27% in 2019 and 21% in 2018 P
=302,989 P394,955
=
Decrease by 27% in 2019 and 21% in 2018 (302,989) (394,955)

Based on coal sales volume


Increase by 23% in 2019 and 21% in 2018 P
=3,422,916 P1,835,205
=
Decrease by 23% in 2019 and 21% in 2018 (3,422,916) (1,835,205)

e. WESM Price Risk


This is the risk relating to the movement of WESM and its impact to the derivatives arising from
the contract of differences discussed in Note 5.

The following table demonstrates the sensitivity to a reasonably possible change in WESM prices
compared to the strike price of P
=3.75 and P
=3.35 in 2019 and 2018, respectively, with all variables
held constant of the Group’s income before taxes (amounts in thousands).

2019 2018
Increase by 2% in average WESM price (P
=1,069,563) (P
=481,800)
Decrease by 2% in average WESM price 219,000 219,000

f. Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group’s exposure to market risk for
changes in interest rates relates primarily to the Group’s long-term debt obligations. The Group’s
policy is to manage its interest cost using a mix of fixed and variable rate debt.

The following table demonstrates the sensitivity of the Group’s income before income tax and
equity to a reasonably possible change in interest rates, with all variables held constant, through
the impact on floating rate borrowings:

2019
Effect on income
Change in before
basis points income tax Effect on equity
Dollar floating rate borrowings +100 bps =−
P =−
P
-100 bps − −

Peso floating rate borrowings +100 bps 37,484 26,239


-100 bps (37,484) (26,239)

*SGVFSM000224*
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2018
Effect on income
Change in before
basis points income tax Effect on equity
Dollar floating rate borrowings +100 bps =23,251
P =16,276
P
-100 bps (23,251) (16,276)

Peso floating rate borrowings +100 bps 321,809 225,266


-100 bps (321,809) (225,266)

The sensitivity analyses shown above are based on the assumption that the interest movements
will be more likely be limited to hundred basis points upward or downward fluctuation in both
2019 and 2018. The forecasted movements in percentages of interest rates used were derived
based on the Group’s historical changes in the market interest rates on unsecured bank loans.

g. Foreign Currency Risk

Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. The Group’s currency risks arise mainly from cash
and cash equivalents, receivables, accounts and other payable, short-term loans and long-term
loans of the Group which are denominated in a currency other than the Group’s functional
currency. The effect on the Group’s consolidated statement of income is computed based on the
carrying value of the floating rate receivables as at December 31, 2019 and 2018.

The Group does not have any foreign currency hedging arrangements.

The following tables demonstrates the sensitivity to a reasonably possible change in foreign
exchange rates, with all variables held constant, of the Group’s income before income tax (due to
changes in the fair value of monetary assets and liabilities):

Increase (decrease) in Effect on income


foreign currency rate before income tax (in PHP)
2019 2018 2019 2018
US Dollar1 +3.37% +0.36% (74,051) (15,596)
-3.37% -0.36% 74,051 15,596
Japanese Yen2 +3.90% +2.41% 6,870 14
-3.90% -2.41% (6,870) (14)
Singaporean Dollar3 +3.5% − 9,976 −
-3.5% − (9,976) −
UK Pounds4 +6.47% +2.04% 462 151
-6.47% -2.04% (462) (151)
E.M.U. Euro5 +0.76% +2.87% (462) (651)
-0.76% -2.87% 462 651
Australian Dollar6 +12.82% +0.48% (53,738) (8,196)
-12.82% -0.48% 53,738 8,196
1. The exchange rates used were P
=50.64 to $1 and P=52.80 to $ for the year ended December 31, 2019 and 2018, respectively.
2 The exchange rates used were P=0.46 to ¥1 and =
P0.48 to ¥1 for the year ended December 31, 2019 and 2018, respectively.
3.The exchange rates used were P=37.49 to SGD 1 for the year ended December 31, 2019.
4.The exchange rates used were P=65.99 to £1 and P
=66.73 to £1 for the year ended December 31, 2019 and 2018, respectively.
5 The exchange rates used were P=56.35 to €1 and P
=60.31 to €1 for the year ended December 31, 2019 and 2018, respectively.
6.The exchange rates used were P=35.26 to AUD 1 and P =37.08 to AUD 1 for the year ended December 31, 2019 and 2018, respectively.

*SGVFSM000224*
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Information on the Group’s foreign currency-denominated monetary assets and liabilities and
their Philippine peso equivalents as of December 31, 2019 and 2018 follows:
2019
Japanese Singaporean Australian Equivalent
U.S. Dollar Yen Dollar UK Pounds E.M.U Euro Dollar in PHP
Financial assets
Cash and cash
equivalents $55,216 ¥37,306 − £26 €164 $− P2,824,458
=
Receivables 17,136 343,638 $287 82 1,251 44,215 2,673,609
Advances 300 − − − − − 15,191
72,652 380,944 287 108 1,415 44,215 5,513,258

Financial liabilities
Accounts payable and
accrued expenses ($27,774) (¥9) ($2) £− (€344) $− (P
= 1,426,204)
Long-term loans (1,449) − − − − − (73,521)
(29,223) (9) (2) − (344) − (1,499,725)
$43,429 ¥380,935 $285 £108 €1,071 $44,215 = 4,013,533
P

2018
Japanese Australian Equivalent
U.S. Dollar Yen UK Pounds E.M.U Euro Dollar in PHP
Financial assets
Cash and cash equivalents $9,614 ¥5,882 £111 €10 $− =511,063
P
Receivables 27,168 − − − 46,463 3,152,004
36,782 5,882 111 10 46,463 3,663,067
Financial liabilities
Accounts payable and accrued
expenses (75,520) (4,682) − (386) − (3,918,815)
Long-term loans (44,221) − − − − (2,325,138)
(119,741) (4,682) − (386) − (6,243,953)
($82,959) ¥1,200 £111 (€376) $46,463 (P
=2,550,886)

The effect on the Group’s income before tax is computed on the carrying value of the Group’s
foreign currency denominated financial assets and liabilities as at December 31, 2019 and 2018.

h. Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the
other party by failing to discharge an obligation. The Group’s maximum exposure to credit risk
for the components of the consolidated statement of financial position at December 31, 2019 and
2018 is the carrying amounts except for real estate receivables. The Group’s exposure to credit
risk arises from default of the counterparties which include certain financial institutions, real
estate buyers, subcontractors, suppliers and various electric companies. Credit risk management
involves dealing only with recognized, creditworthy third parties. It is the Group’s policy that all
counterparties who wish to trade on credit terms are subject to credit verification procedures. The
Treasury Department’s policy sets a credit limit for each counterparty. In addition, receivable
balances are monitored on an ongoing basis. The Group’s financial assets are not subject to
collateral and other credit enhancement except for real estate receivables. As of
December 31, 2019 and 2018, the Group’s exposure to bad debts is significant for the power
on-grid segment and those with doubtful of collection had been provided with allowance as
discussed in Note 7.

Real estate contracts


Customer credit risk is managed by each business unit subject to the Group’s established policy,
procedures and control relating to customer credit risk management. Credit quality of a customer
is assessed based on an extensive credit rating scorecard and individual credit limits are defined
in accordance with this assessment. Outstanding customer receivables and contract assets are
regularly monitored.

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An impairment analysis starting 2018 is performed at each reporting date using a provision
matrix to measure expected credit losses (using incurred loss model prior to adoption of PFRS 9).
The provision rates are based on days past due for groupings of various customer segments with
similar loss patterns (i.e., by geographical region, product type, customer type and rating, and
coverage by letters of credit or other forms of credit insurance). The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and supportable
information that is available at the reporting date about past events, current conditions and
forecasts of future economic conditions.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of
financial assets disclosed in Note 2. Title of the real estate property is only transferred to the
customer if the consideration had been fully paid. In case of default, after enforcement activities,
the Group has the right to cancel the sale and enter into another CTS to another customer after
certain proceedings (e.g. grace period, referral to legal, cancellation process, reimbursement of
previous payments) had been completed. Given this, based on the experience of the Group, the
maximum exposure to credit risk at the reporting date is nil considering that fair value less cost to
repossess of the real estate projects is higher than the exposure at default (i.e., recovery rate is
more than 100%). The Group evaluates the concentration of risk with respect to trade receivables
and contract assets as low, as its customers are located in several jurisdictions and industries and
operate in largely independent markets.

Electricity sales
The Group earns substantially all of its revenue from bilateral contracts, WESM and from various
electric companies. WESM and the various electric companies are committed to pay for the
energy generated by the power plant facilities.

Under the current regulatory regime, the generation rate charged by the Group to WESM is
determined in accordance with the WESM Price Determination Methodology (PDM) approved
by the ERC and are complete pass-through charges to WESM. PDM is intended to provide the
specific computational formula that will enable the market participants to verify the correctness
of the charges being imposed. Likewise, the generation rate charged by the Group to various
electric companies is not subject to regulations and are complete pass-through charges to various
electric companies.

Mining
The Group evaluates the financial condition of the local customers before deliveries are made to
them. On the other hand, export sales are covered by sight letters of credit issued by foreign
banks subject to the Group’s approval, hence, mitigating the risk on collection.

The Group generally offers 80% of coal delivered payable within thirty (30) days upon receipt of
billing and the remaining 20% payable within 15 days after receipt of final billing based on final
analysis of coal delivered.

Construction contracts
The credit risk for construction receivables is mitigated by the fact that the Group can resort to
carry out its contractor’s lien over the project with varying degrees of effectiveness depending on
the jurisprudence applicable on location of the project. A contractor’s lien is the legal right of the
Group to takeover the projects-in-progress and have priority in the settlement of contractor’s
receivables and claims on the projects-in-progress and have priority in the settlement of
contractor’s receivables and claims on the projects in progress is usually higher than receivables

*SGVFSM000224*
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from and future commitments with the project owners. Trade and retention receivables from
project owners are normally high standard because of the creditworthiness of project owners and
collection remedy of contractor’s lien accorded contractor in certain cases.

The provision matrix is initially based on the Group’s historical observed default rates. The
Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information.

Generally, trade receivables are writtenoff when deemed unrecoverable and are not subject to
enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying
value of each class of financial assets.

With respect to the credit risk arising from the other financial assets of the Group, which
comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the
counterparty, with a maximum exposure equal to the carrying amount of these instruments. The
Group transacts only with institutions or banks that have proven track record in financial
soundness.

Given the Group’s diverse base of counterparties, it is not exposed to large concentrations of
credit risk.

The information about the credit risk exposure on the Group’s receivables and contract assets
using a provision matrix and the credit quality of other financial assets is as follows:
2019
Past due or
Neither past due nor impaired Individually
Grade A Grade B Grade C Impaired Total
Cash in bank and cash equivalents P
= 21,575,120 P
=− P
=− P
=− P
= 21,575,120
Equity investment designated at FVOCI
Quoted − 145,700 − − 145,700
Unquoted − 2,177 − 108,211 110,388
Receivables
Trade
Real estate 3,222,984 − − 10,516 3,233,500
Electricity sales 1,701,280 − 313,547 2,631,228 4,646,055
General construction 3,108,704 − − 3,391,081 6,499,785
Coal mining 659,880 − − 195,463 855,343
Nickel mining 48,716 − − 68,191 116,907
Merchandising 71,385 17,506 10,006 6,540 105,437
Receivable from related parties 493,464 − − − 493,464
Other receivables 2,003,520 − − − 2,003,520
Security deposits 2,875 − − − 2,875
Refundable deposits 425,319 − − − 425,319
Deposit in escrow funds 181,178 − − − 181,178
Financial asset at FVTPL − − − − −
Total 33,494,425 165,383 323,553 6,411,230 40,394,591
Allowance for expected
credit losses:
Real estate P
=− P
=− P
=− P
= 10,516 P
=10,516
General construction − − − 24,416 24,416
Electricity sales − − − 1,542,897 1,542,897
Coal mining − − − 41,928 41,928
Nickel mining − − − 68,191 68,191
Merchandising and others − − − 6,540 6,540
Total allowance − − − 1,694,488 1,694,488
Net amount P
= 33,494,425 P
= 165,383 P
= 323,553 P
= 4,716,742 P
= 38,700,103

*SGVFSM000224*
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2018
Past due or
Neither past due nor impaired Individually
Grade A Grade B Grade C Impaired Total
Cash in bank and cash equivalents =15,465,119
P =−
P =−
P =−
P P
=15,465,119
Equity investment designated at FVOCI
Quoted − 128,037 − − 128,037
Unquoted − 2,177 − 108,211 110,388
Receivables
Trade
Real estate 2,075,202 − − 537 2,075,739
Electricity sales 4,388,826 57,890 327,022 2,503,977 7,277,715
General construction 3,237,753 − − 1,120,522 4,358,275
Coal mining 2,196,589 − − 208,113 2,404,702
Nickel mining 58,563 − − 95,670 154,233
Merchandising 72,117 − − − 72,117
Receivable from related parties 202,624 − − − 202,624
Other receivables 1,887,422 − − − 1,887,422
Security deposits 5,436 − − − 5,436
Refundable deposits 318,165 − − − 318,165
Deposit in escrow funds 48,043 48,043
Financial asset at FVTPL 245,444 − − − 245,444
Total 30,201,303 188,104 327,022 4,037,030 34,753,459
Allowance for expected credit losses:
Real estate − − − 537 537
General construction − − − 36,092 36,092
Electricity sales − − − 1,541,835 1,541,835
Coal mining − − − 41,927 41,927
Nickel mining − − − 67,010 67,010
Total allowance − − − 1,687,401 1,687,401
Net amount P
=30,201,303 =188,104
P =327,022
P =2,349,629
P P
=33,066,058

Cash and Cash Equivalents and deposits in escrow fund


Cash and cash equivalents are short-term placements and working cash fund placed, invested or
deposited in foreign and local banks belonging to top 10 banks in the Philippines in terms of
resources and profitability. Deposit in escrow fund pertains to fund deposits for securing LTS of
Group;s real estate projects. These financial assets are classified as Grade A due to the
counterparties’ low probability of insolvency.

Equity investment designated at FVOCI


The Group’s Equity investment designated at FVOCI are classified as Grade B because these
assets are susceptible to untoward consequences due to the current financial positions of
counterparties.

Receivables
Included under Grade A are accounts considered to be of high value and are covered with coal
supply, power supply, and construction contracts. The counterparties have a very remote
likelihood of default and have consistently exhibited good paying habits. Grade B accounts are
active accounts with minimal to regular instances of payment default, due to collection issues or
due to government actions or regulations. These accounts are typically not impaired as the
counterparties generally respond to credit actions and update their payments accordingly. The
Group determines financial assets as impaired when probability of recoverability is remote and in
consideration of lapse in period which the asset is expected to be recovered.

For real estate receivables, and other receivables, Grade A are classified as financial assets with
high credit worthiness and probability of default is minimal. While receivables under Grade B
and C have favorable and acceptable risk attributes, respectively, with average credit worthiness.

*SGVFSM000224*
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Receivable from related parties are considered Grade A due to the Group’s positive collection
experience.

Starting 2018, an impairment analysis (using incurred loss model prior to adoption of PFRS 9 as
discussed in Note 2) is performed at each reporting date using a provision matrix to measure
expected credit losses. The provision rates are based on days past due for groupings of customer
segments with similar loss patterns (i.e., by geographical region, payment scheme, type of
customers, etc.). The calculation reflects the probability-weighted outcome and reasonable and
supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions.

Security and Refundable Deposits


Security and refundable deposits are classified as Grade A since these are to be refunded by the
lessor and utility companies at the end of lease term and holding period, respectively, as
stipulated in the agreements.

As of December 31, 2019 and 2018, the aging analysis of the Group’s past due financial assets
presented per class follows:
2019
Past due but not impaired Past due and
<30 days 30-60 days 61-90 days 91-120 days >120 days impaired Total
Receivables
Trade
Real estate =−
P =−
P =−
P P−
= P−
= P10,516
= = 10,516
P
General construction 315,889 222,911 2,827,865 − − 24,416 3,391,081
Electricity sales 198,990 251,294 131,237 13,364 493,446 1,542,897 2,631,228
Coal mining 146,338 7,197 − − − 41,928 195,463
Nickel mining − − − − − 68,191 68,191
Merchandising and
others − − − − − 6,540 6,540
= 661,217
P = 481,402 P
P = 2,959,102 = 13,364
P = 493,446 P
P = 1,694,488 P
= 6,303,019
2019
Past due but not impaired Past due and
<30 days 30-60 days 61-90 days 91-120 days >120 days impaired Total
Receivables
Trade
Real estate =−
P =−
P =−
P P−
= P−
= P10,516
= = 10,516
P
General construction 315,889 222,911 2,827,865 − − 24,416 3,391,081
Electricity sales 198,990 251,294 131,237 13,364 493,446 1,542,897 2,631,228
Coal mining 146,338 7,197 − − − 41,928 195,463
Nickel mining − − − − − 68,191 68,191
Merchandising and
others − − − − − 6,540 6,540
= 661,217
P = 481,402 P
P = 2,959,102 = 13,364
P = 493,446 P
P = 1,694,488 = 6,303,019
P

2019
Past due but not impaired Past due and
<30 days 30-60 days 61-90 days 91-120 days >120 days impaired Total
Receivables
Trade
Real estate =−
P =−
P =−
P P−
= P−
= P10,516
= = 10,516
P
General construction 315,889 222,911 2,827,865 − − 24,416 3,391,081
Electricity sales 198,990 251,294 131,237 13,364 493,446 1,542,897 2,631,228
Coal mining 146,338 7,197 − − − 41,928 195,463
Nickel mining − − − − − 68,191 68,191
Merchandising and
others − − − − − 6,540 6,540
= 661,217
P = 481,402 P
P = 2,959,102 = 13,364
P = 493,446 P
P = 1,694,488 = 6,303,019
P

*SGVFSM000224*
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2018
Past due but not impaired Past due and
<30 days 30-60 days 61-90 days 91-120 days >120 days impaired Total
Receivables
Trade
Real estate =−
P =−
P =−
P =−
P =−
P =537
P =537
P
General construction 99,271 48,559 31,423 53,050 852,127 36,092 1,120,522
Electricity sales 510,467 61,989 89,281 37,159 263,246 1,541,835 2,503,977
Coal mining 112,305 − − 53,880 − 41,927 208,112
Nickel mining 20,655 − − 8,005 − 67,010 95,670
=742,698
P =110,548
P =120,704
P =152,094
P =1,115,373
P =1,687,401
P =3,928,818
P

The repossessed lot and residential houses are transferred back to inventory under the account
Real estate for sale and held for development and are held for sale in the ordinary course of
business. The total of these inventories is P
=277.29 million and P=290.94 million at
December 31, 2019 and 2018, respectively. The Group performs certain repair activities on the
said repossessed assets in order to put their condition at a marketable state. Costs incurred in
bringing the repossessed assets to its marketable state are included in their carrying amounts.

The Group did not accrue any interest income on impaired financial assets.

Fair Value of Financial Instruments


The table below presents a comparison by category of carrying amounts and estimated fair values of
all the Group’s financial instruments as of December 31, 2019 and 2018:

2019 2018
Carrying Value Fair Value Carrying Value Fair Value
Loans and Receivables
Cash and cash equivalents
Cash in banks P
=6,894,723 P
=6,894,723 P6,315,956
= P6,315,956
=
Cash equivalents 14,680,397 14,680,397 9,149,163 9,149,163
Receivables - net
Trade
Real estate 3,222,984 3,222,984 2,075,202 2,075,202
General construction 6,475,369 6,475,369 4,322,183 4,322,183
Electricity sales 3,103,158 3,103,158 5,735,880 5,735,880
Coal mining 813,415 813,415 2,362,775 2,362,775
Nickel mining 48,716 48,716 87,223 87,223
Merchandising and others 105,437 105,437 72,117 72,117
Receivable from related parties 493,464 493,464 202,624 202,624
Other receivables 2,003,520 2,003,520 1,887,422 1,887,422
Refundable deposits 425,319 425,319 318,165 318,165
Deposit in escrow fund 181,178 181,178 48,043 48,043
Security deposits 2,875 2,875 5,436 5,436
38,450,555 38,450,555 32,582,189 32,582,189
Financial assets at FVTPL
Financial assets at FVTPL − − 245,443 245,443
Equity investment designated at
FVOCI
Quoted securities 145,700 145,700 128,037 128,037
Unquoted securities 2,177 2,177 2,177 2,177
147,877 147,877 375,657 375,657
P
=38,598,432 P
=38,598,432 =32,957,846
P =32,957,846
P
Other Financial Liabilities
Accounts and other payables P
=24,081,789 P
=24,081,789 =24,567,139
P =24,567,139
P
Liabilities for purchased land 1,896,163 1,768,441 2,002,143 1,748,219
Short-term and long-term debt 46,905,726 50,118,367 41,521,332 40,083,445
P
=72,883,678 P
=75,968,597 =68,090,614
P =66,398,803
P

*SGVFSM000224*
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Financial assets
The fair values of cash and cash equivalents and receivables (except installment contract receivables)
approximate their carrying amounts as of reporting dates due to the short-term nature of the
transactions.

The fair values of installment contracts receivables are based on the discounted value of future cash
flows using the applicable rates for similar types of loans and receivables. The discount rates used for
installment contracts receivable range from 3.42% to 4.07% in 2019.

Refundable deposits are carried at cost since these are mostly deposits to a utility company as a
consequence of its subscription to the electricity services of the said utility company needed for the
Group’s residential units.Financial assets

In the absence of a reliable basis of determining fair values due to the unpredictable nature of future
cash flows and the lack of suitable methods in arriving at a reliable fair value, security deposits other
than those pertaining to operating leases and unquoted equity investment designated at FVOCI are
carried at cost less impairment allowance, if any.

Financial liabilities
The fair values of accounts and other payables and accrued expenses and payables to related parties
approximate their carrying amounts as of reporting dates due to the short-term nature of the
transactions.

Estimated fair value of long-term fixed rate loans and liabilities for purchased land are based on the
discounted value of future cash flows using the applicable rates for similar types of loans with
maturities consistent with those remaining for the liability being valued. For floating rate loans, the
carrying value approximates the fair value because of recent and regular repricing (quarterly) based
on market conditions.

The discount rates used for long term debt range from 3.11% to 7.02% and 3.05% to 4.91% in 2019
and 2018. The discount rates used for liabilities for purchased land range from 3.42% to 4.06% in
2019 and 6.80% to 7.02% in 2018.

Fair values of receivables, long-term debt, liabilities for purchased land and investment properties are
based on Level 3 inputs while that of quoted Equity investment designated at FVOCI and financial
assets at FVTPL are from Level 1 inputs.

There has been no reclassification from Level 1 to Level 2 or 3 category as of December 31, 2019 and
2018.

37. Contingencies and Commitments

a. SCPC - Provision for Billing Disputes

On October 20, 2010, SCPC filed a Petition for dispute resolution (“Petition”) before the ERC
against NPC and PSALM involving over-nominations made by NPC during the billing periods
January to June 2010 beyond the 169,000 kW Manila Electric Group (MERALCO) allocation of
SCPC, as provided under the Schedule W of the Asset Purchase Agreement (APA).

*SGVFSM000224*
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In its Petition, SCPC sought to recover the cost of energy (a) sourced by SCPC from WESM in
order to meet NPC’s nominations beyond the 169,000 kW MERALCO contracted demand, or (b)
procured by NPC from the WESM representing energy nominated by NPC in excess of the
169,000 kW limit set in Schedule W, cost of which was charged by PSALM against SCPC. In
relation to this, NPC withheld the payments of MERALCO and remitted to SCPC the collections,
net of the cost of the outsourced energy.

SCPC has likewise sought to recover interest on the withheld MERALCO payments collected by
PSALM that is unpaid to SCPC as of due date, to be charged at the rate of 6% computed from the
date of SCPC’s extrajudicial demand until full payment by PSALM.

During the preliminary conference scheduled on November 25, 2010, the ERC’s hearing officer
directed the parties to explore the possibility of settling the dispute amicably. As the parties
failed to arrive at a compromise during the prescribed period, hearings resumed with the conduct
of preliminary conference on February 23, 2011, without prejudice to the result of any further
discussions between the parties for amicable settlement. The ERC set the next hearing for the
presentation of witnesses on March 22 and 23, 2011.

In 2010, SCPC wrote-off the total amount withheld by NPC, which amounted to P =383.29 million.
Though a provision has already been made, SCPC has not waived its right to collect the said
amount in case the outcome of the dispute resolution would be a favorable settlement for SCPC.
The provision will be reversed and an income would be recognized in the ‘Other income-net’
account upon collection of the said receivable.

On July 6, 2011, the ERC rendered its Decision in favor of SCPC and directed the parties, among
others to submit the reconciled computation of the over-nominations and other MERALCO
payments withheld by PSALM during the periods January 2010 to June 2010, and for PSALM to
return to SCPC the reconciled amount plus 6% per annum as interests. PSALM’s Motion for
Reconsideration on the Decision was denied by ERC on February 13, 2012 for lack of merit.

On April 24, 2012, SCPC and PSALM each filed their Compliance submitting the reconciled
computations of the over-nominations and other MERALCO payments withheld by PSALM, as
agreed upon by the parties, in the principal amount of =
P476.00 million.

On December 4, 2013, SCPC filed a Motion for Issuance of Writ of Execution praying to direct
PSALM to remit the Principal Amount, including interest of 6% per annum computed from
August 4, 2010 until the date of actual payment, as well as the value added tax collected by
PSALM from MERALCO, pursuant to the ERC’s Decision dated July 6, 2011 and Order dated
February 13, 2012.

On June 23, 2014, the ERC issued an Order granting the Writ of Execution in favor of SCPC and
called a clarificatory conference on September 3, 2014 for the parties to discuss the details of the
execution. PSALM filed a Motion for Reconsideration of the ERC’s Order dated June 23, 2014.

On September 3, 2014 clarificatory conference, the ERC directed the parties to discuss how they
could mutually carry out the execution granted by the ERC in favor of SCPC and likewise (1)
granted SCPC 10 days to file its Comment/Opposition to PSALM’s motion for reconsideration;
and, (2) ordered PSALM to file its Compliance and submit a copy of the 3rd Indorsement dated
May 29, 2014 issued by the General Counsel of the Commission on Audit to PSALM.

On September 11, 2014, PSALM filed its Compliance and duly submitted the 3rd Indorsement.
On September 15, 2014, SCPC filed its Opposition to PSALM’s Motion for Reconsideration.

*SGVFSM000224*
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On July 18, 2017, the ERC issued an Order granting PSALM’s Motion for Reconsideration (MR)
and setting aside its Order dated 23 June 2014. In the said Order, the ERC stated that the grant of
PSALM’s motion is without prejudice to the filing of SCPC of the appropriate money claims with
Commission on Audit (COA).

b. PSALM’s Petition for Review before the Court of Appeals and Supreme Court of the Philippines

Meanwhile, PSALM filed a Petition for Review with Prayer for Temporary Restraining Order
and/or Preliminary Injunction with the Court of Appeals on March 30, 2012, questioning the
ERC’s decision dated July 6, 2011 and Order dated February 13, 2012. On September 4, 2012,
the Court of Appeals rendered a Decision, denying PSALM’s petition and affirming the related
Decision and Order previously issued.

PSALM subsequently filed a Motion for Reconsideration dated September 26, 2012 and seeking
the reconsideration of the Decision dated September 4, 2012. SCPC filed its Opposition to
PSALM’s Motion for Reconsideration on November 5, 2012. Subsequently, the Court of
Appeals issued a Resolution denying the Motion for Reconsideration filed by PSALM on
November 27, 2012.

On December 27, 2012, PSALM filed a Petition for Review on Certiorari with Prayer for
Issuance of Temporary Restraining Order and/or Preliminary Injunction with the Supreme Court
(Court).

Subsequently the Court issued a Resolution dated January 21, 2013 requiring SCPC to file a
Comment to PSALM’s Petition. Thus, on March 25, 2013, SCPC filed its Comment.

PSALM filed a Motion for Extension to file reply on July 25, 2013, requesting for an additional
period of ten (10) days from July 25, 2013, or until August 4, 2013, within which to file its Reply.
PSALM subsequently filed its Reply on August 2, 2013.

In a Resolution dated September 30, 2013, the Supreme Court granted PSALM’s Motion for
Extension to File Reply and noted the filing of PSALM’s Reply.

On December 16, 2016, the Court issued a Notice of Decision and Decision dated
December 5, 2016. In said Decision, the Supreme Court denied PSALM’s Petition for Review on
Certiorari with Prayer for issuance of Temporary Restraining Order and/or Preliminary injunction
and affirmed the ruling of the Court of Appeals.

PSALM filed its Motion for Reconsideration dated January 19, 2017. On February 13, 2017, the
Supreme Court rendered Decision denying with finality PSALM’s Motion for Reconsideration.

On February 22, 2017, due to the denial with finality of PSALM’s Motion for Reconsideration by
the Supreme Court, SCPC filed with the ERC an Urgent Motion for Resolution of PSALM’s
Motion for Reconsideration pending with the ERC. SCPC prayed that the MR be denied and a
writ of execution be issued in favor of SCPC.

c. Petition for Money Claim versus PSALM before the Commission on Audit (COA)

On November 27, 2017, SCPC filed before the COA a Petition for Money Claim against PSALM
for the enforcement of the Decision dated July 6, 2011 and Order dated February 13, 2012 issued
by the ERC in ERC Case No. 2010-058MC, as affirmed by the Court of Appeals in its Decision

*SGVFSM000224*
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dated September 4, 2012 in CA-C.R. No. 123997, and by the Supreme Court in its Decision dated
December 5, 2016 in G.R. No. 204719.

On December 11, 2017, SCPC received a copy of the Order dated November 29, 2017 issued by
COA directing PSALM to submit its answer to SCPC’s Petition dated November 27, 2017 within
fifteen (15) days from receipt thereof. Upon confirmation from the Philippine Post Office -
Quezon City, PSALM received a copy of the foregoing Order on December 14, 2017. PSALM
has until December 29, 2017 within which to file its answer.

As of December 31, 2017, since this case involves issues which have been settled by no less than
the Supreme Court in a final and executory judgment, i.e., PSALM’s liability in the principal
amount of P=476.70 million inclusive of VAT, the recovery of SCPC’s money claim is
certain. The filing of Petition with COA is for the purpose of executing the money judgment
since the ERC refused to execute the same based on the rule that all money claims against the
government must first be filed with the COA.

On February 7, 2018, SCPC filed with COA a Motion to Declare Respondent Power Sector
Assets and Liabilities Management Corporation in Default in view of PSALM’s failure to file
Answer within the period provided by COA in the Order dated November 29, 2017. However, on
February 15, 2018, SCPC received a copy of PSALM’s Motion to Admit Attached Answer with
Answer both dated February 12, 2018. In its Answer, PSALM confirmed that it had not made
any payments in connection with the ERC Decision dated July 6, 2011 but contended that
SCPC’s prayer for payment of interest should be denied because allegedly, SCPC’s Petition dated
November 27, 2017 and the ERC decision failed to state as to when the interest should be
counted from. On March 1, 2018, SCPC filed its reply to PSALM’s answer and refuted
PSALM’s claim regarding imposition of interest.

On November 29, 2018, SCPC filed an Urgent Motion for Resolution with the COA praying for
immediate resolution of the case. On December 14, 2018, PSALM filed its comment to SCPC
Urgent Motion for Resolution raising the same arguments raised in its Answer. On January 4,
2019, SCPC filed its reply to PSALM’s comment to the Urgent Motion for Resolution,

On April 22, 2019, the COA issued its decision granting SCPC’s money claim in the amount of
=476.7 plus 6% interest. On June 28, 2019, PSALM paid the said amount in favor of SCPC.
P

d. Dispute Resolution Proceedings with MERALCO (Line Loss Rental)

On August 29, 2013, MERALCO filed a Petition for Dispute Resolution before the ERC against
SCPC and other generating companies praying for refund of the amount of line loss allegedly
collected by the said generating companies corresponding to 2.98% of the NPC-Time of Use
(TOU) amounts paid to the generating companies as assignees of the portions of the contracted
energy volume under the NPC-MERALCO Transition Supply Contract pursuant to the Orders
dated March 4, 2013 and July 1, 2013 issued by the ERC in ERC Case No. 2008-083MC.

The total amount claimed by MERALCO against SCPC representing line loss amounts allegedly
received by SCPC beginning 2009 amounts to =
P265.54 million.

The ERC issued an Order dated September 10, 2013 for the generating companies to file
comments on MERALCO’s Petition and set the hearing on October 17, 2013.

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On September 20, 2013, the generating companies filed a Joint Motion to Dismiss arguing that
MERALCO’s Petition failed to state a cause of action and the ERC has no jurisdiction over the
subject matter of the case.

On September 25, 2013, the ERC directed MERALCO to file its comments on the Joint Motion
to Dismiss. The ERC likewise set the hearing on the Joint Motion to Dismiss on October 14,
2013.

On October 14, 2013 during the hearing on the Joint Motion to Dismiss, ERC directed
MERALCO to furnish the generating companies of its Comment and Pre-Trial Brief; granted
MERALCO a period of three (3) days from receipt of the generating companies Reply within
which to file a Rejoinder; granted the generating companies a period of five (5) days from receipt

of MERALCO’s Rejoinder to file a Sur-Rejoinder. The ERC denied the generating companies
prayer to hold in abeyance the conduct of the initial heating on October 17, 2013 and shall
proceed on said date only insofar as the jurisdictional hearing is concerned without prejudice to
the ERC’s resolution of the Joint Motion to Dismiss.

The generating companies’ Joint Motion to Dismiss has been submitted for resolution. As of
December 31, 2019, the Joint Motion to Dismiss has yet to be resolved.

e. Temporary Restraining Order on MERALCO

On December 23, 2013, the Supreme Court (SC) issued a temporary restraining order (TRO) to
MERALCO enjoining it from increasing the generation rates it charges to its consumers arising
from the increased generation costs from its suppliers for the supply month of November 2013.
The said TRO also enjoined the ERC from implementing its December 9, 2013 Order authorizing
MERALCO to stagger the collection of its increased generation costs for the supply month of
November 2013. The TRO was for a period of 60 days from December 23, 2013 to February 21,
2014.

On January 10, 2014, the SC impleaded MERALCO’s suppliers of generation costs, including
Philippine Electricity Market Corporation (PEMC), the operator of the WESM, as parties-
respondents in the cases.

On February 18, 2014, the SC extended the TRO for another 60 days up to April 22, 2014.

On April 24, 2014, the SC issued a resolution and corresponding TRO, extending indefinitely the
TRO issued on December 23, 2013 and February 18, 2014.

As a result of the TRO, MERALCO has not been able to fully bill its consumers for the
generation costs for the supply month of November 2013; and in turn, it has not been able to fully
pay its suppliers of generation costs, including PEMC.

On March 11, 2014, the ERC released its ERC Order (Case No 2014-021MC, dated
March 3, 2014) voiding the Luzon WESM prices during the November and December 2013
supply months and declaring the imposition of regulated prices in lieu thereof.

PEMC was hereby directed within 7 days from receipt of the Order to calculate these regulated
prices and implement the same in the revised WESM bills of the concerned Distribution Utilities
(DUs) in Luzon for the November and December 2013 supply months for their immediate

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settlement, except for MERALCO whose November 2013 WESM bill shall be maintained in
compliance with the TRO issued by the SC.

Several generation companies and distribution companies filed their respective Motions for
Reconsideration of the March 3, 2014 ERC Order. SCPC filed its Motion for Reconsideration
with Motion for Deferment of implementation of the Order dated March 3, 2014 on March 31,
2014. The said Motions were set for hearing on April 28, 2014.

In the meantime, PEMC issued the adjusted WESM bills to the market participants, including
SCPC. In an Order dated March 27, 2014, the ERC directed PEMC to provide the market
participants an additional period of 45 days from receipt of the Order within which to comply
with the settlement of the adjusted WESM bills in view of the pendency of the various
submissions before the ERC.

During the hearing held on April 28, 2014, the ERC directed the parties to submit their respective
memoranda by May 2, 2014. In compliance with the directive, SCPC filed a Manifestation on
May 2, 2014 that it is adopting its Motion for Reconsideration in lieu of filing a Memorandum.
In an Order dated October 15, 2014, the ERC denied SCPC’s Motion for Reconsideration.

On December 11, 2014, SCPC filed a Petition for Review with Prayer for Issuance of Temporary
Restraining Order and/or Writ of Injunction with the Court of Appeals seeking reversal of the
ERC Orders dated March 3, 2014 and October 15, 2014. In a resolution dated April 30, 2015, the
SCPC’s Petition was consolidated with other related cases filed by other generation companies
before the Court of Appeals. PEMC and ERC filed their respective Consolidated Comments on
the consolidated Petitions to which the SCPC filed its Reply.

MERALCO filed its Consolidated Motion for Leave to Intervene with Opposition to Prayers for
issuance of Temporary Restraining Order and/or Writ of Injunction. SCPC filed its Comment to
MERALCO’s Consolidated Motion on November 2, 2015.

Pending the finality of the ERC Order dated March 3, 2014 on recalculation of the WESM prices
for the November and December 2013 supply months and its effect on each generation company
that trade in the WESM, SCPC estimated its exposure to the said ERC order. In relation to the
ERC Order, SCPC entered into a special payment arrangement with PEMC for the payment of
the customer’s reimbursement, through PEMC, in excess of the regulated price for the purchases
through spot market in November and December 2013. The payments are over 24 month from
June 2014 to May 2016. Total payments amounted to P =674.00 million.

On December 14, 2017, SCPC received Meralco’s and ERC’s Motion for Reconsideration of the
Court Appeal’s Decision dated December 8 and 12, 2017, respectively. Likewise, SCPC received
Motions for Leave to Intervene with Motion to Admit Attach Motion for Reconsideration filed by
several third parties such as Mercury Drug Corporation, Riverbanks Development Corporation,
Philippine Steelmakers Association and Ateneo de Manila University, seeking intervention in the
instant case and reconsideration of the Court of Appeal’s Decision.

On July 30, 2018, SCPC filed its Consolidated Comment on MERALCO’s and ERC’s Motion for
Reconsideration. On November 29, 2018, the CA directed SCPC to comment on the Motion for
Leave to Intervene and to Admit Motion for Reconsideration in Intervention of the CA’s decision
filed by movant-intervenors PRHC Property Managers Inc. and the Philippine Stock Exchange
Centre Condominium Corporation. On December 2018, SCPC instead submitted a Manifestation

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in lieu of a comment since the grounds relied upon by the movants are similar to the grounds to
the other movants already addressed by SCPC in its Consolidated Comment and duly passed
upon by the CA in its Resolution dated March 22, 2018.

In a decision dated November 7, 2018, the Court of Appeals granted SCPC’s Petition and
declared the ERC’s Orders dated March 3, 2014, March 27, 2014 and October 15, 2014 in ERC
Case No. 2014-021 as null and void for being issued in violation of the Constitution and the
applicable laws.

To date, the CA has yet to resolve ERC and MERALCO’S Motion for Reconsideration.

Refer to Note 7 for the related allowance credit loss recognized regarding this matter.

f. Power Supply Agreement with MERALCO

On December 20, 2011, SCPC entered into a new power supply agreement with MERALCO
which took effect on December 26, 2011 and shall have a term of seven (7) years, extendable
upon mutual agreement by the parties for another three (3) years. Based on this agreement,
SCPC shall provide MERALCO with an initial contracted capacity of 210MW and shall be
increased to 420MW upon commercial operation of the plant’s Unit 1. Commercial operation of
plant’s Unit 1 started in June 2013. On May 5, 2017, the parties mutually agreed to extend the
agreement for a contracted capacity of 250MW which shall be made available by SCPC to
MERALCO from December 26, 2018 to December 25, 2019 or the date of the commencement of
the Major Rehabilitation of Unit 2 of the plant, whichever is earlier.

On March 12, 2012, MERALCO filed an application for the Approval of the Power Supply
Agreement (PSA) between MERALCO and SCPC, with a Prayer for Provisional Authority,
docketed as ERC Case No. 2011-037 RC.

In the said application, MERALCO alleged and presented on the following: a.) the salient
provisions of the PSA; b.) payment structure under the PSA; c.) the impact of the approval of the
proposed generation rates on MERALCO’s customers; and d.) the relevance and urgent need for
the implementation of the PSA.

On December 17, 2012, ERC issued a Decision approving the application with modification. On
January 7, 2013, applicant MERALCO filed a Motion for Partial Reconsideration of the ERC
Decision dated December 17, 2012 to introduce additional material evidence not available at the
time of the filing of the application, in support of the reconsideration of the approved Fixed O&M
Fee of P=4,785.12/Kw/year. On February 8, 2013, MERALCO filed its Supplemental Motion for
Partial Reconsideration with Motion for Clarification (Supplemental Motion) to include the
recovery of cost of diesel not as part of the variable O&M Fee.

On May 2, 2018, the ERC issued an Order of even date, requiring submission of documentary
requirements to support its Motion for Partial Reconsideration and the Supplemental Motion. On
May 23, 2018, SCPC submitted its Compliance with Motion for Early Resolution to the ERC.
On May 29, 2108, SCPC received an Order from the ERC allowing recovery of the Cost of
Diesel during Power Plant’s Startup and Shutdown under Reimbursable Cost but deferred
MERALCOs prayer to adjust the approved FOM of Php4,785.12/kW-Year to PhP4,977.45/kW-
Year. On July 17, 2018, further to ERC Order dated May 29, 2018, SCPC issued a Debit Memo
to MERALCO and MERALCO RES in the amounts of P1,170.44 million and P407.46 million,
respectively.

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On August 20, 2018, SCPC received a copy of MERALCO’s Motion for Clarification with
Manifestation seeking to clarify the details of the approved components of the Fixed O&M Fee,
including the amounts pertaining to diesel and bunker oil. MERALCO also sought to clarify that
the ERC grant of the Power Plant’s Startup and Shutdown under Reimbursable Cost refers to
Component E of the Payment Structure discussed in Appendix E of the PSA to avert any
erroneous/invalid billing from SCPC regarding Reimbursable Costs. On August 30, 2018
MERALCO filed with the ERC its Urgent Motion for Resolution of its earlier Motion for
Clarification with Manifestation.

To date, ERC has yet to resolve the pending motions filed by MERALCO.

g. Power Supply Agreement with MERALCO RES

On May 5, 2017, SCPC entered into a new power supply agreement with MERALCO through its
retail electricity supply business segment which will take effect on June 26, 2018 and shall have a
term of 10 years extendable upon mutual agreement by the parties for another four (4) years.
SCPC will be providing MERALCO RES with an initial contracted capacity of 170MW from
June 26, 2019 until December 25, 2019 and will be increased to 420MW from December 26,
2019 until the end of the term.

h. Application for Approval on the Ancillary Services Procurement Agreement (ASPA) between the
National Grip Corporation of the Philippines (NGCP)

On July 12, 2018, SLPGC and NGCP filed an Application for approval of the Ancillary Services
Procurement Agreement, with a Prayer for the Issuance of Provisional Authority, docketed as
ERC Case No. 2018-074-RC, where NGCP agreed to procure and SLPGC agreed to supply
Ancillary Services in the form of Regulating Reserve under a firm and non-firm arrangement and
Contingency Reserve and Dispatchable Reserve under a non-firm arrangement.

Both SLPGC and NGCP filed their Joint Pre-trial brief and filed their Compliance with the
Jurisdictional Requirements before the ERC. On October 11, 2018, the case was set for
jurisdictional hearing, expository presentation, pre-trial conference and evidentiary hearing. ERC
directed SLPGC and NGCP to submit additional documents to file its Formal Offer of Evidence.

On November 9, 2018, SLPGC and NGCP filed their Formal Offer of Evidence and Compliance.

On May 21, 2019, SLPGC received the ERC Order dated May 20, 2019 granting interim relief in
favor of SLPGC and NGCP to implement the ASPA. The ERC Order, however, disallowed the
recovery of the cost of minimum stable load (Pmin) Capacity of the ancillary gas turbine.

On June 6, 2019, SLPGC filed a Motion for Partial Reconsideration with Manifestation of the
Order dated May 20, 2019, praying for the recovery of the cost of Pmin capacity of ancillary gas
turbine. On September 5, 2019, the ERC resolved to deny SLPGC’s Motion for Partial
Reconsideration with Manifestation for lack of merit.

On November 19, 2019, SLPGC and NGCP filed their Joint Manifestation with Motion to
Withdraw in view of the decision to terminate the ASPA. As of December 31, 2019, ERC has yet
to rule on the Joint Manifestation with Motion to Withdraw filed by SLPGC and NGCP.

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i. LLA with PSALM

As discussed in Note 14, SCPC entered into a LLA with PSALM for the lease of land in which its
plant is situated, for a period of 25 years, renewable for another 25 years, with the mutual
agreement of both parties. In 2009, SCPC paid US$3.19 million or (P =150.57 million) as payment
for the 25 years of rental (see Note 34).

Provisions of the LLA include that SCPC has the option to buy the Option Assets upon issuance
of an Option Existence Notice (OEN) by the lessor. Optioned assets are parcels of land that form
part of the leased premises which the lessor offers for the sale to the lease.

SCPC was also required to deliver and submit to the lessor a performance security amounting to
=34.83 million in the form of Stand-by Letter of Credits. The Performance Security shall be
P
maintained by SCPC in full force and effect continuously without any interruption until the
Performance Security expiration date. The Performance Security initially must be effective for
the period of one (1) year from the date of issue, to be replaced prior to expiration every year
thereafter and shall at all times remain valid.

In the event that the lessor issues an OEN and SCPC buy the option assets, the land purchase
price should be equivalent to the highest of the following and/or amounts: (i) assessment of the
Provincial Assessors of Batangas Province; (ii) the assessment of the Municipal or City Assessor
having jurisdiction over the particular portion of the leased premises; (iii) the zonal valuation of
Bureau of Internal Revenue or, (iv) 21.00 per square meter (dollar). Valuation basis for (i) to (iii)
shall be based on the receipt of PSALM of the option to exercise notice.

The exchange rate to be used should be the Philippine Dealing Exchange rate at the date of
receipt of PSALM of the option to exercise notice.

On July 12, 2010, PSALM issued an OEN and granted SCPC the “Option” to purchase parcels of
land (Optioned Assets) that form part of the leased premises. SCPC availed of the “Option” and
paid the Option Price amounting to US$0.32 million (or P=14.72 million), exercisable within one
year from the issuance of the OEN.

On April 28, 2011, SCPC sent a letter to PSALM requesting for the assignment of the option to
purchase a lot with an area of 82,740 sqm in favor of its Parent Company (SMPC).
On May 5, 2011, PSALM approved the assignment. On June 1, 2011, SCPC exercised the land
lease option at a purchase price of =
P292.62 million and is included as part of ‘Property, plant and
equipment’ (see Note 13). The 82,740 sqm lot was later assigned to and purchased by SLPGC.

On October 12, 2011, SCPC reiterated its proposal to purchase the remainder of the Leased
Premises not identified as Optioned Assets. One of the salient features of the proposal included
the execution of CTS between SCPC and PSALM. This included the proposal of SCPC to assign
its option to purchase and sublease in favor of SLPGC.

On February 13, 2012, PSALM held off the approval of the proposal to purchase the portion of
Calaca Leased Premises not identified as Optioned Assets, subject to further studies. On the
same date, PSALM’s Board approved SCPC’s request to sub-lease a portion of the Calaca Leased
Premises to SLPGC for the purpose of constructing and operating a power plant.

On February 14, 2014, SCPC reiterated its proposal to purchase the Calaca Leased Premises not
identified as Optioned Assets. On February 1, 2017, SCPC again reiterated to PSALM its
proposal to purchase the Calaca Leased Premises.

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On September 24, 2019, PSALM inform SCPC regarding lots ready for OEN issuance. On
February 11, 2020, SCPC wrote PSALM seeking clarifications on the status of lots available for
OEN.

j. DMCI Joint ventures and consortium agreements


On various dates in 2018 and 2019, DMCI entered into the following joint venture and
consortium agreements in relation to its participation to the corresponding infrastructure projects:

· Cebu Link Joint Venture (CLJV), unincorporated joint venture between Acciona Construccion
S.A, First Balfour, Inc and DMCI and is engaged in Engineering, Procurement and
Construction contract related to the concession for the Cebu-Cordova Link Expressway.
Corresponding interest of DMCI in CLJV is at 15%.

· VA Tech Wabag-DMCI Joint Venture, unincorporated joint venture between VA Tech Wabag
Limited and DMCI and is engaged in the rehabilitation, retrofitting and process improvement
of La Mesa Water Treatment Plant 2 Project. The scope of work and allocation of contract
price is agreed by the partners in the consortium agreement.

· Taisei DMCI Joint Venture (TDJV), unincorpoated joint venture between Taisei Corporation
and DMCI and is engaged to construct the elevated structures, stations and depot of the
North-South Commuter Railways Project (Malolos-Tutuban; the Project). Corresponding
interest of DMCI in TDJV is at 49%.

· Marubeni-DMCI Consortium, consortium between Marubeni Corporation and DMCI and is


engaged for the Procurement of Trackwork, Electrical and Mechanical Systems and
Integration with Existing System for LRT 2 - East (Masinag) Extension Project. The scope of
work and allocation of contract price is agreed by the partners in the consortium agreement.
DMCI allocated is 29% of total contract price.

· PBD Joint Venture (PBDJV), unincorporated joint venture between Prime Metro BMD
Corporation and DMCI and is engaged to construct the Solaire Metro North. Corresponding
interest of DMCI in PBDJV is at 50%.

The parties shall be jointly and severally liable to the employer, Department of Transportation
(DOTr), for the performance of all obligations of the Contractor under the Contract Agreement.

k. Others

The Group is contingently liable with respect to certain taxation matters, lawsuits and other
claims which are being contested by management, the outcome of which are not presently
determinable. Management believes that the final resolution of these claims will not have a
material effect on the consolidated financial statements.

The information usually required by PAS 37 is not disclosed on the grounds that it can be expected to
prejudice the outcome of these lawsuits, claims and assessments. No provisions were made in 2019,
2018 and 2017 for these lawsuits and claims.

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38. Other Matters

a. Electric Power Industry Reform Act (EPIRA)

In June 2001, the Congress of the Philippines approved and passed into law R.A. No. 9136,
otherwise known as the EPIRA, providing the mandate and the framework to introduce
competition in the electricity market. EPIRA also provides for the privatization of the assets of
NPC, including its generation and transmission assets, as well as its contract with Independent
Power Producers (IPPs). EPIRA provides that competition in the retail supply of electricity and
open access to the transmission and distribution systems would occur within three years from
EPIRA’s effective date. Prior to June 2002, concerned government agencies were to establish
WESM, ensure the unbundling of transmission and distribution wheeling rates, and remove
existing cross subsidies provided by industrial and commercial users to residential customers.
The WESM was officially launched on June 23, 2006 and began commercial operations for
Luzon.
The ERC has already implemented a cross subsidy removal scheme. The inter-regional grid cross
subsidy was fully phased-out in June 2002. ERC has already approved unbundled rates for
Transmission Group (TRANSCO) and majority of the distribution utilities.

Under EPIRA, NPC’s generation assets are to be sold through transparent, competitive public
bidding, while all transmission assets are to be transferred to TRANSCO, initially a government-
owned entity that was eventually privatized. The privatization of these NPC assets has been
delayed and is considerably behind the schedule set by the DOE. EPIRA also created PSALM,
which is to accept transfers of all assets and assume all outstanding obligations of NPC, including
its obligations to IPPs. One of PSALM’s responsibilities is to manage these contracts with IPPs
after NPC’s privatization. PSALM is also responsible for privatizing at least 70% of the
transferred generating assets and IPP contracts within three years from the effective date of
EPIRA.

In August 2005, the ERC issued a resolution reiterating the statutory mandate under the EPIRA
law for the generation and distribution companies, which are not publicly listed, to make an initial
public offering (IPO) of at least 15% of their common shares. Provided, however, that generation
companies, distribution utilities or their respective holding companies that are already listed in
the Philippine Stock Exchange (PSE) are deemed in compliance. SCPC was already compliant
with this requirement given that SMPC, its parent company, is a publicly listed company.

WESM
With the objective of providing competitive price of electricity, the EPIRA authorized DOE to
constitute an independent entity to be represented equitably by electric power industry
participants and to administer and operate WESM. WESM will provide a mechanism for
identifying and setting the price of actual variations from the quantities transacted under contracts
between sellers and purchasers of electricity.

In addition, the DOE was tasked to formulate the detailed rules for WESM which include the
determination of electricity price in the market. The price determination methodology will
consider accepted economic principles and should provide a level playing field to all electric
power industry participants. The price determination methodology was subject to the approval of
the ERC.

In this regard, the DOE created PEMC to act as the market operator governing the operation of
WESM. On June 26, 2006, WESM became operational in the Luzon grid and adopts the model
of a “gross pool, net settlement” electricity market.

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In 2017, the Board of PEMC has approved the transition plan for the creation of an independent
market operator (IMO), paving the way for the state firm to finally relinquish control of the
WESM.

On February 4, 2018, the DOE published Department Circular No. DC2018-01-0002, “Adopting
Policies for the Effective and Efficient Transition to the Independent Market Operator for the
Wholesale Electricity Spot Market”. This Circular shall take effect immediately after its
publication in two newspapers of general circulation and shall remain in effect until otherwise
revoked. Pursuant to Section 37 and Section 30 of the EPIRA, jointly with the electric power
participants, the DOE shall formulate the detailed rules for the wholesale electricity spot market.
Said rules shall provide the mechanism for determining the price of electricity not covered by
bilateral contracts between sellers and purchasers of electricity users. The price determination
methodology contained in said rules shall be subject to the approval of ERC. Said rules shall also
reflect accepted economic principles and provide a level playing field to all electric power
industry participants.

b. Clean Air Act

On November 25, 2000, the Implementing Rules and Regulations (IRR) of the Philippine Clean
Air Act (PCAA) took effect. The IRR contains provisions that have an impact on the industry as
a whole that need to be complied within 44 months from the effectivity date, subject to the
approval by DENR. The Group’s power plant uses thermal coal and uses a facility to test and
monitor gas emissions to conform with Ambient and Source Emissions Standards and other
provisions of the Clean Air Act and its IRR. Based on the Group’s assessment of its existing
power plant facilities, the Group believes that it is in full compliance with the applicable
provisions of the IRR of the PCAA.

c. Contract for the Fly Ash of the Power Plant

On April 30, 2012, SCPC and Pozzolanic Australia Pty, Ltd. (“Pozzolanic”) executed the
Contract for the Purchase of Fly Ash of the Power Plant (the “Pozzolanic Contract”). The
Pozzolanic contract is valid and effective for a period of fifteen (15) years beginning
February 1, 2012. Pozzolanic, as agreed, shall purchase 100 % percent of fly ashes produced or
generated by the Power Plant of SCPC.

On February 24, 2015, SLPGC, owner of the 2x150 MW CFB Power Plant and Transpacific
Resource Recovery Inc. executed a Contract for CFB fly ash which is valid until January 31,
2027.

d. Supplemental Agreement with PALECO

On January 11, 2016, DPC and PALECO signed and executed the “Supplemental Agreement to
the July 25, 2012 Power Supply Agreement” for the construction and operation of the 2x4.95MW
bunker-fired power plant to augment capacity of DPC’s power plants in the province of Palawan.
The Supplemental Agreement shall be valid and effective until such time that DPC’s coal-fired
power plant becomes operational. The provisions of the PSA, in so far as they are not
inconsistent with the provisions of the Supplemental Agreement, shall remain valid and binding
between PALECO and DPC.

The DOE, through a letter dated June 24, 2016 to the BOI has endorsed and acknowledged the
2x4.95MW bunker-fired power plant as part of DPC’s augmentation plan to deliver its committed
Guaranteed Dependable Capacity (GDC) under the PSA.

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On November 23, 2016, the BOI issued the Certificate of Registration (COR) for the Group as
New Operator of 15MW Bunker-Fired Power Plant on a Pioneer Status under the Omnibus
Investments Code of 1987 (Executive Order No.226).

In the latter part of December 2016, the 2x4.95MW bunker-fired power plant started its
commercial operation.

On January 5, 2017, the Energy Regulatory Commission (ERC) granted a Provisional Authority
to Operate (PAO) relative to DPC’s application for the issuance of Certificate of Compliance
(COC) for its 2x4.95MW Bunker-Fired Power Plant (BFPP).

e. SMPC - Coal Trading Activities

On June 6, 2019, SMPC received a letter from the DOE which orders the cease and desist of its
coal trading activities and operations following the delivery of coal to a certain customer which
has failed to submit its Coal Accreditation Certificate with the DOE. The Order also states that
the coal trader accreditation of SMPC was suspended until further notice.

On July 5, 2019, SMPC filed its Verified Answer arguing that: (a) sale and delivery of coal to the
customer was done in good faith; (b) the cease and desist order and suspension is
disproportionately severe under the circumstances as it should only be directed to trading done
with such customer; and, c) imposition of fines is only applicable to those entities who are not
accredited.

On July 10, 2019, SMPC wrote the DOE requesting deferment of the implementation of the
Order and/or suspension pending resolution of the DOE.

On November 19, 2019, SMPC received the DOE Resolution dated October 15, 2019 imposing a
monetary penalty of P
=1.74 million and suspension of coal trading activities for one month, except
for its own power plants and other power plants with existing coal supply agreements.

On November 20, 2019, a motion for reconsideration to the Resolution dated October 15, 2019.
On November 25, 2020, an amended motion for reconsideration was filed.

On January 3, 2020, SMPC received letter from the DOE dated December 26, 2019 directing
SMPC to file its position paper relative to the Order. On January 10, 2020, SMPC filed its
position paper. As of this date, the case is presently pending for decision with the DOE.

f. SMPC - DOE Order Suspending Coal Mining Activites

On November 19, 2019, the DOE issued an Order dated November 14, 2019 suspending all
mining activities at the site until compliance with certain conditions (Order).

In a series of submissions on November 25, 29 and December 6, 2019, SMPC submitted to DOE
a request to lift the suspension of mining operations and a list of compliances to the
conditionalities required by the latter.

On December 26, 2019, the DOE, in a letter dated December 23, 2019, lifted the suspension order
as SMPC substantially complied with the conditions for the lifting, except in the area adjacent to
the Casay Lake (all liquefiable materials need to be removed in said area).

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To date, all liquefiable materials in the concerned area have been removed and a Safety
Consultant has been hired. Consequently, all mining operations at the mine site has resumed.

g. ZDMC - Lifting of Suspension Order

On February 8, 2017, the secretary of the DENR issued an order cancelling ZDMC’s MPSA. On
March 2, 2017, ZDMC filed a for motion for reconsideration (MR) with the DENR from which
the DENR failed to act promptly upon the lapse of substantial period. Consequently, ZDMC filed
a Notice of Appeal before the Office of the President (OP) on March 31, 2017 to question the
cancellation of its MPSA.

On November 12, 2018, the DENR issued a resolution modifying the order of cancellation of
ZDMC’s MPSA into an order suspending the mining production and shipment of ores of ZDMC
subject to fulfillment of corrective measure. On November 27, 2018, ZDMC submitted the
detailed action plan to DENR and was evaluated, reviewed, and approved on November 28, 2018.

The November 2018 suspension order was lifted by virture of the DENR Resolution dated
September 30, 2019.

h. Sales Agreement

BNC and ZDMC entered into various sales agreements with different customers to sell and
deliver nickel laterite ores. The selling price of the nickel laterite ores depends on its ore grading.
The sales agreements are subject to price adjustments depending on the final nickel and moisture
content agreed by both parties. BNC exported a total of 1.01 million wet metric tons (WMT) and
0.59 million WMT in 2019 and 208, respectively. ZDMC, on the other hand, exported a total of
0.16 million WMT upon lifting of the suspension order in 2019.

39. Notes to Consolidated Statements of Cash Flows

Supplemental disclosure of noncash investing activities follows:

2019 2018 2017


Depreciation capitalized in Inventories and
Mine properties (Note 24) =271,546
P =891,670
P =258,666
P
Transfer from Property, plant and equipment to
Inventories (Notes 9 and 13) 182,722 − −
Write-down of Property, plant and equipment
and other noncurrent assets
(Notes 9 and 13) 83,536 − 183,897

Changes in liabilities arising from financing activities

2019
Foreign
December 31, exchange December 31,
2018 Cash flows movement Others 2019
Short-term debt =7,015,276
P (P
=4,523,154) =−
P =−
P =2,492,122
P
Long-term debt* 34,506,056 9,990,258 − (82,710) 44,413,604
Dividends 85,716 (8,763,431) − 8,763,431 85,716
Other noncurrent
liabilities 2,771,832 2,651,082 − 452,836 5,875,750
*Includes current portion

*SGVFSM000224*
- 126 -

2018
Foreign
December 31, exchange December 31,
2017 Cash flows movement Others 2018
Short-term debt =1,071,101
P =5,983,232
P =−
P (P
=39,057) =7,015,276
P
Long-term debt* 38,437,580 (3,877,398) 22,764 (76,890) 34,506,056
Dividends 85,716 (16,756,995) − 16,756,995 85,716
Other noncurrent
liabilities 2,603,184 (3,318,122) − 3,486,770 2,771,832
*Includes current portion

Other changes in liabilites above includes amortization of debt issuance cost, accretion of
unamortized discount and effect of change in estimate on provision for decommissioning and site
rehabilitation, recognition of lease liabilities as a result of adoption of PFRS 16, change in pension
liabilities and dividends declared by the Parent Company and its partially-owned subsidiaries to
noncontrolling-interests.

*SGVFSM000224*
SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITOR’S REPORT


COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


DMCI Holdings, Inc.
3rd Floor, Dacon Building
2281 Don Chino Roces Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the financial statements of
DMCI Holdings, Inc. and its subsidiaries (the Group) as at December 31, 2019 and 2018, and for each of
the three years in the period ended December 31, 2019, and have issued our report thereon dated
March 5, 2020. Our audits were made for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The Supplementary Schedule on Financial Soundness Indicators,
including their definitions, formulas, calculation, and their appropriateness or usefulness to the intended
users, are the responsibility of the Group’s management. These financial soundness indicators are not
measures of operating performance defined by Philippine Financial Reporting Standards (PFRS) and may
not be comparable to similarly titled measures presented by other companies. This schedule is presented
for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by the
Securities and Exchange Commission, and is not a required part of the basic consolidated financial
statements prepared in accordance with PFRS. The components of these financial soundness indicators
have been traced to the Group’s financial statements as at December 31, 2019 and for each of the three
years in the period ended December 31, 2019 and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

Dhonabee B. Señeres
Partner
CPA Certificate No. 97133
SEC Accreditation No. 1196-AR-2 (Group A),
October 18, 2018, valid until October 17, 2021
Tax Identification No. 201-959-816
BIR Accreditation No. 08-001998-98-2018,
February 2, 2018, valid until February 1, 2021
PTR No. 8125303, January 7, 2020, Makati City

March 5, 2020

*SGVFSM000224*
A member firm of Ernst & Young Global Limited
DMCI HOLDINGS, INC.
SUPPLEMENTARY SCHEDULE OF RETAINED EARNINGS AVAILABLE
FOR DIVIDENDS DECLARATION
FOR THE YEAR ENDED DECEMBER 31, 2019

Unappropriated retained earnings, beginning =3,689,595,456


P
Adjustment to beginning unappropriated retained earnings:
Treasury shares 7,068,577
Unappropriated retained earnings, adjusted to available for 3,682,526,879
dividend declaration, beginning

Net income actually earned/realized during the period:


Net income during the period closed to retained earnings 6,489,528,659
Less: Non actual/unrealized income net of tax –
Equity in net income of associate/joint venture –
Unrealized actuarial gain –
Fair value adjustment (M2M gains) –
Fair value adjustment of Investment Property resulting to
gain –
Adjustment due to deviation from PFRS/GAAP-gain –
Other unrealized gains or adjustments to the retained
earnings as a result of certain transactions accounted for
under the PFRS –
Deferred tax asset that reduced the amount of income tax −
expense
Add: Non-actual losses
Depreciation on revaluation increment (after tax) –
Adjustment due to deviation from PFRS/GAAP-loss –
Loss on fair value adjustment of investment property (after
tax) –
Unrealized foreign exchange loss – net (except those
attributable to cash and cash equivalents) – 6,489,528,659
Net income actually earned during the period 6,489,528,659
Add (Less):
Dividend declarations during the period 6,373,185,600
Appropriations of retained earnings during the period −
Reversals of appropriations −
Effects of prior period adjustments −
Treasury shares –
TOTAL RETAINED EARNINGS, END
AVAILABLE FOR DIVIDEND DECLARATION P
=3,798,869,938
DMCI HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED COMPANY FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES

CONSOLIDATED COMPANY FINANCIAL STATEMENTS

Statement of Management’s Responsibility for Consolidated Financial Statements

Report of Independent Auditors’ Report

Consolidated Statements of Financial Position as of December 31, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years Ended


December 31, 2019, 2018 and 2017

Consolidated Statements of Changes in Equity for the Years Ended


December 31, 2019, 2018 and 2017

Consolidated Statements of Cash flows for the Years Ended


December 31, 2019, 2018 and 2017

Notes to Consolidated Financial Statements

SUPPLEMENTARY SCHEDULES

Report of Independent Auditors on Supplementary Schedules

I. Schedules required by Annex 68-J


A. Financial Assets
B. Amounts Receivable from Directors, Officers, Employees,
Related Parties and Principal Stockholders (Other than Related Parties)
C. Amounts Receivable from Related Parties which are Eliminated during
the Consolidation of Financial Statements
D. Long-term Debt
E. Indebtedness to Related Parties
F. Guarantees of Securities of Other Issuers
G. Capital Stock

II. Reconciliation of Retained Earnings Available for Dividend Declaration (Annex 68-D)

III. Schedule of Financial Soundness Indicators (Annex 68-E)

IV. Map of the relationship of the companies within the Group


DMCI HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON SRC RULE 68 AS AMENDED
DECEMBER 31, 2019

Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code Rule SRC Rule 68 which consolidates the two separate
rules and labeled in the amendment as “Part I” and “Part II”, respectively. It also prescribed the additional information and schedule requirements for issuers of
securities to the public.

Below are the additional information and schedules required by SRC Rule 68, as Amended (2011), that are relevant to the Group. This information is presented
for purposes of filing with the SEC and is not required part of the basic consolidated financial statements.

Schedule A. Financial Assets

Number of shares or Amount shown in the Value based on market


Name of issuing entity and association of Income received and
principal amount of consolidated statements quotation at end of
each issue accrued
bonds and notes of financial position reporting period

Gold and Club Shares* 11 =129,561,000


P =129,561,000
P
Manila Electric Company 38,533 12,214,961 12,214,961
Mabuhay Vinyl Corp. 34,889 108,854 108,854
Others 1 5,992,185 5,992,185
TOTAL 73,434 =147,877,000
P =147,877,000
P

* Includes shares of stocks from golf and country clubs memberships


-2-

Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties


and Principal Stockholders (other than related parties)

Balance at
Name and Designation of Amounts Amounts Balance at end
beginning of Additions Current Not current
debtor collected written off of period
period
Not applicable. The Group’s receivables from officers and employees pertain to ordinary purchases subject to usual terms, travel and expense advances and
other transactions arising from the Group’s ordinary course of business.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the Consolidation of Financial Statements
The following is the schedule of receivables from related parties, which are eliminated in the consolidated financial statements as at December 31, 2019:

Entity with Name of Entity with Due from Due to


Receivable Balance Payable Balance related party related party
DMCI Holdings, Inc. DMCI Mining Corporation =1,217,719,511
P (P
=1,217,719,511)
Semirara Mining and Power Corporation Sem-Calaca Power Corporation 1,137,930,947 (1,137,930,947)
Fil-Euro Asia Nickel Corporation Zambales Diversified Metals Corporation 963,368,781 (963,368,781)
DMCI Mining Corporation Fil-Euro Asia Nickel Corporation 945,390,439 (945,390,439)
DMCI Mining Corporation Fil-Asian Strategic Resources & Properties Corporation 817,279,929 (817,279,929)
Fil-Asian Strategic Resources & Properties Corporation Zambales Diversified Metals Corporation 507,066,425 (507,066,425)
Southwest Luzon Power Generation Corporation Sem-Calaca Power Corporation 497,232,584 (497,232,584)
Semirara Mining and Power Corporation Southwest Luzon Power Generation Corporation 496,557,146 (496,557,146)
D.M. Consunji, Inc. DMCI Project Developers, Inc. 394,456,467 (394,456,467)
Beta Electromechanical Corporation D.M. Consunji, Inc. 237,750,308 (237,750,308)
D.M. Consunji, Inc. Sem-Calaca Power Corporation 202,355,342 (202,355,342)
DMCI Project Developers, Inc. DMCI Homes, Inc. 187,895,139 (187,895,139)
Riviera Land Corporation DMCI Project Developers, Inc. 134,345,256 (134,345,256)
D.M. Consunji, Inc. Semirara Mining and Power Corporation 127,253,940 (127,253,940)
DMCI Mining Corporation Berong Nickel Corporation 110,805,107 (110,805,107)
DMCI Holdings, Inc. D.M. Consunji, Inc. 100,000,000 (100,000,000)
Fil-Euro Asia Nickel Corporation Zambales Chromite Mining Group Inc. 96,016,882 (96,016,882)
-3-

Entity with Name of Entity with Due from Due to


Receivable Balance Payable Balance related party related party
Fil-Asian Strategic Resources & Properties Corporation Montemina Resources Corporation 85,661,198 (85,661,198)
Hampstead Gardens Corporation DMCI Project Developers, Inc. 85,447,210 (85,447,210)
DMCI Project Developers, Inc. DMCI Homes Property Management Corporation 75,106,488 (75,106,488)
Semirara Mining and Power Corporation DMCI Power Corportion 44,033,915 (44,033,915)
Fil-Asian Strategic Resources & Properties Corporation Montague Resources Philippines Corporation 41,903,540 (41,903,540)
D.M. Consunji, Inc. DMCI Masbate Power Corporation 39,499,547 (39,499,547)
Zambales Diversified Metals Corporation Zambales Chromite Mining Group Inc. 29,064,608 (29,064,608)
DMCI Power Corportion Sem-Calaca Power Corporation 23,776,498 (23,776,498)
Berong Nickel Corporation Ulugan Nickel Corporation 23,346,386 (23,346,386)
DMCI Mining Corporation Ulugan Nickel Corporation 19,068,056 (19,068,056)
Fil-Euro Asia Nickel Corporation Fil-Asian Strategic Resources & Properties Corporation 17,755,417 (17,755,417)
Semirara Mining and Power Corporation Southeast Luzon Power Generation Corporation 17,573,640 (17,573,640)
Fil-Euro Asia Nickel Corporation Zamnorth Holdings Corporation 14,932,314 (14,932,314)
D.M. Consunji, Inc. Southwest Luzon Power Generation Corporation 11,770,468 (11,770,468)
DMCI Project Developers, Inc. DMCI Mining Corporation 11,215,545 (11,215,545)
Zambales Diversified Metals Corporation DMCI Mining Corporation 8,411,064 (8,411,064)
DMCI Mining Corporation D.M. Consunji, Inc. 8,325,000 (8,325,000)
DMCI Mining Corporation TMM Management, Inc. 7,379,227 (7,379,227)
Semirara Mining and Power Corporation DMCI Power Corportion 7,091,796 (7,091,796)
Semirara Mining and Power Corporation DMCI Mining Corporation 3,872,518 (3,872,518)
Montemina Resources Corporation Zamnorth Holdings Corporation 2,753,502 (2,753,502)
Zamnorth Holdings Corporation Zambales Chromite Mining Company Inc. 2,738,271 (2,738,271)
Fil-Asian Strategic Resources & Properties Corporation ZDMC Holdings Corporation 2,474,068 (2,474,068)
Montemina Resources Corporation Zambales Chromite Mining Company Inc. 2,291,646 (2,291,646)
Berong Nickel Corporation TMM Management, Inc. 2,265,690 (2,265,690)
Fil-Asian Strategic Resources & Properties Corporation Zambales Chromite Mining Company Inc. 2,119,757 (2,119,757)
DMCI Mining Corporation Zambales Chromite Mining Company Inc. 1,986,639 (1,986,639)
DMCI Project Developers, Inc. DMCI-PDI Hotels, Inc. 1,604,862 (1,604,862)
Berong Nickel Corporation Ulugan Resouces Holdings, Inc. 730,763 (730,763)
-4-

Entity with Name of Entity with Due from Due to


Receivable Balance Payable Balance related party related party
Semirara Mining and Power Corporation Semirara Energy Utilities, Inc. 573,966 (573,966)
Zambales Diversified Metals Corporation D.M. Consunji, Inc. 540,333 (540,333)
Fil-Euro Asia Nickel Corporation Zambales Nickel Processing Corporation 362,913 (362,913)
DMCI Mining Corporation Ulugan Resouces Holdings, Inc. 358,492 (358,492)
DMCI Project Developers, Inc. Zenith 305,855 (305,855)
Semirara Mining and Power Corporation Sem-Calaca Industrial Park Developers, Inc. 238,320 (238,320)
Fil-Asian Strategic Resources & Properties Corporation Mt. Lanat Metals Corporation 175,022 (175,022)
Fil-Asian Strategic Resources & Properties Corporation Zamnorth Holdings Corporation 174,872 (174,872)
Montemina Resources Corporation Zambales Nickel Processing Corporation 100,889 (100,889)
Zambales Chromite Mining Company Inc. Montague Resources Philippines Corporation 86,069 (86,069)

As of December 31, 2019, the balances above of due from and due to related parties are expected to be realized and settled within twelve months from the
reporting date and are classified under current assets and liabilities. There were no amounts written off during the year.

Schedule D. Long-term Debt


Below is the schedule of long-term debt (net of unamortized debt issue cost) of the Group:

Amount shown under caption Amount shown under caption


Title of issue and type of
Amount authorized by indenture "Current portion of long-term debt" "Long-term debt" in related
obligation
in related balance sheet balance sheet
Peso denominated loans P18,627,475,236
= P3,176,692,406
= P15,450,782,830
=
Fixed rate corporate notes 25,456,713,468 8,203,536,656 17,253,176,812
Liabilities on Installment Contract 118,910,294 30,507,761 88,402,533
Receivable
HomeSaver Bonds 210,505,000 27,975,000 182,530,000
=44,413,603,998
P =11,438,711,823
P =32,974,892,175
P
-5-

Schedule E. Indebtedness to Related Parties (Long-term Loans from Related Companies)

Name of related party Balance at beginning of period Balance at end of period

NOT APPLICABLE

Schedule F. Guarantees of Securities of Other Issuers

Name of issuing entity of


Title of issue of each Total amount
securities guaranteed by the Amount of owned by person for
class of securities guaranteed and Nature of guarantee
group for which this statements which statement is filed
guaranteed outstanding
is filed
NOT APPLICABLE
-6-

Schedule G. Capital Stock

Number of shares Number of shares Number of shares held by


issued and reserved for
Number of shares Directors,
Title of issue outstanding at shown options, warrants, Related
authorized officers and Others
under related conversion and parties
balance sheet caption other rights employees

Preferred stock - P
=1 par
value cumulative and
convertible 100,000,000 960 – – – 960

Common stock - P
=1 par
value 19,900,000,000 13,277,470,000 – 9,228,925,294 350,337,111 3,698,207,595

20,000,000,000 13,277,477,960 – 9,228,925,294 350,337,111 3,698,208,555


See Note 22 of the Consolidated Financial Statements
DMCI HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018

Ratio Formula Current Year Prior Year


Current ratio Current assets/Current liabilities 218% 212%
Acid test ratio Quick assets/Current liabilities 104% 91%
Solvency ratio Net income plus Depreciation / Total liabilities 25% 34%
Debt-to-equity ratio Total interest-bearing debt/Total stockholders’ 46% 43%
equity
Net debt-to-equity Total interest-bearing debt less Cash and cash 25% 27%
ratio equivalents /Total stockholders’ equity
Asset-to-equity Total assets/Total stockholders’ equity 195% 188%
ratio
Interest coverage EBIT/Interest paid during the year 6x 12x
ratio
Return on equity Net income attributable to equity 13% 19%
holders/Average total stockholders’ equity
Return on assets Net income /Average total assets 9% 12%
Net profit margin Net income /Revenue 17% 24%
DMCI HOLDINGS, INC.
MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP

Group Structure
Below is a map showing the relationship between and among the Group as of December 31, 2019:

DMCI Holdings, Inc.

D. M. Consunji, DMCI Project DMCI Mining Wire Rope


Inc. (100%) Developers, Inc. Corporation Corporation of
(100%) (100%) the Philippines
(61.70%)*
A
DMCI Power Semirara Mining Semirara Cement
Corporation B and Power D Corporation
(100%) Corporation (100%)**
(56.65%)
Associate
DMCI Masbate
Power Corporation C
(100%) Maynilad Water
Holdings Company,
Inc.
(27.19%)
* Includes 16.02% investment of D.M. Consunji, Inc. to Wire Rope.
**Non-operating entity
-2-

Beta Electromechanical DMCI Technical Oriken Dynamix


Company, Inc. Joint Venture
Corporation Training Center,
(53.95%) Inc. (100%) (89%)*

Raco Haven DM Consunji, Inc.-First


Automation Balfour Joint Venture
Phil. (50.14%)* (51%)*

Associates

Bachy Solentache Obayashi Philippines


Philippines Corporation
Corporation (49%)* (39.55%)*

*Non-operating entities
-3-

DMCI PDI DMCI Homes Riviera Land Zenith Mobility DMCI Homes, Hampstead
Hotels, Inc. Property Management Corporation Solutions Inc. Gardens
(100.00%) Corporation (100%) Services, Inc. (100%)** Corporation
(100%) (51%) (100%)**

Associate Associate Joint Venture

Celebrity Sports Subic Water and RLC DMCI Property


Plaza Sewerage Ventures, Inc.
(4.62%) Company (30%) (50%)

*Includes 34.12% investment of DMCI to Riviera Land.


**Liquidating as of December 31, 2019
-4-

Joint Venture
Sem-Calaca Power Southwest Sem-Cal Industrial Park Semirara Southeast Luzon Semirara Energy
Corporation Luzon Power Developers, Inc. Claystone, Inc Power Generation Utilities, Inc.
(100%) Generation Corp. (100%)* (100%)* Corporation (100%)*
(100%) (100%)*

St. Raphael
Power Generation
Sem-Calaca RES Corporation
Corporation (50%)*
(100%)

*Non-operating entities
-5-

100% 100% 99% 40% 30%


40% 100%

TMM Management, Inc. * Ulugan Resources Holdings,


Inc.* Zambales
Zambales 1% Diversified
Fil-Asian Strategic Montemina Resources
Chromite Mining Metals Corp.
Company Inc.*
Resources & Prop.* * Corp.*

60% 60%
40%

40%
100% 60% Ulugan Nickel Corporation* Nickeline Resources
Holdings, Inc. *
100%
Mt. Lanat Metals
Montague Resources Corporation*
Philippines Fil-Euro Asia Nickel
Corporation* Corporation*

100% 60%

Heraan Holdings, Inc.*


40%
20% 60% 60%

Zambales Nickel Berong Nickel Corporation


Zamnorth Holdings ZDMC Holdings
Processing
Corporation* Corporation*
Corporation*

80% 40% 40%


*Non-operating entities
Sustainability Reporting Annex 2019
For submission to the Securities and Exchange Commission (SEC)

1
TABLE OF CONTENTS
Page Number
1. Contextual Information 4
2. Materiality Process 6
3. Economic Data
3.1 Economic Performance 9
3.1.1 Direct Economic Value Generated and Distributed 9
3.1.2 Defined benefit plan obligation and retirement plans for employees 9
3.2 Indirect Economic Impacts 11
3.2.1 Significant Indirect Economic Impacts 11
3.3 Climate-related risks and Opportunities 13
4. Environmental Data
4.1 Energy 14
4.1.1 Energy consumption within the organization 14
4.2. Effluents and Wastes 15
4.2.1 Water discharge by quality and destination 15
4.2.2 Waste by type and disposal method 16
4.2.3 Transport of hazardous wastes 17
5. Social Data
5.1 Employment 18
5.1.1 New Employee Hires and Employee Turnover 18
5.1.2 Benefits provided to full-time employees that are not provided to 20
temporary or part-time employees
5.1.3 Parental Leave 20
5.2 Labor/Management Relations 21
5.2.1 Minimum notice periods regarding operational changes 21
5.3 Occupational Health and Safety 22
5.3.1 Workers covered by an Occupational Health and Safety Management 22
System
5.4 Training and Education 22
5.4.1 Average training hours per employee per gender 22
5.4.2 Programs for upgrading employee skills and transition assistance 23
programs
5.5 Local Communities 24
5.5.1 Operations with local community engagement, impact assessments and 24
development programs
5.5.2 Operations with significant actual and potential negative impacts on 25
local communities
5.6 Customer Health and Safety 25
5.6.1 Assessment of the health and safety impacts of product and service 26
categories
5.6.2 Incidents of non-compliance concerning the health and safety impacts 26
of products and services
5.7 Socioeconomic Compliance 26

2
5.7.1 Non-compliance with laws and regulations in the social and economic 27
area
6. UN Sustainable Development Goals 28
ANNEX A.1: SEC Management Approach Template and other Specific 31
Disclosures (per subsidiary)
A.1.1 Economic
A.1.1.1 Economic Performance: Management Approach 31
A.1.1.2 Indirect Economic Performance: Management Approach 32
A.1.1.2.3 Significant Indirect Economic Impacts per subsidiary 33
A.1.2 Climate-related risks and opportunities
A.1.2.1 D.M. Consunji, Inc. (DMCI) 36
A.1.2.2 Maynilad Water Services, Inc. (Maynilad) 38
A.1.2.3 Semirara Mining and Power Corporation (SMPC) 40
A.1.2.4 DMCI Mining Corporation 43
A.1.3 Environment
A.1.3.1 Energy: Management Approach 45
A.1.3.2 Effluents and Wastes: Management Approach 48
A.1.3.2.1 Water discharge by quality and destination 47
A.1.4 Social
A.1.4.1 Employment: Management Approach 48
A.1.4.2 Labor/Management Relations: Management Approach 49
A.1.4.3 Occupational Health and Safety: Management Approach 50
A.1.4.4 Training and Education: Management Approach 51
A.1.4.5 Local Communities: Management Approach 52
A.1.4.6 Customer Health and Safety: Management Approach 53
A.1.4.7 Socioeconomic Compliance: Management Approach 55

3
Annex A: Reporting Template
(For additional guidance on how to answer the Topics, organizations may refer to Annex B: Topic Guide)

1.Contextual Information
Company Details

Name of Organization DMCI Holdings, Incorporated

Location of Headquarters 3rd Floor, Dacon Building 2281 Chino Roces Avenue, Makati City,
Metro Manila, Philippines

Location of Operations Philippines

Report Boundary: Legal entities This sustainability report covers the sustainability performance
(e.g. subsidiaries) included in this and data from DMCI Holdings, Inc. and its five subsidiaries,
report* namely:
● D.M. Consunji, Inc. (DMCI)
● DMCI Project Developers, Inc. (a subsidiary 100% owned
by DMCI Holdings, Inc. and the parent company of
DMCI Homes.)
● Semirara Mining and Power Corporation (SMPC)
● DMCI Power Corporation
● DMCI Mining Corporation

Likewise, the Company has indirect ownership in Maynilad Water


Services, Inc. (Maynilad) through a 27.19% stake in Maynilad
Water Holding Company, Inc., a consortium between Metro
Pacific Investments Corporation (MPIC), DMCI Holdings, Inc. and
MCNK JV Corporation (MCNK). The consortium owns 92.85% of
the water concessionaire Maynilad.

Business Model, including Primary DMCI Holdings, Inc. is a diversified engineering and management
Activities, Brands, Products, and conglomerate in the Philippines which specializes in general
Services construction, real estate development, power generation,
mining, water distribution, and manufacturing. It became
publicly listed on December 18, 1995, and since then, it is the sole
public company that focuses its core investment on construction.
It is one of the few publicly listed holding companies in the
Philippines with engineering as their core investment.

OUR STRATEGY

At DMCI, we deliberately choose to invest in industries where we


can optimize our engineering and management expertise and

4
construction resources on. Our company’s technical proficiency
can be attributed to our skilled and experienced employees in
the field. Therefore, we prioritize their well-being and personal
development by providing career opportunities and adequate
compensation and benefits. We also ensure that our employees
contribute effectively to our business performance while
considering our compliance with the standards on environment,
safety, quality, and corporate governance.

Reporting Period January 1 to December 31, 2019

Highest Ranking Person Isidro A. Consunji


responsible for this report Chairman and President
DMCI Holdings, Inc.

*If you are a holding company, you could have an option whether to report on the holding company only
or include the subsidiaries. However, please consider the principle of materiality when defining your report
boundary.

5
2. Materiality Process
Explain how you applied the materiality principle (or the materiality process) in identifying your
material topics. 1

This report covers the sustainability performance of DMCI Holdings, Inc. and its subsidiaries namely
D.M. Consunji, Inc. (DMCI), DMCI Project Developers, Inc. (a subsidiary 100% owned by DMCI Holdings,
Inc. and the parent company of DMCI Homes), Semirara Mining and Power Corporation (SMPC), DMCI
Power Corporation, and DMCI Mining Corporation. Likewise, the report includes the environmental and
social sustainability performance of Maynilad Water Services, Inc., a joint venture company with Metro
Pacific Investments Corporation (MPIC) and Marubeni Corporation.

For this sustainability report, we commissioned the University of Asia and the Pacific - Center for Social
Responsibility (UA&P-CSR) to conduct various stakeholder consultations in order to determine the
material topics and disclosures to be included in the report. Stakeholder engagement is a requirement
of the Global Reporting Initiative (GRI) Standards, the sustainability reporting framework that our
Company has adopted for this reporting cycle. At the same time, we were able to determine the
interests and concerns of our stakeholders about our operations through these consultations, which
were done through surveys and focus group discussions (FGDs).

Following the materiality principle of the GRI Standards, UA&P-CSR designed the survey questionnaire
to identify the GRI disclosures and topics that may or may not be material to our stakeholders in terms
of (1) influence on stakeholder assessments and decisions, and (2) significance of economic,
environmental and social impacts. Respondents were asked to identify the impact of the disclosure to
them as well as determine the influence that they have on a particular disclosure.

On the other hand, the FGDs were conducted to encourage the stakeholders to comprehensively share
their views and opinions regarding their experiences with our operations, as well as their interests and
concerns that were not covered by the survey questionnaire.

We consulted a total of 164 individuals, both representing internal and external stakeholders of our
subsidiaries. The list of stakeholder groups consulted for each subsidiary were drawn using rigid
stakeholder identification techniques and can be shown in the table below:

Table 1. List of Stakeholder Groups Consulted


D.M. DMCI DMCI MINING DMCI POWER
CONSUNJI, INC. PROJECT CORPORATION CORPORATION
DEVELOPERS,
INC.

Government Agencies ✔ ✔ ✔ ✔

Employees ✔ ✔ ✔ ✔

Customers ✔ ✔

1
See GRI 102-46 (2016) for more guidance.

6
Third-party Service Providers ✔ ✔ ✔ ✔

Media ✔ ✔

Community ✔

Electric Cooperatives ✔

However, the stakeholders of our subsidiaries that have earlier published their own sustainability
reports, such as SMPC and Maynilad, were excluded in the consultation process since they have already
engaged them as part of their respective materiality processes. The results of which were integrated
into the overall DMCI Holdings, Inc.’s materiality process.

We considered a threshold of at least 3.00 and above for both impact and influence for a topic to be
considered as material. Based on the results of the survey, 11 out of the 33 GRI topics are material to
our stakeholders.

Table 2. List of Material Topics

ECONOMIC ENVIRONMENTAL SOCIAL

Economic Performance Energy Employment

Indirect Economic Effluents and


Performance Wastes Labor/Management Relations

Occupational Health and


Safety

Training and Education

Local Communities

Customer Health and Safety

Socioeconomic Compliance

The materiality matrix below shows the topics that have the greatest impact and influence to our
stakeholders:

7
Based on the FGDs, our stakeholders acknowledged the efforts and determination of our subsidiaries
in contributing to the economic growth of several barangays and municipalities, complying with
environmental regulations, and establishing programs that would benefit the local communities in their
areas of operation. With this, our stakeholders also provided suggestions to improve certain aspects of
our operations, such as prioritization of local hires, information dissemination and monitoring and
evaluation of our environmental and social programs. The feedback helped us evaluate the impact of
our businesses on the local communities and understand their key priorities.

8
3. ECONOMIC

3.1 Economic Performance

DMCI Holdings aims to increase shareholder value and grow our core income by optimizing capital and
operational expenditures to fuel our business expansion activities. Beyond profit, we provide public
service and contribute to reducing inequities in society.

With our diverse portfolio, we contribute to the society and the nation’s progress while working towards
greater professionalism and reasonable returns for the Company and its employees. With this, we are
able to contribute higher taxes and royalties and continuously develop social programs for our host
communities. Likewise, we ensure that our employees obtain fair compensation and benefits. Lastly, we
conduct third party financial audits in all Company transactions.

3.1. 1 Direct Economic Value Generated and Distributed (201-1)

In 2019, DMCI Holdings generated a total value of Php 91,501 million which is a 5.54% increase in revenues
from the previous year. About 83.76% (Php 76,638 million) of it was distributed among the following:
operating costs, employee wages and benefits, dividends given to stockholders and interest payments to
loan providers, taxes given to the government, and investments to our host communities.

Disclosure Amount (PHP mil)

Direct economic value generated (revenue) 91,501

Direct economic value distributed:

a. Operating costs 48,803

b. Employee wages and benefits 8,793

c. Dividends given to stockholders and interest payments 11,557


to loan providers

d. Taxes given to government 7,409

e. Investments to community (e.g. donations, CSR) 76

3.1.2 Defined benefit plan obligation and retirement plans for employees (201-3)

All of our subsidiaries share the same policy as far as the employee benefit and retirement plans are
concerned such as offering regular employees non-contributory, defined benefit plans subject to the
number of years of service in the Company.

9
Defined benefit plan obligation and retirement plans for employees (201-3)

Employee Group Total Number of Number of Employee Number of Employee Percentage of salary
Employee Who Are Entitled to Who Are Entitled to contributed by
Benefit Plan Retirement Plans employee or
Obligation employer (%)

D.M. Consunji, Inc. 18,158 18,158 127 100% by Employer

DMCI Project Data gathering in Data gathering in Data gathering in Data gathering in
Developers, Inc. process process process process

Maynilad 2,218 (regular & - 2,217 100% by Employer


probationary)

333 (project-based)

Semirara Mining and SMPC has a noncontributory defined benefit plan


Power Corporation

DMCI Mining 175 (144 regular, 13 175 144 Data not available
Corporation under probationary,
4 consultants, 14
project-based
employees )

DMCI Power 282 N/A 282 100% by Employer


Corporation

Employee Group Total Number of Employee Amount Released (Php) Amount Allocated (Php)

D.M. Consunji, Inc. 53 25,953,197.29 59,107,573.19

DMCI Project Developers, Inc. Data gathering in process Data gathering in process Data gathering in process

Maynilad 2,551 (2,218 regular & 49,966,981.00 Data not available


probationary and 333 (project-
based)

Semirara Mining and Power SMPC has a noncontributory defined benefit plan
Corporation

DMCI Mining Corporation 175 (144 regular employees, 13 Data not available Data not available
under probationary, 4
consultants, 14 project-based
employees)

10
DMCI Power Corporation 282 6,297,622 26,861,140 (Total Amount
allocated for DPC and DMPC for
the year 2020 only. There is no
available information for 2019.
DPC only allocates periodically,
albeit the period is not defined,
and not yearly.)

Semirara Mining and Power Corporation has a non-contributory defined benefit plan. The net defined
benefit liability or asset is the aggregate of the present value of the defined benefit liability at the end of
the reporting date reduced by the fair value of plan assets (if any), adjusted for any effect of limiting a net
defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits
available in the form of refunds from the plan or reductions in future contributions.

3.2 Indirect Economic Impacts

Our responsible and innovative investments play an important role in building a thriving society in our
areas of operations and throughout the Philippines. These spur growth in terms of livelihood and business
opportunities during and after the projects’ completion. We also use our expertise and advanced
technologies to address the urgent and unmet needs in our communities. We work responsibly on behalf
of our employees, customers, communities, and all other stakeholders. Moreover, we are continuously
working to improve our businesses, our communities, and the society around us.

The local workforce benefits through skills enhancement and additional knowledge provided in the
communities where our projects are located. We also ensure that we prioritize the hiring of local
manpower in the project vicinity and the utilization of local materials and subcontractors for our projects
as these areas are the ones impacted by our operations.

We aim to expand our service coverage to the poor and informal settler communities and to look for
solutions to the financial, legal, and technical hurdles to connect these communities to the network. We
also set a coverage target for the year and evaluate our success based on our adherence to these targets
and to our budget.

Our approach is to also translate the business agenda into social good. For example, our duty of
communicating the importance of good sanitation and the protection of waterways inevitably leads to
encouraging our customers to avail of the services of our companies.

3.2.1 Significant Indirect Economic Impacts (203-2)

DMCI Holdings, through our subsidiaries, helps in uplifting the lives of the families residing in areas of our
operations. With our social initiatives, we hope that we make the most impact and value for the Filipino
people and our nation. For instance, we are able to provide local employment to many Filipinos in various
provincial areas such as Batangas, Palawan, Masbate, Zambales, Mindoro, Antique, Davao, Marinduque,
Ormoc, Zambales, Tacloban, and Iligan. The employment of the local workers generates small businesses
like canteens, sari-sari stores, laundry shops, food stalls, and apartments.

11
Some of the highlights include:

D.M. Consunji, Inc. In relation to employee training and development, D.M. Consunji, Inc. has
collaborated with the Technical Education and Skills Development Authority (TESDA) to upgrade the skills
of the company’s construction workers. With this, DMCI hopes to set above industry standards in the
implementation of its construction work activities.

Maynilad Water Services, Inc. We provided 41% or Php 90.93 lifeline discount per monthly billing to each
of our 341,881 customers. For 2019, we have given an estimated amount of Php 373 million for our lifeline
customers. This discount is also given to our 2,180 senior citizen customers that amounted to Php 6 million
per month.

We are also able to generate an estimated 34,276 jobs from our Capital Expenditures investment for 2019.
Moreover, our local hires for our projects have resulted in an increase in zonal value.

Furthermore, accounts under our Carriedo Will are able to enjoy free services. For 2019, we supplied
228,912 cubic meter (cu.m.) of water for free of charge which is equivalent to Php 20,500,053.44 (VAT
exclusive).

SMPC. Local small and medium-sized enterprises (SMEs) thrive in a robust economy driven by our
operations in several municipalities and provinces. For instance, Barangay Semirara, a direct impact
community in Semirara Island, has recorded 283 renewal business permits and 181 new permits in 2019.
In addition, local residents are able to enjoy an affordable electricity rate of Php 5 per kwh because of
SMPC’s continuing electricity subsidy of Php 2.50 per kwh through the Antique Electric Cooperative, Inc.
(ANTECO).

SMPC has also developed a Master of Arts in Education Program for public and private school teachers in
the island. This program started in 2019 which aims to improve the teachers’ competency and to continue
their professional development. To date, 183 teachers from 10 public and private schools have completed
the program and have applied their learnings in improving their teaching methods and curriculum to their
respective schools. SMPC has already invested Php 1.8 million for this program.

DMCI Mining Corporation. Barangay Berong in Quezon, Palawan, where Berong Nickel Corporation (BNC)
is situated, is currently the second most economically stable barangay in the municipality. The Company
has also contributed to the increase in income of local SMEs brought about by the rise in the consumer
power of the residents.

In the area of education, DMCI Mining has helped 116 students from 2011 to 2019 graduate from college.
The graduates have been employed by the Company and are able to provide for their family.

DMCI Power Corporation. The continuous efficient operation of DMCI Power has brought about the
increase of growth-inducing potential for the communities situated in its areas of operations. Reliable
electricity is an essential factor in attaining development in these areas. Lesser power outages brought
about by the existence of the Company’s power plants have made possible a steady pace in progress
through relentless construction of new buildings for tourism, improvement of infrastructure, building of
hospitals, schools, and churches.

12
(See Annex A.1.1.2.3 for Significant Indirect Economic Impacts per subsidiary)

3.3 Climate-related risks and opportunities

DMCI Holdings takes into consideration the climate-related risks and opportunities in all its business
operations and activities. All the subsidiaries are responsible for managing climate-related concerns in
terms of governance, strategy, risk management, and metrics and targets used.

When it comes to governance, climate-related risks are monitored and reviewed by the Board. Moreover,
they oversee if the environmental objectives of the Company are fulfilled. In D.M. Consunji, Inc., the head
of the Environmental Management System (EMS) and the Integrated Management Representative (IMR)
are tasked to evaluate climate-related issues. Climate change risks are also covered under the enterprise
risk management in Maynilad and Berong Nickel Corporation’s strengths, weaknesses, opportunities, and
threats (SWOT ) analysis in DMCI Mining. In Semirara Mining and Power Corporation, the integrated
Governance, Risk, and Compliance (GRC) framework are aligned with the pillars of the Financial Stability
Board’s Task Force on Climate-related Financial Disclosures (TCFD).

To assess the appropriate strategies, climate-related risks and opportunities are identified over short-,
medium-, and long-term periods. In general, the operations in DMCI Holdings will be greatly affected due
to climate change. There will be a decrease in productivity, thus resulting in less revenue for the Company.
It may also cause health and safety hazards especially to the employees in various sites. Such risks are
then mitigated through a detailed assessment process that complies with regulatory standards. In D.M.
Consunji, Inc., they utilize the Context of the Organization (COTO) Process to determine climate-related
risks and opportunities. Their risk and opportunity assessment process also includes the following factors:
Impact (I), Probability (P), and the effects of existing Control (C) on the identified risks. For Maynilad,
environmental scanning is conducted during the top management meeting. Semirara Mining and Power
Corporation aims to develop and improve its adaptive capacity to respond to climate-related risks to
better manage the associated risks and seize opportunities, including the ability to respond to transition
risks and physical risks. This includes improving our communication of key climate-related material
information to our stakeholders. Likewise, DMCI Mining performs its risk management through daily
monitoring of the weather in their sites.

Furthermore, several metrics and targets were used in each subsidiary to ensure that the climate-related
risks and opportunities are effectively managed.

(See Annex A.1.2 for climate-related risks and opportunities per subsidiary)

13
4. ENVIRONMENT

4.1 Energy (302)

The nature of our businesses and our reliance on technology necessarily entail high consumption of
energy. Hence, we optimize our energy consumption in relation to our operational needs. We aim to
reduce our greenhouse gas (GHG) emissions by lowering our energy and fuel consumption.

We have full time safety officers to monitor and control the use of fuel and energy dependent on the
volume of construction activities in the specific phase of construction projects through the use of efficient
equipment and power conservation in the facilities. Additionally, specific actions for our goals include the
right selection of equipment size efficiency and capacity, and energy conservation programs through
awareness campaigns.

We also implemented energy conservation initiatives such as power management, process optimization
and improvement, installation of solar panels for renewable energy, refurbishment of equipment,
automation, LED lights, and installation of variable frequency drives for large pumps and motors.

4.1.1 Energy consumption within the organization (302-1)

DMCI Holdings aims for the continuous efficient use of energy in all its subsidiaries. Maynilad has the
highest total electricity consumption, and the lowest total electricity consumption comes from DMCI
Mining.
In terms of fuel, D.M. Consunji, Inc. and Maynilad both consumed diesel and gasoline only. Meanwhile,
DMCI Project Developers, Inc. and DMCI Mining utilized LPG in addition to diesel and gasoline.

Energy consumption within the organization (302-1)


Total Fuel Consumption
Total electricity
Gasoline Other types of consumption
Subsidiary Diesel (liters) (liters) LPG (kgs) Fuel (liters) (KW/hr)
D.M. Consunji, Inc. 640,000.33 1,121.92 0 0 539,865.70
DMCI Project
Developers, Inc. 5,000 43,200 3,168 0 280,000.00
Maynilad 1,674,788.79 87,470.46 - 0 129,548,696.00
Semirara Mining and 182,877,723 22,278 5.75 2,365,428,746 313,538,333
Power Corporation (tons)- Coal
DMCI Mining
Corporation 44,145.14 34,126.57 322.00 0 10,991.93
DMCI Power 39,032,695.80 (HFO) N/A N/A N/A 7,523,649.95
Corporation 48,368,952.68 (LFO)

14
4.2. Effluents and Wastes (306)

Guided by our core values, we aim to lessen our water consumption, ensure that the quality of water
discharge is passed in accordance with the regulatory standard, and reduce the volume of generated
hazardous and solid wastes. We also comply with applicable legislation and the needs of relevant
interested parties associated with our operations and services.

One of our goals in DMCI Holdings is to ensure the protection of the environment and the occupational
health and safety of our workforce. As such, our subsidiaries are certified to various international
standards per industry as a symbol of our responsibilities in relation to environmental protection in the
conduct of our businesses and in compliance with government regulations, particularly the Department
of Environment and Natural Resources (DENR).

We have set in place treatment and waste management programs in accordance with the applicable laws
such as RA 9003 (Ecological Solid Waste Management Act of 2000) and RA 6969 (Toxic Substances and
Hazardous and Nuclear Wastes Control Act of 1990). These include transportation and treatment of waste
through DENR-accredited haulers and treaters, waste segregation at source, and most importantly,
recycling.

With the expertise of our EMS manager and our pollution control officers, our goals for environmental
management include zero environmental complaints and zero environmental incidents. In addition, we
provide personnel as well as infrastructure such as material recovery facilities, waste treatment facilities,
and accredited hazardous waste haulers and treaters.

4.2.1 Water discharge by quality and destination (306-1)

We have a set of water sources and discharge destinations for each of our subsidiaries to ensure the
quality of water in the area of our operations. Our subsidiary, SMPC, has the highest amount of water
discharge at 878,105,860 cubic meter (cu.m.).

Meanwhile, D.M. Consunji, Inc. operates in Taguig Complex and collects water from Manila Water. We do
not have any discharge as (per ECC) we also treat and recycle our water.

DMCI Homes’ headquarter is in Bangkal, Makati City and stores water discharge at two septic tanks with
capacities of 75 cu.m. and 20 cu.m., to treat it with Vigormin which overflows at the barangay sewer.

Moreover, Maynilad has business activities in different locations in Metro Manila (Manila, Muntinlupa,
Caloocan, Quezon City, Pasay, and Paranaque) and sources water either from Angat Dam or Laguna Lake.
Our water discharge amounted to 74,499,823.93 cu.m. proceeds to different destinations (such as Estero
De Santibanez, Pasong Diablo River, Maypajo Creek, Culiat Creek, Dario Creek, San Francisco River,
Mairbolo Creek, San Juan River, Talayan Creek, Delain Creek, Malabon Creek, and Manila Bay).

DMCI Mining’s site in Barangay Berong, Quezon Palawan sources water from Libungan River with a water
discharge of 954,579 cu.m., while our operations in Sitio Acoje, Barangay Lucapon South, Sta. Cruz,
Zambales sources water from Kinabuang Kabayo.

DMCI Power also conducts its operations in different provinces namely, Palawan, Masbate, and Oriental
Mindoro. Our project in Palawan sources water from deep well and rain water and discharges a total
amount of 15,154 cu.m. Our power plant in Barangay Tugbo, Mobo, Masbate collects water from deep

15
well and water district, and disposes water based on the discharge permit issued by the DENR-EMB which
is less than or equal to 17 cu.m. per day then proceeds to the Mobo Bay (classified as class SB water body
by the DENR-EMB). Meanwhile, our operations in Sta. Isabel, Calapan City, Oriental Mindoro sources
water from Calapan Water.

(See Annex A.1.3.2.1 for water discharge by quality and destination per subsidiary.)

4.2.2 Waste by type and disposal method (306-2)

Most of the non-hazardous wastes generated were either recycled, composted, or brought to the landfill.
Among our subsidiaries, D.M. Consunji, Inc. has the highest total solid waste generated.
Maynilad has stored the largest amount of hazardous wastes onsite, followed by DMCI Mining. Maynilad
also has the largest amount of hazardous wastes that were disposed of and treated by a third-party
contractor, while SMPC has acquired the smallest amount.
Non-Hazardous Wastes

Total Solid
Waste
Reused Recycled Composted Residuals/Landfilled On-site stored Generated
Subsidiary (kgs) (kgs) (kgs) (kgs) Weight (kgs) (kgs)
D.M. Consunji, Data not
Inc, 9,188,337 6,125,558 21,439,453 24,502,232 available 61,255,580
DMCI Project 1,320 (wet paper,
Developers, Inc. 0 2,640 1,320 240 mixed trash) 0
Data not
Maynilad 0 19,628 26,809 12,546 available 58,982
Semirara Mining
and Power
Corporation No Data 1,078,953 14,465 191,500 No Data 1,284,918
DMCI Mining
Corporation 0 2,752 15,212 9,258 25,618.250
DMCI Power Data not Data not Data not Data not available Data not Data not
Corporation available available available available available

Hazardous Wastes

Disposed / Treated by Third


On-site stored Party Contractor
Subsidiary Weight (kgs) Weight Disposed / Treated (kgs)
D.M. Consunji, Inc, 26,840 Data not available
DMCI Project Developers, Inc. 120 Data not available
Maynilad 113,873.64 56,836.28
Semirara Mining and Power Corporation 137,559 59,320
DMCI Mining Corporation 159,810 37,800

DMCI Power Corporation 344,400.50 421,483.00

16
4.2.3 Transport of hazardous wastes (306-4)

None of our subsidiaries either imports or exports its hazardous wastes. Among them, Maynilad has the
largest amount of hazardous waste that is transported, treated, and generated hazardous wastes.

Hazardous waste Hazardous waste Hazardous waste Hazardous waste Hazardous waste
Subsidiary transported (kgs) imported (kgs) exported (kgs) treated (kgs) generated (kgs)
D.M. Consunji, Inc, 26,840 0 0 26,840 26,840
DMCI Project Developers, Data not yet Data not yet Data not yet Data not yet Data not yet
Inc. available available available available available
Maynilad 56,840 0 0 56,840 113,870
Semirara Mining and
Power Corporation 59,320 0 0 59,320 196,879
DMCI Mining Corporation 37,800 0 0 27,000 65,730
DMCI Power Corporation 421,483 0 0 421,483 421,483

17
5. SOCIAL

5.1 Employment (401)

In DMCI Holdings, we aim for inclusivity in terms of hiring our employees and personnel. Our Company
ensures that we hire competent and skilled employees. We have established a comprehensive process for
direct labor recruitment, technical and management personnel recruitment, compensation and benefits,
training and development, and employee relations.

As one of the leading companies in the country, we always aim to comply with labor laws and address the
concerns of our employees in such a way that labor and capital complement each other. With our Human
Resource (HR) Department leading the way, we conduct local job fairs in project site localities, source
candidates through third-party vendors, websites, social media accounts, and even advertise job
openings. Furthermore, we measure our employee performance through an HR Performance
Management System wherein competencies are identified, and gap analysis is conducted to establish the
areas for skills training, basis for merit increases and promotions.

5.1.1 New Employee Hires and Employee Turnover (401-1)

Our subsidiary, DMCI, has the highest record of new male employee hires, and male and female employee
turnovers of 2,882, 997, and 92, respectively, that all range from 18 years old and above. While DMCI
Project Developers, Inc (DMCI Homes) has the highest record of new female employee hires of 173 that
also range from 18 years old and above.

New Employee Hires

MALE
Age D.M. DMCI Project Maynilad DMCI Mining DMCI Power
Group Consunji, Inc. Developers, Inc. Corporation Corporation

18-30 1,316 1,393 124 7 24


31-50 125 1,316 38 27 36
Over 50
years old 1,441 125 1 11 7
TOTAL 2,882 2,834 163 45 67

New Employee Hires

FEMALE
Age D.M. Consunji, DMCI Project Maynilad DMCI Mining DMCI Power
Group Inc. Developers, Inc. Corporation Corporation
18-30 38 159 68 4 14
31-50 1 14 12 0 27
Over 50
years old 0 0 0 0 5
TOTAL 39 173 80 4 46

18
Employee Turnover

MALE
Age D.M. DMCI Project Maynilad DMCI Mining DMCI Power
Group Consunji, Inc. Developers, Inc. Corporation Corporation
18-30 535 95 50 0 5
31-50 381 16 48 1 3
Over 50
years old 81 0 12 2 2
TOTAL 997 111 110 3 10

Employee Turnover

FEMALE
Age D.M. Consunji, DMCI Project Maynilad DMCI Mining DMCI Power
Group Inc. Developers, Inc. Corporation Corporation
18-30 68 74 28 0 4
31-50 24 15 11 0 5
Over 50
years old 0 0 7 0 0
TOTAL 92 89 46 0 9

Semirara Mining and Power Corporation

New Employee Hires Employee Turnover

By Age Group

Under 30 years old 267 225

30-50 years old 326 106

Over 50 years old 2 6

Total 595 337

By Gender

Male 535 309

Female 60 28

Total 595 337

19
5.1.2 Benefits provided to full-time employees that are not provided to temporary or part-time employees
(401-2)

Our employees play a major role in the continuous growth of our business operations. The compensation
benefits and personal development programs that we provide may help in further boosting their
performance as we strive to constantly hone their skills in the workplace.

Aside from the government-mandated benefits for employees such as leaves, 13th month pay, and health
insurance, DMCI Holdings provides additional aid to boost our employees’ well-being and keep them
motivated at work.

Semirara Mining DMCI


Employee Benefits D.M. Consunji, DMCI Project and Power Mining DMCI Power
Inc. Developers, Inc. Maynilad Corporation Corporation Corporation

Accident life insurance YES YES YES YES YES YES

Health Care Insurance YES YES YES YES YES YES

Disability and invalidity YES YES YES YES NO YES


coverage

Retirement provision YES YES YES YES YES YES

Stock ownership NO NO YES NO NO NO

SSS YES YES YES YES YES YES

Pag-Ibig YES YES YES YES YES YES

Phil Health YES YES YES YES YES YES

5.1.3 Parental Leave (401-3)

All employees of DMCI Holdings’ subsidiaries who availed of their parental leave benefit in 2019 have
returned to work after the leave duration.
Semirara
DMCI Project Mining and
MALE
D.M. Consunji, Developers, Power DMCI Mining DMCI Power
Inc. Inc. Maynilad Corporation Corporation Corporation
Entitled to Parental Leave 413 166 1906 3191 86 125
Employees who took Parental
Leave 413 25 72 41 3 4
Employees who returned to
work after parental leave ended 413 25 72 41 3 4

20
Employees who returned to
work after parental leave ended
who were still employed twelve
months after their return to
work 379 5 72 41 2 4
% Retention Rate 100% 100% 100% 100% 100% 100%

DMCI Semirara
Project Mining and DMCI DMCI
FEMALE
D.M. Developers, Power Mining Power
Consunji, Inc. Inc. Maynilad Corporation Corporation Corporation
Entitled to Parental Leave 26 788 645 245 58 57
Employees who took Parental
Leave 26 44 32 14 4 5
Employees who returned to
work after parental leave
ended 26 43 32 14 4 5
Employees who returned to
work after parental leave
ended who were still employed
twelve months after their
return to work 24 40 32 14 3 5
% Retention Rate 100% 100% 100% 100% 100% 100%

5.2 Labor/Management Relations (402)

DMCI Holdings sees to it that our relationship with our employees, whether regular or project-based, is
always healthy and fruitful. As such, our HR and administration departments have a dedicated process
and resources to address issues with labor relations such as new employment contracts, renewal of
contracts and transfer notifications, and employee engagement programs.

Our Company has Code of Business Conduct and Ethics which all employees must follow. Applicable labor
laws and regulations are also being complied with. Moreover, we aim to comply with applicable legislation
and the needs of relevant interested parties associated with our operations and services which include its
own workforce. These are all done with the goal of developing and maintaining the best workforce in the
construction industry. Thus, employee engagement programs such as sports festivals, contests, and
surveys are implemented to pursue this goal. With our HR department at the fore, employee relation
issues are discussed during the monthly corporate administration department meetings such as the
number of violations, the status of cases, and other issues concerning the welfare of employees.

5.2.1 Minimum notice periods regarding operational changes (402-1)

In terms of operational changes, our employees are provided a minimum notice period of 30 days, except
for Semirara Mining and Power Corporation with a minimum notice period of 1 week. Additionally, our
Code on Proper Conduct is reviewed and amended annually as deemed necessary.

21
5.3 Occupational Health and Safety (403)

In our business, safety is of the highest priority. Thus, our Company aims to provide the highest
operational health and safety standards, and the prevention of accidents, injury, loss, or damage. Another
part of our Company goals is to provide appropriate resources and facilitate a safety mindset of all
employees, regular or project based, and our subcontractors.

One of the strongest objectives of our Company is building structures of technical integrity that enhance
both the society and the nation's progress while ensuring the protection of the environment and a healthy
and safe workplace for our employees and other stakeholders affected by our business operations. As
such, our Environment, Health, and Safety (EHS) Department ensures zero loss time as well as an accident
and injury-free workplace. Also, a labor representative is elected in each project's health and safety
committee as a medium to convey concerns to our top management. Our adherence to health and safety
include daily tool box meetings, consultations with regulatory bodies, mandatory safety orientation and
training, annual physical exam, provisions of personal protective equipment (PPEs), clinic, occupational
health personnel, and first aiders. Lastly, incidents and accidents are reported in the monthly EHS
meetings and appropriate actions are discussed for implementation. All workers of the six subsidiaries of
DMCI Holdings are covered by their respective occupational health and safety management systems.

5.3.1 Workers covered by an Occupational Health and Safety Management System (403-8)

All employees of all DMCI Holdings subsidiaries, including Maynilad, are covered by an Occupational
Health and Safety Management System (OHSAS 18001:2007) that has been internally and externally
audited.

5.4 Training and Education (404)

We invest in the future by providing our employees and workers with the necessary skills to be effective
in carrying out their tasks and responsibilities. Additional training and education will help to improve the
skills of our people, thereby improving the standard of services and raising employee morale.

We have internal training programs to address the training requirements of our employees. We conduct
Engineers' Development Program, Management Development Program, and National Certification II
Trainings. Additionally, training evaluation is conducted to determine the effectiveness of the training
given. The results of training evaluation are reviewed, and necessary modifications are implemented.

Training programs are selected and implemented based on HR’s training needs analysis every year. The
HR competency framework identifies the required skill sets, knowledge, and abilities per role under each
division or functional category. Also, all employees of our subsidiaries receive performance and career
development review to assess their proficiencies on their respective tasks (404-3). This review is also the
basis of the type of training to be provided to our people the next year.

5.4.1 Average training hours per employee per gender (404-1)

22
DMCI Holdings provided an average of 32.69 training hours for male and 35.83 training hours for female
employees last 2019.

Average Training Hours Quantity


(MALE Employees) (hrs/employee)
D.M. Consunji, Inc, 10.19
DMCI Project Developers, Inc. 9.43
Maynilad 36.16
Semirara Mining and Power
Corporation 72.55
DMCI Mining Corporation 60.40
DMCI Power Corporation 7.39
AVERAGE 32.69

Average Training Hours Quantity


(FEMALE Employees) (hrs/employee)

D.M. Consunji, Inc, 16.11


DMCI Project Developers, Inc. 9.00
Maynilad 38.68
Semirara Mining and Power
Corporation 84.51
DMCI Mining Corporation 56.50
DMCI Power Corporation 10.18
AVERAGE 35.83

5.4.2 Programs for upgrading employee skills and transition assistance programs (404-2)

We believe that by providing our employees and workers with the needed skills, it will help them to
effectively carry out their tasks and responsibilities. The following are training programs attended by our
people to address the skills requirement for their respective positions:
Semirara Mining
D.M. Consunji, DMCI Project and Power DMCI Mining DMCI Power
Inc. Developers, Inc. Maynilad Corporation Corporation Corporation
Soft Skills Soft skills training Professional Behavioral People Technical Training
Training (classroom)0 Development Management
Programs internal and Program (FIDIC,
external Basic Internal
Controls, etc.)
Technical and Technical skills Integrated Environment, Leadership Safety and
Leadership training- classroom Management Health and Safety Program Compliance
Training training and actual System (8Hr (EHS) Training Training
Programs exposure provided Mandatory OHS
by internal and Orientation,
external training Management
providers (TESDA< Briefing on ISO
DMCTC< DOLE, etc.) 45001, etc.)

23
Management E-learning-webinars Participation in Leadership Core Behavioral
Development Conferences Program Competencies Training
Program
Quality Training 2019 Annual Professional and Technical Skills Managerial and
Corporate Technical Leadership
Governance Development Training
Enhancement
Session (ACGES)
for Directors &
Officers, etc.)

Other IT Related Users Quality Team


Certification Training Management Development
Training (Computerized System
Maintenance
Management
System, BI
Archiving, etc.)

Core Competency Management


Development Development
Program Program,
(Business Writing,
Interpersonal
Effectiveness,
etc.)

Leadership ISO, OSH, GIS


Program Trainings
Cadet Program
(Facilitation Skills
for Cadet
Trainers)

5.5 Local Communities (413)

One of our Company’s policies for our local communities is to formally assess the environmental aspects
in all stages of the construction life cycle and incorporate systems that eliminate or control impacts. Local
communities are directly affected by the operations of our subsidiaries. Since these communities are our
primary source of manpower and space to produce our goods and services, it is our responsibility to
maintain a good relationship with the residents and the local government units of these municipalities
and provinces. Our social responsibility as a Company is stated in our Corporate Mission and in one of the
corporate values. Finally, we also intend to contribute to meeting the national targets for the United
Nations Sustainable Development Goals (UN SDGs).

5.5.1 Operations with local community engagement, impact assessments and development programs
(413-1)
All subsidiaries of DMCI Holdings have implemented local community engagement, impact assessments,
and/or development programs in their operational sites. For DMCI, all projects have Aspect Identification
and Impact Assessment (AIIA) programs within the construction period.

We engage with our local communities through different development programs across our subsidiaries.
In Maynilad, we have a Plant for Life project where we planted a total of 36,070 mangroves covering

24
approximately 39.4 hectares. We also partnered with various schools to implement programs that involve
the students. To improve quality education, we participated in Brigada Eskwela of which we adopted 170
schools. In addition, as we value having clean and safe water in the communities, we installed 50 drink-
wash areas in a total of 541 beneficiary schools since 2008, and converted another 150,000 elementary
and high school students into “Water Warriors.”

Another subsidiary, DMCI Power, also took part in regular social development programs in its sites in
Mindoro, Palawan, and Masbate. It has a wide range of programs for the communities in various areas
such as in livelihood (small-scale broiler chicken raising/poultry farm production, skills training on bread
and pastry production, turmeric cultivation), environment (river clean-up and rehabilitation and
nationwide tree planting activity), health (dental mission, busog-lusog nutrition feeding program, and
Doktor ng Barangay program), among others.

5.5.2 Operations with significant actual and potential negative impacts on local communities (413-2)

We ensure to provide quality services to our stakeholders in local communities, but at the same time, we
recognize our significant actual and potential negative impacts. In DMCI, some of our potential negative
impacts include dust and noise from construction activities, vehicular traffic in infrastructure project
locations, and contamination of hazardous wastes such as used oil and batteries. Moreover, in DMCI
Power, we are currently monitoring potential effects such as oil spills, emissions, pollution, and
wastewater management.

5.6 Customer Health and Safety (416)

The health and safety impacts of our businesses to our customers directly affect the brand and reputation
of DMCI Holdings and its subsidiaries. Our customers are one of the major contributors to the economic
success of our businesses, so we have to maintain a good relationship with them by providing the best
quality of our products and services.

We comply with the applicable legislation and needs of relevant interested parties associated with our
operations and services which include the National Building Code and other codes and specifications. This
is in relation to our mission which is to focus on building structures of technical integrity that enhance
both the society and the nation’s overall progress.

We also manage the quality of our products and services by conducting regular and systematic
assessments to ensure that it will not cause any harm to our customers. One of our subsidiaries, SMPC,
reported that 100% of our products and services are assessed for improvement. At SMPC, we also conduct
orientations on stockpile management for our customers. Moreover, our other subsidiaries also have
different initiatives to ensure the health and safety impacts of our products and services to our customers.

in DMCI, we aim to be 100% compliant to applicable codes and specifications based on the contract
requirements. Moreover, as part of our value-creation for our clients, issues with workmanship defects
are reported during the defect liability period, and issues with warranty are addressed by the project
team. We also ensure that professional indemnity insurance is applied to cover issues that may arise on
the design, safety, and performance. We also conduct corporate quality assurance and control meetings
to discuss issues with quality performance and non-conformities identified in the ongoing and completed

25
project. Occupancy permit inspections are transmitted to the Company as the contractor for necessary
corrective actions in case of deficiencies and nonconformities with all applicable laws and regulations.

In Maynilad, our policies on customer health and safety are guided by the Philippine National Standards
for Drinking Water (PNSDW). To assure that we are distributing a good and safe quality of water to our
customers, the water samples we collect undergo strict bacteriological, physical, and chemical
examinations. Our newly expanded central laboratory is accredited by the Department of Health (DOH)
as a laboratory for drinking water analysis. Our lab technicians ensure that we follow the new quality
parameters set by the DOH’s updated PNSDW. We also invested in a new central laboratory and
equipment in the area of our operations.

5.6.1 Assessment of the health and safety impacts of product and service categories (416-1)

For DMCI Holdings, all our projects have established a Hazard Identification, Risk Assessment & Control
(HIRAC) process. For Maynilad, we have established a company-wide system procedure for HIRAC which
was implemented to all its divisions. We also have a Maynilad Water Safety Plan, and we separated a tool
for assessing the OHS risk of our contractors and subcontractors. For DMCI Mining, we have established
an effective process of implementing programs to identify, evaluate, and control the hazards and risks
that we might encounter. Thus, it resulted in a good safety performance record for the company. In fact,
we have no record of fatal incidents and reduction of our recorded accidents to zero since the inception
of the project.

5.6.2 Incidents of non-compliance concerning the health and safety impacts of products and services (416-
2)

Our efforts and hard work are the reasons for our Company’s best results. We take pride that DMCI Mining
has no record of non-compliance with laws and voluntary codes. Unfortunately, despite our best efforts,
one of our subsidiaries, DMCI, has recorded two different incidents of non-compliance concerning the
health and safety impacts of our products and services. One incident of non-compliance with regulations
resulting in warning was due to an infrastructure-environmental complaint, while the other was four
incidents of non-compliance with voluntary codes based on the findings of the external audit.

5.7 Socioeconomic Compliance (419)

Business continuity is vital to any business, and DMCI Holdings aims to comply with all government
regulations, specifically on social and economic areas. It is our responsibility to be transparent to the
government to avoid sanctions, penalties, or worse, suspension of our operations. Compliance obligations
such as applicable laws, regulations, and ordinances are being identified through the compliance
obligations registries related to labor, business and EHS laws. Compliance with these obligations is being
reported on a quarterly basis to the Corporate Compliance Officer (CCO).

In DMCI Holdings, we comply with applicable legislation and the needs of relevant interested parties
associated with our operations and services. Our administration and legal departments, as well as our
corporate compliance officers, ensure zero fines and work stoppage due to non-compliance with

26
regulatory requirements. We also conduct compliance obligations reviews, results of which are reported
to the CCO for applicable actions.

5.7.1 Non-compliance with laws and regulations in the social and economic area (419-1)

However, our socioeconomic obligations also involve transparency at all times. Thus, in 2019, we have
encountered instances in one of our subsidiaries involving non-compliance. There is a case between the
Metropolitan Waterworks and Sewerage System (MWSS) and Pollution Adjudication Bureau and
Environmental Management Bureau wherein Maynilad was ordered to pay the following: (1) Php
921,464,184 for the period 7 May 2009 to 6 August 2019, and (2) Php 322,102 per day, subject to further
10% increase every two years until full compliance with Section 8 of the Clean Water Act. As of writing,
the Motion for Reconsideration is still pending with the Supreme Court.

Another case faced by Maynilad in 2019 is the Notice of Non-Conformance from the MWSS Regulatory
Office, specifically 26 incidents of non-compliance with water and wastewater quality standards (22 for
water quality standards, and four for wastewater quality standards). As of writing, there is still no formal
communication regarding the corresponding penalties/fines for the case. Nevertheless, the MWSS
Regulatory Office (MWSS RO) fined Maynilad amounting to Php 2,500 per water service connection which
is equivalent to Php 5,792,500 for the 2,317 severely affected accounts as the situation has already
affected the customers in PMP Pagkakaisa, CAA Las Pinas City for more than 15 consecutive days.
Furthermore, a total of Php 574,080 was fined to Maynilad for the 19,136 accounts affected by the water
discoloration occasioned by the water interruption. These penalties were settled in a form of rebates that
were provided to Maynilad customers.

27
6. UN SUSTAINABLE DEVELOPMENT GOALS

Achieving the UN SDGs is important as it improves the quality of life in order to establish a sustainable
society. Hence, our Company, through its subsidiaries and joint venture, takes effort to meet the UN SDGs,
by ensuring that our key products and services contribute in addressing global social and environmental
issues. As we strengthen our economic, environmental, and social values and mitigate our negative social
and environmental impacts, we also help our Company achieve sustainable economic growth.

Product or Service Contribution to UN SDGs


Key products and services and its contribution to sustainable development.

Key Products Societal Value / Contribution to UN Potential Negative Management Approach to


and Services SDGs Impact of Negative Impact
Contribution

Infrastructure SDG 9- Industry, Innovation and There is an increase in We address our negative
(D.M. Infrastructure carbon dioxide impact through the use of
Consunji, Inc.) emission through the recycled material in
DMCI’s contribution to UN SDG is use of cement and construction such as the
our construction of quality, reliable, other building extensive use of Pulverized
sustainable and resilient materials. Fuel Ash (PFA) as partial
infrastructure, including regional replacement of cement to
and trans-border infrastructure, to reduce the carbon footprint.
support economic development and
human well-being, with a focus on
affordable and equitable access for
all.

Building SDG 11- Sustainable Cities and There is an increase in We are now investing in the
Design and Communities the use of energy and construction of sustainable
Construction We make cities and human other resources. buildings that were designed
(D.M. settlements inclusive, safe, resilient and built using LEED strategies
Consunji, Inc.) and sustainable. aimed at improving
performance across all the
metrics such as: energy
savings, water efficiency, CO2
emissions reduction,
improved indoor
environmental quality, and
stewardship of resources and
sensitivity to their impacts.

Properties SDG 11- Sustainable Cities and The following are the We coordinate with the LGUs
(DMCI Communities potential negative and barangays to ensure that
Property The main goals of the Company are construction of condominiums

28
Developers, increased sales, additional land impacts of our will not affect the residents
Inc,) acquisition, improvement in local operations: and businesses by holding
economic activities (opportunities - Noise pollution meetings, dialogues and face-
for small business), and encourage - Dusts, debris and to-face conversations with
neighboring areas to develop and construction by- stakeholders.
promote tourism. We also aim to products We ensure that all wastes and
promote environmental protection - Traffic at by-products from construction
as the Company complies with construction sites sites are properly disposed
landscape requirements and provide - Road wear at We support the
a home environment for the construction sites environmental and
residents with proper ventilation community activities of the
and natural lighting, clean and LGUs and barangays.
maintained creeks and plant
nurseries. DMCI Project Developers,
Inc. also believes that the goals will
positively affect the stakeholders
through sharing of knowledge
among employees, succession
planning and management training
programs.

Coal and SDG12 – Responsible Consumption


Power and Production:
(Semirara We have upgraded ISO
Mining and certifications, namely ISO 9001:2015
Power (Quality Management System), ISO
Corporation) 14001:2015 (Environmental
Management System), and OHSAS
18001:2007 (Occupational Health
and Safety Management System),
proving the Company’s contribution
to global standards on environment
social responsibility.

SDG 7- Affordable and clean energy Emissions Emissions control


a. Powerplant a. Circulating Fluidized
We have a program on continuing units Bed Technology,
subsidy of electricity cost through Fugitive emissions Electrostatic
Antique Electric Cooperative, Inc. from coal stockyard precipitator
(ANTECO) to provide Semirara Island Coal compaction, water spray,
residents with an affordable and atomizer
reliable electricity at P5/KwH, one of
the lowest rates in the country.

Electricity SDG 7- Affordable and Clean Energy DPC uses fuel-based DPC, in as far as practicable,
(DMCI Power DPC offers affordable, reliable, and thermal incorporates renewable
Corporation) sustainable, and modern energy to technology for power energy in its new projects to
the SPUG areas (those not generation, which are comply with the Renewal
connected to the main grids of challenged for their Portfolio Standards. DPC also
Luzon, Visayas, and Mindanao). contribution to CO2 utilizes Circulating Fluidized
emissions. Bed (CFB) technology for its

29
thermal power plants, which
conforms to the Clean Air Act
standards.

Nickel SDG12 – Responsible Consumption Our operations in our We implement tree


(DMCI Mining and Production mine sites require replacement programs in all
Corporation) tree-cutting activities of our mine sites.
that affect the We initiated the construction
biodiversity in the of silt traps and ponds to
areas. contain potential silted water.
Also, there is an
identified
discoloration of water
tributaries nearby our
operations.

Water SDG 6- Clean Water and Sanitation The following are the Sludge is disposed off-site
(Maynilad) We provide access to safe and potential negative thru a DENR-accredited
affordable water supply. impacts of our service provider
operations: Equipment are installed with
-Generation of sludge sound proofing, trees are
-Noise planted which can act as noise
-Discharge of brine to buffers.
Laguna Lake We maintain acceptable
quality of water within the
mixing zone, secure discharge
permit from Laguna Lake
Development Authority.

SDG 6- Clean Water and Sanitation The following are the Sludge is disposed off-site
Sanitation potential negative through a DENR-accredited
(Maynilad) We Improve water quality by impacts of our service provider.
reducing pollution load of operations: Equipment are installed with
wastewater prior to discharge to -Generation of sludge sound proofing, trees are
water bodies -Noise planted which can act as noise
-Discharge of buffers..
untreated wastewater We conduct regular
maintenance of equipment,
interceptor lines to ensure
continuous operation.
* None/Not Applicable is not an acceptable answer. For holding companies, the services and products of
its subsidiaries

30
Annex A.1: SEC Management Approach Template and other
Specific Disclosures (per subsidiary)

A.1.1 ECONOMIC
A.1.1.1 Economic Performance: Management Approach

What is the impact and where does it Which stakeholders are affected? Management Approach What
occur? What is the organization’s (e.g. employees, community, policies, commitments, goals and
involvement in the impact? Identify the suppliers, government, vulnerable targets, responsibilities, resources,
impact and where it occurs (i.e., primary groups) grievance mechanisms, and/or
business operations and/or supply chain) projects, programs, and initiatives do
you have to manage the material
Indicate involvement in the impact (i.e., topic?
caused by the organization or linked to
impacts through its business relationship)

We believe that the construction industry Employees, suppliers, government Our Company provides fair
is vital to economic development and sector, investors and shareholders, compensation and benefits.
national progress. By building structures of community
technical integrity, we help in enhancing Additionally, the Integrated
both the society and the nation’s progress Management System (IMS) helps the
while working towards greater Company ensure that it complies with
professionalism and reasonable returns for all labor-related compliance
the Company and its employees. obligations required by law and other
government regulations.
We contribute higher taxes and royalties.
Likewise, we are able to develop social We also ensure that we conduct third
programs for our host communities. party financial audits in all Company
transactions.

What are the Risk/s Identified? Identify Which stakeholders are affected?
risk/s related to material topic of the
organization

31
What are the Opportunity/ies Identified? Which stakeholders are affected?
Identify the opportunity/ies related to
material topic of the organization

A.1.1.2 Indirect Economic Performance: Management Approach

What is the impact and where does it Which stakeholders are Management Approach What policies,
occur? What is the organization’s affected? (e.g. commitments, goals and targets,
involvement in the impact? Identify the employees, community, responsibilities, resources, grievance
impact and where it occurs (i.e., primary suppliers, government, mechanisms, and/or projects, programs,
business operations and/or supply chain) vulnerable groups) and initiatives do you have to manage
the material topic?
Indicate involvement in the impact (i.e.,
caused by the organization or linked to
impacts through its business
relationship)

Our Company believes that our Employees, Local The local workforce benefits through
responsible and innovative investments communities skills enhancement and additional
play an important role in building a knowledge provided in the communities
thriving society in our areas of where our projects are located. We also
operations and throughout the ensure that we prioritize the hiring of
Philippines. These spur growth in terms local manpower in the project vicinity
of livelihood and business opportunities and the utilization of local materials and
during and after the projects’ subcontractors for our projects as these
completion. We also use our expertise areas are the ones impacted by our
and advanced technologies to address operations.
the urgent and unmet needs in our
communities. We work responsibly on We aim to expand our service coverage
behalf of our employees, customers, to the poor and informal settler
communities and all other stakeholders. communities and to look for solutions to
Moreover, we are continuously working the financial, legal, and technical hurdles
to improve our businesses, our to connect these communities to the
communities, and the society around us. network. We also set a coverage target
for the year and evaluate our success
based on our adherence to these targets
What are the Risk/s Identified? Identify Which stakeholders are and to our budget. Our approach is to
risk/s related to material topic of the affected? translate the business agenda into social
organization good. For example, our duty of
communicating the importance of good
sanitation and the protection of
waterways inevitably leads to

32
encouraging our customers to avail of
What are the Opportunity/ies Which stakeholders are the services of our companies.
Identified? Identify the opportunity/ies affected?
related to material topic of the
organization

A.1.1.2.3 Significant Indirect Economic Impacts per subsidiary (203-2)

D.M. CONSUNJI, INC. (DMCI)

One of the greatest contributions of D.M. Consunji, Inc. is spurring developments where its infrastructure
and other buildings projects are located. For instance, we were able to provide local employment to
construction workers in various provincial areas such as Batangas, Davao, Marinduque, Ormoc, Zambales,
Tacloban, and Iligan. The employment of the local workers generates small businesses like canteens, sari-
sari stores, laundry shops, food stalls, and apartments.

D.M. Consunji, Inc. has also collaborated with the Technical Education and Skills Development Authority
(TESDA) to upgrade the skills of the Company’s construction workers. With this, we hope to set above
industry standards in the implementation of its construction work activities. Additionally, we conduct in-
house professional skills training and career development of their engineers, architects, and other
professionals.

Furthermore, D.M. Consunji, Inc. participates in Leadership in Energy and Environmental Design (LEED)
projects. The LEED is the premier global program for green and sustainable buildings and communities.
Through these projects, we efficiently use energy and practices environmental protection of the built
environment.

DMCI PROJECT DEVELOPERS, INC. (DMCI HOMES)- Data not yet available

MAYNILAD WATER SERVICES, INC. (MAYNILAD)

We provided 41% or Php 90.93 lifeline discount per monthly billing to each of our 341,881 customers. For
2019, we have given an estimated amount of Php 373 million for our lifeline customers. This discount,
amounting to Php 6 million per month, is also given to our 2,180 senior citizen customers.

We are also able to generate an estimated 34,276 jobs from our capital expenditures investment for 2019.
Moreover, our local hires for our projects have resulted in an increase in zonal value.

Furthermore, accounts under our Carriedo Will are able to enjoy free services. For 2019, we supplied
228,912 cubic meter (cu.m.) of water for free of charge which is equivalent to Php 20,500,053.44 (VAT
exclusive).

33
SEMIRARA MINING AND POWER CORPORATION

Local small and medium-sized enterprises (SMEs) thrive in a robust economy driven by SMPC’s mining and
related activities. Brgy. Semirara, a direct impact community in Semirara Island, has recorded 283 renewal
business permits and 181 new permits in 2019. In addition, local residents are able to enjoy an affordable
rate of Php 5 per kwh because of SMPC’s continuing electricity subsidy of Php 2.50 per kwh through the
Antique Electric Cooperative, Inc. (ANTECO).

SMPC’s infirmary services have also served 28,735 patients in 2019. About 49% of which are employees,
while 28% are employee dependents. Moreover, the infirmary catered 6,488 community members.
Currently, the infirmary employs three physicians, two dentists, three medical technologists, one
radiologic technologist, one midwife, and 11 nurses.

SMPC has also allotted Php 7.1 million to develop and maintain infrastructure in the island such as a 31-
km main road network and flyover. SMPC also provided dredging works for the completion of the
Pinagpala Public Seaport facility which is now used by passenger boats and fishing vessels plying to and
from Semirara Island. This project provides easier sea transportation access to the community. Likewise,
SMPC spends more than Php 500,000 annually to operate its bus transport service. There are eight bus
trips scheduled at regular intervals to ply the 22km Semirara – Alegria route daily. SMPC grants free
transportation to the employees, students, and community members. Around 1,600 personnel utilize the
bus service daily.

The Company has also developed a Master of Arts in Education Program for public and private school
teachers in the island. This program started in 2019 which aims to improve the teachers’ competency and
to continue their professional development. To date, 183 teachers from 10 public and private schools
have completed the program and have applied their learnings in improving their teaching methods and
curriculum to their respective schools. SMPC has already invested Php 1.8 million for this program.

Since 2006, SMPC has also partnered with the Semirara Training Center, Inc. (STCI) in providing TESDA-
certified skilled manpower to support the Company’s operations. Graduates are trained in the fields of
automotive servicing, shielded metal arc welding, machine shop practice and electrical installation and
maintenance. In 2019, there were 138 students enrolled in this program.

DMCI MINING CORPORATION

DMCI Mining’s operations have significantly driven economic development in its areas of operations. For
instance, Brgy. Berong in Quezon, Palawan is currently the second most economically stable barangay in
the municipality. The Company has also contributed to the increase in income of local SMEs brought about
by the rise in the consumer power of the residents. The locals who are working in the Company are able
to purchase home appliances and transportation vehicles. Moreover, DMCI Mining provides potable
water to its community members.

In the area of education, DMCI Mining has helped 116 students from 2011 to 2019 graduate from college.
The graduates have been employed by the Company and are able to provide for their family.

34
DMCI Mining has also provided skills training in agro-forestry and aquafarming. This increased the quality
and quantity of farmers and fishermen in Brgys. Berong and Aramaywan. Likewise, the Company
continuously enhances the skills of its community health workers.

DMCI POWER CORPORATION

The continuous efficient operation of DMCI Power has brought about the increase of growth-inducing
potential for the communities situated in its areas of operations. Reliable electricity is an essential factor
in attaining development in these areas. Lesser power outages brought about by the existence of the
Company’s power plants have made possible a steady pace in progress through relentless construction of
new buildings for tourism, improvement of infrastructure, building of hospitals, schools, and churches.

Likewise, DMCI Power has induced changes to the pattern of land use or the construction and
rehabilitation of road networks, leading to and from communities that now have access to electricity. This
opens them to opportunities for commerce and trade.

DMCI Power has generated employment in nearby communities, wherein areas teeming with business
and potential for growth attract individuals who view these areas as avenues for opportunities to improve
or uplift their social well-being.

There has also been an increase in recreational activities in areas where electricity is reliable, consistent,
and affordable, providing people the necessary respite, enjoyment, and pleasure to achieve the
appropriate balance in their lives.

35
A.1.2 Climate-related risks and opportunities
A.1.2.1 D.M. CONSUNJI, INC. (DMCI)
Governance Strategy Risk Management Metrics and Targets

Disclose the organization’s Disclose the actual and Disclose how the Disclose the metrics and
governance around climate- potential impacts 2 of organization identifies, targets used to assess and
related risks and climate-related risks and assesses, and manages manage relevant climate-
opportunities opportunities on the climate-related risks related risks and
organization’s businesses, opportunities where such
strategy, and financial information is material
planning where such
information is material

Recommended Disclosures

Describe the board’s Describe the climate-related Describe the organization’s Disclose the metrics used by
oversight of climate-related risks and opportunities the processes for identifying the organization to assess
risks and opportunities organization has identified and assessing climate- climate-related risks and
over the short, medium and related risks opportunities in line with its
long term strategy and risk
management process

Semi-annual risk Short Term – (R) Strict and D.M. Consunji, Inc. has Short Term - Motor
management meetings are enhanced emissions- adapted the ISO 14001:2015 equipment depreciation
conducted to report the reporting obligations to Environmental Management rates
enterprise risk including the government regulators System standard in
climate-related risk and its identifying the risks and Medium Term – Number of
proposed treatment to the Medium Term - (R) Changes opportunities related to productive working days per
Board. in precipitation patterns and climate and the year
extreme variability in environment. The Context of
weather patterns the Organization (COTO)

2
For this disclosure, impact refers to the impact of climate-related issues on the Company.

36
The Board considers climate- Process is the driver in Long Term – Number of
related issues when Long Term – (O) Move to identifying these climate- LEED or BERDE projects
reviewing and guiding more efficient buildings related risks and constructed
strategy, major plans of opportunities. Moreover,
action, and risk management the regulatory requirements
policies of the Company. are managed and monitored
through monthly Compliance
The Board monitors and Obligations Registries.
oversees the progress in
achieving the environmental
objectives of the Company
to climate-related issues.

Describe management’s role Describe the impact of Describe the organization’s Describe the targets used by
in assessing and managing climate-related risks and processes for managing the organization to manage
climate-related risks and opportunities on the climate-related risks climate-related risks and
opportunities organization’s businesses, opportunities and
strategy and financial performance against targets
planning.

The organization has Short Term Impact - Motor D.M. Consunji, Inc manages Short Term – 5% reduction
assigned all climate-related equipment asset early all climate-related risks of equipment depreciation
responsibilities to the head retirement due to policy through a risk and cost through investment in
of the Environmental changes opportunity assessment EURO-4 and higher
Management System and process by considering the compliant motor equipment
the Integrated Management Medium Term Impact - Impact (I), Probability (P) and
Representative (IMR). The Reduced revenue from the effects of existing Medium Term – 10%
IMR reports to the top decreased productivity due Control (C) on these increase of productivity
management and is to weather interruptions identified risks. This is where through investment in new
responsible for assessing decisions to mitigate, construction technology
and/or managing climate- Long Term Impact - transfer, terminate, or
related issues through the Increased construction tolerate those risks are Long Term – construct at
semi-annual Management volume and value of fixed based. least one (1) LEED project
Review (MR) meeting. assets of highly rated energy per year
efficient buildings

Describe the resilience of Describe how processes for


the organization’s strategy, identifying, assessing, and
taking into consideration managing climate-related
different climate-related risks are integrated into the
scenarios including a 2°C or organization’s overall risk
lower scenario management

We believe that the The processes for


strategies of the Company identifying, assessing, and
may be affected by climate- managing climate-related
related risks and risks are integrated into the
opportunities. The strategies organization’s overall
need to be constantly Enterprise Level Risk &
updated to address such Opportunities Management
potential risks and System guided by ISO
opportunities in the time 9001:2015, ISO 14001:2015
horizon considered. and OHSAS 18001:2007
standards.

37
A.1.2.2 Maynilad Water Services, Inc. (Maynilad)

Governance Strategy Risk Management Metrics and Targets

Disclose the Disclose the actual and Disclose how the Disclose the metrics and
organization’s potential impacts 3 of organization identifies, targets used to assess
governance around climate-related risks and assesses, and manages and manage relevant
climate-related risks and opportunities on the climate-related risks climate-related risks and
opportunities organization’s opportunities where such
businesses, strategy, and information is material
financial planning where
such information is
material

1. Climate change related 1. Climate change has a 1. Top management ISO 31000 Risk
risk is covered in significant impact on meeting: Environmental Management Framework
Maynilad Enterprise Risk Maynilad water sources. scanning
Management. 2. Enterprise Risk
Angat Dam management
2. Climate change related - Rapid depletion of water
risk is being reported to levels
top management. - Increasing water quality
levels
Laguna Lake
- Increasing water quality
levels

Recommended Disclosures

1. Semi-annual risk Maynilad identified the


management reporting to following climate change
Risk Management related risks:
Committee
1. El Niño
Responsibilities: - Causing rapid depletion
a. Oversees the of Angat Dam water
implementation and - Health and safety hazard
effectiveness of the to field personnel

3
For this disclosure, impact refers to the impact of climate-related issues on the Company.

38
Company’s risk
management framework. 2. Monsoon/Heavy
b. Reviews and provides rains/Typhoons
recommendation and - Increase of water quality
guidance to Maynilad levels of Angat Dam and
management on risk Laguna Lake water
strategies. - Flooding within facilities
causing damages to
2. Quarterly reporting to physical assets
Maynilad Top - Health and safety hazard
Management to field personnel

Responsibilities:
a. Reviews and monitors
the identified significant
risks of the Company
including emerging risk,
trends and control
measures

Describe the board’s Describe the climate- Describe the Disclose the metrics used
oversight of climate- related risks and organization’s processes by the organization to
related risks and opportunities the for identifying and assess climate-related
opportunities organization has assessing climate-related risks and opportunities in
identified over the short, risks line with its strategy and
medium and long term risk management process

Describe management’s Describe the impact of Describe the Describe the targets used
role in assessing and climate-related risks and organization’s processes by the organization to
managing climate-related opportunities on the for managing climate- manage climate-related
risks and opportunities organization’s related risks risks and opportunities
businesses, strategy and and performance against
financial planning. targets

Describe the resilience of Describe how processes


the organization’s for identifying, assessing,
strategy, taking into and managing climate-
consideration different related risks are
climate-related scenarios integrated into the
including a 2°C or lower organization’s overall risk
scenario management

39
A.1.2.4 Semirara Mining and Power Corporation
Governance Strategy Risk Management Metrics and Targets

Disclose the Disclose the actual and Disclose how the Disclose the metrics and
organization’s potential impacts 4 of organization identifies, targets used to assess
governance around climate-related risks and assesses, and manages and manage relevant
climate-related risks and opportunities on the climate-related risks climate-related risks and
opportunities organization’s opportunities where
businesses, strategy, and such information is
financial planning where material
such information is
material

Recommended Disclosures

We recognize climate Our organization aims to Our GRC framework


change is a cross-cutting develop and improve its enables a proactive Our adoption of the GRI-
issue and a challenge that adaptive capacity to identification, based Reporting
affects all sectors respond to climate- assessment, monitoring Standards assists the
globally. Our integrated related risks to better and evaluation of organization in
Governance, Risk, and manage the associated climate-related and developing a system of
Compliance (GRC) risks and seize associated risks related to reporting metrics and
framework are aligned opportunities, including the transition to a lower- targets to manage
with the pillars of the the ability to respond to carbon economy and sustainability impacts and
Financial Stability Board’s transition risks and those related to the to enhance stakeholder
Task Force on Climate- physical risks. This physical impacts of communication of our
related Financial includes improving our climate change. Our risk material issues, including
Disclosures (TCFD). communication of key process involves risk climate-related metrics
climate-related material information updates, such as our GHG
Our Board, Board information to our controls, and mitigation. emissions, energy use,
Committees and stakeholders. Risk reporting is made and water withdrawal,
Management regularly through regular among others.
discuss and evaluate the Management Committee
impact of climate-related We also recognize the
risks and opportunities climate-related

4
For this disclosure, impact refers to the impact of climate-related issues on the Company.

40
relevant to our strategies opportunities to engage meetings and to the
to ensure the long-term in resource efficiency and Board on a timely basis.
sustainability of our cost savings and building
business. resilience through our
supply chain. Our disaster resilience
program consists of
regular drills and training
in strong collaboration
with the different
government agencies,
local government units,
and host communities.
Relevant TCFD Recommended Disclosures (SMPC)
Type Climate-Related Risks Potential Financial Impact
Transition Risks Policy and Legal · Republic Act 10963 Tax Reform for Acceleration and
· Mandates and Inclusion
regulations
· Increased pricing Increased excise taxes on coal to P 100/MT on January 1,
· Enhanced energy 2019, and P150MT on January 1, 2020.
and emissions-
reporting · Republic Act 9513 Renewable Energy Act of 2008,
obligations Department of Energy (DOE) Circular No. DC2017-12-0015
Renewable Portfolio Standards (RPS) Rules for On-Grid
Areas.

Anchored on the country’s aspirational target of 35%


Renewable Energy (RE) share in the energy mix by 2030. The
two-year transition period ended in 2019. Effective 2020,
the minimum RE sourcing will be imposed immediately to
mandated participants. At least 1% percent of annual energy
demand must be sourced from eligible RE sources.

· Republic Act 11285 Energy Efficiency Law.

Higher compliance costs – hiring of energy technical and


management levels, annual assurance.

· Stranded coal plant assets

Technology · Costs to adopt low-carbon technology and processes.

Market
· Change in the · Reduction or restriction in capital availability
power market and
customer behavior

Divestment and
Reputation · Negative impacts on workforce talent attraction
· Stigmatization · Negative share price impact from divestment
of sector · Incremental cost in Capex and working capital financing
· Global shift of
investors and

41
capital market from
coal energy
investments
· Negative
stakeholder
feedback
Physical Risks Acute and Chronic
· Increased · Increased capital costs – damage to capital assets, facilities,
severity of extreme and telecommunications infra
weather events, · Reduced revenue from reduced production and lower sales
e.g. cyclones, · Reduced revenue and higher costs from negative impacts on
floods the workforce – safety, health, absenteeism
· Variability in · Increased insurance premiums and potential for the
weather patterns reduced or limited cover of assets

Resource Efficiency · Use of more · Increased revenues through operational efficiency


efficient mine
equipment and · Republic Act 11285 Energy Efficiency Law.
modes of transport
· Use of more Reduced operating costs through efficiency gains and cost
efficient reductions.
equipment
· Use of recycling
· More efficient
buildings
· Reduced water
usage and
consumption
· Use of eco-
friendly buildings

42
A.1.2.4 DMCI Mining Corporation

Governance Strategy Risk Management Metrics and Targets

Disclose the Disclose the actual and Disclose how the Disclose the metrics and
organization’s potential impacts 5 of organization identifies, targets used to assess
governance around climate-related risks and assesses, and manages and manage relevant
climate-related risks and opportunities on the climate-related risks climate-related risks and
opportunities organization’s opportunities where such
businesses, strategy, and information is material
financial planning where
such information is
material

1. Climate change risk is Climate change has the 1. Daily rainfall


covered under following negative impact recording in both
Berong Nickel to operation: mine site area and
Corporation’s SWOT camp area
analysis as During Wet Season 2. Weather monitoring
recommended by the 1. Shortened shipping for shipping windows
Palawan Council for windows due to
Sustainable heavy rain
Development (PCSD). 2. Slowdown of mining
production
2. Climate change risk is
reported to top During Dry Season
management. 1. Extreme dry season
results to dust
generation along haul
roads and stockpile
areas
2. Scarcity of water
supply due to extreme
heat – which is
supposed to be utilized
for road sprinkling,
nursery and rehab

5
For this disclosure, impact refers to the impact of climate-related issues on the Company.

43
maintenance, and for
camp utilization

Recommended Disclosures

Describe the board’s Describe the climate- Describe the Disclose the metrics used
oversight of climate- related risks and organization’s processes by the organization to
related risks and opportunities the for identifying and assess climate-related
opportunities organization has assessing climate-related risks and opportunities in
identified over the short, risks line with its strategy and
medium and long term risk management process

Describe management’s Describe the impact of Describe the Describe the targets used
role in assessing and climate-related risks and organization’s processes by the organization to
managing climate-related opportunities on the for managing climate- manage climate-related
risks and opportunities organization’s related risks risks and opportunities
businesses, strategy and and performance against
financial planning. targets

Describe the resilience of Describe how processes


the organization’s for identifying, assessing,
strategy, taking into and managing climate-
consideration different related risks are
climate-related scenarios integrated into the
including a 2°C or lower organization’s overall risk
scenario management

44
A.1.3 ENVIRONMENT
A.1.3.1 Energy: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

The nature of our businesses, and Employees, investors, We have full time safety officers to
our reliance on technology government sector monitor and control the use of fuel and
necessarily entails high consumption energy dependent on the volume of
of energy. We optimize our energy construction activities in the specific phase
consumption in relation to our of construction projects through the use of
operational needs. We aim to efficient equipment and power
reduce our greenhouse gas (GHG) conservation in the facilities.
emissions by lowering our energy
and fuel consumption Additionally, specific actions for our goals
include the right selection of equipment
size efficiency and capacity, and energy
conservation programs through awareness
campaigns.
What are the Risk/s Identified? Which stakeholders are
Identify risk/s related to material affected? We also implemented energy conservation
topic of the organization initiatives such as power management,
process optimization and improvement,
installation of solar panels for renewable
energy, refurbishment of equipment,
automation, LED lights, and installation of
variable frequency drives for large pumps
and motors.

What are the Opportunity/ies Which stakeholders are


Identified? Identify the affected?

45
opportunity/ies related to material
topic of the organization

A.1.3.2 Effluents and Wastes: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

Our water consumption and waste Employees, local We have set in place treatment and waste
management practices affect the community, government management programs in accordance with
area of our operations since our sector the applicable laws such as RA 9003
Company is utilizing their resources. (Ecological Solid Waste Management Act
The Company is responsible for of 2000) and RA 6969 (Toxic Substances
ensuring that the quality of water and Hazardous and Nuclear Wastes
discharge complies with the Control Act of 1990). These include
regulatory standards, and the transportation and treatment of waste
generated hazardous and solid through the Department of Environment
wastes are reduced. and Natural Resources (DENR) accredited
haulers and treaters, waste segregation at
source, and most importantly, recycling.

What are the Risk/s Identified? Which stakeholders are With the expertise of our Environmental
Identify risk/s related to material affected? Management System Manager and our
topic of the organization Pollution Control Officers, our goals for
environmental management include zero
environmental complaints and zero
environmental incidents. Also, we provide
personnel as well as infrastructure such as
material recovery facilities, waste
treatment facilities, and accredited
What are the Opportunity/ies Which stakeholders are hazardous waste haulers and treaters.
Identified? Identify the affected?

46
opportunity/ies related to material
topic of the organization

A.1.3.2.1 Water discharge by quality and destination (306-1)

Water discharged by quality and destination (306-1)


Subsidiary Project Location Water Source Discharge Destination Water Discharge (cu.m.)
Zero Discharge (per ECC);
D.M. Consunji, - Water is treated and
Inc, Taguig Complex Manila Water recycled
Water discharge at the septic tank is SEPTIC TANK CAPACITY
DMCI Project Bangkal, Makati treated with Vigormin. Then Septic Tank 1 75cum
Developers, Inc. City overflow at the Barangay Sewer. Septic Tank 2 20cum
Estero De Santibanez, Pasong Diablo
Manila, River, Maypajo Creek, Culiat Creek,
Muntinlupa, Dario Creek, San Francisco River,
Caloocan, Quezon Mairbolo Creek, San Juan River,
City, Pasay, Angat Dam/Laguna Talayan Creek, Delain Creek,
Maynilad Paranaque Lake Malabon Creek, Manila Bay 74,499,823.93
Semirara Semirara Island,
Mining and Caluya, Antique Ilugao Bay, Balayan Ilugao Bay, Balayan Bay
878,105,860
Power Calaca, Batangas Bay, Manila Water
Corporation Makati
Llabungan River
(water consumed for
-
Brgy. Berong, haul road water
Quezon, Palawan sprinkling) 954,579
Sitio Acoje, Brgy.
Lucapon South,
-
DMCI Mining Sta. Cruz,
Corporation Zambales Kinabuang Kabayo
Palawan DeepWell and Rain 15,154
Water
DMCI Masbate Deep Well and Water Destination is Mobo Bay (Classified Water discharged per
Power Brgy. District as Class SB waterbody by DENR EMB) Discharge Permit issued by
Tugbo, Mobo, DENR EMB is less than or
Masbate equal to 17 cubic meter per
DMCI Power
day.
Corporation
Sta Isabel Calapan Calapan Water Water discharged is
City, Oriental maximum of 1.0 cubic
Mindoro meter per day based on the
-
Discharge Permit issued by
DENR-EMB Region IV-B
MIMAROPA

47
A.1.4 SOCIAL
A.1.4.1 Employment: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

The employees have a major role in Employees We established a comprehensive process


the continuous growth of our for direct labor recruitment, technical and
business operations. The management personnel recruitment,
compensation benefits and personal compensation and benefits, training and
development programs that we development, and employee relations.
offer may help in further boosting
their employee performance as we We conduct local job fairs in project site
strive to constantly hone their skills localities, source candidates through third-
in the workplace. Our compliance party vendors, websites, social media
with labor laws also always indicates accounts, and even advertise job
our priority to protect the rights of openings. Furthermore, we measure our
our employees. employee performance through a
Performance Management System
wherein competencies are identified, and
What are the Risk/s Identified? Which stakeholders are gap analysis is conducted to establish the
Identify risk/s related to material affected? areas for skills training, which is a basis for
topic of the organization merit increases and promotions.

What are the Opportunity/ies Which stakeholders are


Identified? Identify the affected?
opportunity/ies related to material
topic of the organization

48
A.1.4.2 Labor/Management Relations: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

Our labor management relations Employees DMCI Holdings has established a Code on
directly affect our primary business Proper Conduct and Discipline which all
operations since it involves our employees must follow. Applicable labor
Company’s relationship with our laws and regulations are also being
employees. Thus, our Company complied with. Moreover, our Company
ensures that our relationship with aims to comply with applicable legislation
them, whether they are regular or and the needs of relevant parties
project-based, is always healthy and associated with our operations and
fruitful. services which include its own workforce.
These are all done with the goal of
developing and maintaining the best
workforce in the construction industry.
What are the Risk/s Identified? Which stakeholders are Thus, employee engagement programs
Identify risk/s related to material affected? such as sports festivals, contests, and
topic of the organization surveys are implemented to pursue this
goal. With our Human Resources (HR)
department at the fore, employee relation
issues are discussed during the monthly
Corporate Administration department
meeting such as number of violations,
status of cases, and other issues
What are the Opportunity/ies Which stakeholders are concerning the welfare of employees.
Identified? Identify the affected? Additionally, our Code on Proper Conduct
opportunity/ies related to material is reviewed and amended annually as
topic of the organization deemed necessary.

49
A.1.4.3 Occupational Health and Safety: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. commitments, goals and targets,
involvement in the impact? Identify employees, community, responsibilities, resources, grievance
the impact and where it occurs (i.e., suppliers, government, mechanisms, and/or projects, programs, and
primary business operations and/or vulnerable groups) initiatives do you have to manage the material
supply chain) topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

The occupational health and safety Employees We assess the occupational hazards in all
of our employees directly affect our stages of planning and construction,
primary business operations. Hence, incorporating systems that eliminate or
safety is of the highest priority in all mitigate risks in the workplace through the
of our businesses. DMCI Holdings Hazard Identification, Risk Assessment and
aims to provide the highest Control (HIRAC) process. We also provide the
operational health and safety highest operational health and safety
standards, and the elimination of standards, and the elimination of accidents,
accidents, injury, loss, or damage. injury, loss, or damage.

Part of DMCI Holdings’ objectives includes


What are the Risk/s Identified? Which stakeholders are building structures of technical integrity that
Identify risk/s related to material affected? enhance both the society and the nation's
topic of the organization progress, while ensuring protection of the
environment and a healthy and safe
workplace for our employees and other
stakeholders affected by our business
operations. As such, our Environment, Health,
and Safety (EHS) department ensures zero
loss time as well as an accident-free and
injury-free workplace. Also, a labor
What are the Opportunity/ies Which stakeholders are representative is elected in each project's
Identified? Identify the affected? health & safety committee as a medium to
opportunity/ies related to material convey concerns to our top management. Part
topic of the organization of our adherence to health and safety
includes daily toolbox meetings, consultations
with regulatory bodies, mandatory safety
orientation and training, annual physical
exam, provisions of Personal Protective
Equipment (PPEs), clinic, OH personnel, and
first aiders. Lastly, the incidents and accidents
are reported in the monthly EHS meetings and

50
appropriate actions are discussed for
implementation.

A.1.4.4 Training and Education: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

The training and education we Employees, workers We have internal training programs to
provide to our employees will address the training requirements of our
directly impact our primary business employees. We conduct Engineers'
operations. We believe that by Development Program, Management
providing our employees and Development Program, and National
workers with the skills they need, it Certification II Trainings. Additionally,
will help them to effectively carry training evaluation is conducted to
out their tasks and responsibilities. evaluate the effectiveness of the training
We also believe that additional given. The results of training evaluation are
training and education will improve reviewed and necessary modifications are
the skills of our people, thereby implemented.
improving the standard of services
and raising employee morale. Training programs are selected and
implemented based on the HR training
needs analysis every year. The HR
What are the Risk/s Identified? Which stakeholders are competency framework identifies the
Identify risk/s related to material affected? required skill sets, knowledge, and abilities
topic of the organization per role under each division/functional
category.

What are the Opportunity/ies Which stakeholders are


Identified? Identify the affected?
opportunity/ies related to material
topic of the organization

51
A.1.4.5 Local Communities: Management Approach

What is the impact and where does Which stakeholders Management Approach What policies,
it occur? What is the organization’s are affected? (e.g. commitments, goals and targets,
involvement in the impact? Identify employees, responsibilities, resources, grievance
the impact and where it occurs (i.e., community, suppliers, mechanisms, and/or projects, programs, and
primary business operations and/or government, initiatives do you have to manage the material
supply chain) vulnerable groups) topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

Local Communities directly affect One of the policies of DMCI Holdings is to


the operations of our subsidiaries. formally assess the environmental aspects in all
Since these communities are our stages of the construction lifecycle,
primary source of manpower and incorporating systems that eliminate or control
space to produce our goods and impacts. Our Company’s goal is to ensure
services, it is our responsibility to protection of the environment and to
maintain a good relationship with implement the approaches that contribute to
the residents and the local sustainable development by delivering
government units of these economic, social, and environmental benefits to
municipalities and provinces. Our all stakeholders.
responsibility to our local
communities is stated in our Our environmental officers and top
Corporate Mission and in one of the management work hand in hand with the local
corporate values. government units (LGUs) of our areas of
operation. Furthermore, we conduct aspect
identification and impact assessment and
review of compliance obligations registry to
What are the Risk/s Identified? Which stakeholders verify the compliance of the projects to
Identify risk/s related to material are affected? applicable laws and regulations. Lastly, internal
topic of the organization and external audits are also conducted to verify
the effectiveness of aspect controls.

We also intend to contribute to meeting the


national targets for United Nations Sustainable
Development Goals (UN SDGs). Through various
programs that promote hygiene, education, and
What are the Opportunity/ies Which stakeholders social enterprise, we do not only meet the
Identified? Identify the are affected? needs of our community stakeholders, but we
opportunity/ies related to material also adhere to the global advocacy towards a
topic of the organization clean, safe, and sustainable environment. In the
pursuit of these common objectives, we have

52
established partnerships in the public and
private sectors.

A.1.4.6 Customer Health and Safety: Management Approach

What is the impact and Which stakeholders Management Approach What policies, commitments,
where does it occur? What is are affected? (e.g. goals and targets, responsibilities, resources, grievance
the organization’s employees, mechanisms, and/or projects, programs, and initiatives
involvement in the impact? community, suppliers, do you have to manage the material topic?
Identify the impact and where government,
it occurs (i.e., primary vulnerable groups)
business operations and/or
supply chain)

Indicate involvement in the


impact (i.e., caused by the
organization or linked to
impacts through its business
relationship)

The health and safety impacts We aim to be 100% compliant to applicable codes and
of our businesses to our specifications based on the contract requirements.
customers directly affect the Moreover, as part of our value-creation for our clients,
branding reputation of DMCI issues with workmanship defects are reported during
Holdings and its subsidiaries. the defect liability period and issues with warranty are
Our customers are one of the addressed by the project team. We also ensure that
major contributors to the professional indemnity insurance is applied to cover
economic success of our issues that may arise on the design, safety, and
businesses so we have to performance. We also conduct corporate Quality
maintain a good relationship Assurance (QA)/Quality Control (QC) meetings to
with them by providing the discuss issues with quality performance and non-
best quality of our products conformities identified in the ongoing and completed
and services. project. The results of the evaluation of

In the case of DMCI, Occupancy Permit Inspections are


transmitted to the Company as the contractor for
necessary corrective actions in case of deficiencies and
nonconformities with all applicable laws and
What are the Risk/s Which stakeholders regulations.
Identified? Identify risk/s are affected?
related to material topic of Our policies on customer health and safety are guided
the organization by the Philippine National Standards for Drinking
Water (PNSDW). To assure that we are distributing a
good and safe quality of water to our customers, the
water samples we collect undergo strict
bacteriological, physical, and chemical examinations.

53
Our newly expanded central laboratory is accredited
What are the Opportunity/ies Which stakeholders by the Department of Health (DOH) as a laboratory for
Identified? Identify the are affected? drinking water analysis. Our lab technicians ensure
opportunity/ies related to that we follow the new quality parameters set by the
material topic of the DOH’s updated PNSDW. We also invested in a new
organization central laboratory and equipment in the area of our
operations.

A.1.4.7 Socioeconomic Compliance: Management Approach

What is the impact and where does Which stakeholders are Management Approach What policies,
it occur? What is the organization’s affected? (e.g. employees, commitments, goals and targets,
involvement in the impact? Identify community, suppliers, responsibilities, resources, grievance
the impact and where it occurs (i.e., government, vulnerable mechanisms, and/or projects, programs,
primary business operations and/or groups) and initiatives do you have to manage the
supply chain) material topic?

Indicate involvement in the impact


(i.e., caused by the organization or
linked to impacts through its
business relationship)

Part of our obligations as a Company We aim to comply with applicable


is to abide by the government legislation and the needs of relevant
regulations, specifically on social and interested parties associated with our
economic areas. It is our operations and services. Our
responsibility to be transparent to administration department, legal
the government to avoid sanctions, department, as well as our corporate
penalties or worse, suspension of compliance officers, ensure zero fines and
our operations. work stoppage due to non-compliance
with regulatory requirements and
legislations. We also conduct compliance
obligations reviews, results of which are
What are the Risk/s Identified? Which stakeholders are reported to the Compliance Officer for
Identify risk/s related to material affected? applicable actions
topic of the organization

54
What are the Opportunity/ies Which stakeholders are
Identified? Identify the affected?
opportunity/ies related to material
topic of the organization

55

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