DMCIHI - 030 SEC Form 20-IS - Definitive Info Statement - April 6 PDF
DMCIHI - 030 SEC Form 20-IS - Definitive Info Statement - April 6 PDF
DMCIHI - 030 SEC Form 20-IS - Definitive Info Statement - April 6 PDF
CR01723-2018
11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
http://edge.pse.com.ph/openDiscViewer.do?edge_no=9510ba14ab63a63843ca035510b6ec2b#sthash.98iK0nvC.dpbs 1/2
4/6/2018 Information Statement
Common 13,277,470,000
Preferred 3,780
13. Are any or all of registrant's securities listed on a Stock Exchange?
Yes No
If yes, state the name of such stock exchange and the classes of securities listed therein:
Philippine Stock Exchange / Common and Preferred Shares
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate
disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange,
and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to
the Corporate Information Officer of the disclosing party.
Date of Stockholders'
Meeting
May 15, 2018
Type (Annual or
Special)
Annual
Time 9:30AM
Venue Main Lounge, Manila Polo Club, McKinley Rd. Forbes Park, Makati City
Record Date Apr 2, 2018
Attached is full disclosure of the Definitive Information Statement under SEC Form 20-IS
http://edge.pse.com.ph/openDiscViewer.do?edge_no=9510ba14ab63a63843ca035510b6ec2b#sthash.98iK0nvC.dpbs 2/2
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 .
3 R D F L R . D A C O N B L D G . 2 2 8 1
P A S O N G T A M O E X T . M A K A T I C I T Y
C F D None
Dept Requiring this Doc Amended Articles Number / Section
Total Amount of Borrowings
Document ID Cashier
STAMPS
Page 1 of 38
SECURITIES AND EXCHANGE COMMISSION
9. Approximate date on which the Information Statement is first to be sent or given to security
holders: April 16, 2018
Page 2 of 38
11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):
12. Are any or all of Corporation’s Securities Listed with the Philippine Stock Exchange?
Yes (√) No ( )
Page 3 of 38
PART I
INFORMATION REQUIRED IN INFORMATION STATEMENT
A. GENERAL INFORMATION
The enclosed proxy is solicited for and on behalf of the Management of DMCI HOLDINGS, INC.
(hereinafter called the “Corporation”) for use in connection with the annual meeting of the stockholders
to be held on May 15, 2018 (Tuesday), at 9:30 A.M. at the Main Lounge, Manila Polo Club, McKinley
Road, Forbes Park, Makati City.
The definitive information statement and form of proxy will be sent to the stockholders of
record as of April 2, 2018 (the “Record Date”) on or before April 16, 2018.
The matters to be considered and acted upon at such meeting are referred to in the Notice and
are more fully discussed in this statement.
The proposed corporate actions to be voted upon by the stockholders at the May 15, 2018
annual meeting are not among the items provided in Section 81 of the Corporation Code of the
Philippines, with respect to which a dissenting stockholder may exercise his appraisal right. Thus, the
dissenter’s right of appraisal as provided under Section 81 of the Corporation Code of the Philippines is
not applicable in any of the matters to be voted upon by the stockholders.
No director, officer, nominee for director, or associate of any of the foregoing, has any
substantial interest, direct or indirect, by security holdings or otherwise, on any matter to be acted
upon, other than election to office. No director has informed the Corporation in writing of any intention
to oppose any action to be taken during the meeting.
(a) As of March 31, 2018, the Corporation has the following outstanding shares:
Page 4 of 38
Common shares (voting) 13,277,470,000 shares*
*Of the total outstanding common shares, 2,063,586,537 common shares representing
15.54% of the outstanding common shares are owned by foreign shareholders.
(b) The Record Date for the Annual Stockholders’ Meeting is on April 2, 2018. Only the holders of
Common Shares as of the Record Date shall be entitled to vote on the following matters to be
submitted for stockholders’ approval: (i) approval of the minutes of the previous meeting, (ii)
approval of the Management Report for the year ending December 31, 2017; (iii) ratification of
all acts of the Board of Directors and officers during the previous year, (iv) appointment of the
independent auditor, and (v) election of directors.
(c) In the election of directors, every stockholder entitled to vote shall have the right to vote in
person or by proxy the number of common shares of stock standing in his name as of Record
Date. A stockholder entitled to vote may vote such number of shares for as many persons as
there are directors to be elected, or he may cumulate said shares and give one candidate as
many votes as the number of directors to be elected multiplied by the number of his shares shall
equal, or he may distribute them on the same principle among as many candidates as he shall
see fit. Provided, that the total number of votes cast by a stockholder shall not exceed the
number of shares owned by him as shown in the books of the Corporation multiplied by the
whole number of directors to be elected.
Pursuant to the provisions of Article III, Section 3 of the Amended By-Laws of the Corporation,
all nominations for the election of directors shall be submitted in writing to the Board of
Directors, with the consent of the nominees, at least sixty (60) days before the scheduled annual
stockholders’ meeting.
With respect to the other matters to be submitted for stockholders’ approval, each outstanding
common share shall be entitled to one vote.
The following table sets forth as of March 31, 2018, the record and/or beneficial owners of
more than 5% of the outstanding Common Shares of the Corporation which are entitled to vote and the
amount of such record and/or beneficial ownership.
Title of Name, Name and Citizenship Number of Shares Held Percent of Class
Class Address of Address of
Record Beneficial
Owner and Owner and
Relationship Relationship
with Issuer with Record
Owner
Page 5 of 38
2281 Pasong Schedule 2.
Tamo
Extension Beneficial Filipino 6,839,387,309 51.51%
Makati City owners are
Dacon Corp. stockholders
is a of Dacon
stockholder Corp. 1
of the
Corporation
Common DFC See
Holdings, Inc. attached
Dacon Bldg. Schedule 2
2281 Don Beneficial Filipino
Chino Roces owners are
Avenue, stockholders 2,380,442,010 17.93%
Makati City of DFC
DFC Holdings,
Holdings, Inc. Inc.
is a
stockholder
of the
Corporation
Common Philippine See
Central attached
Depository, Schedule 2.
Inc. (PCD) Foreigner
Ground The
Floor, Makati beneficial
Stock owners of
Exchange such shares
Building are
6767, Ayala Philippine 2,053,961,687 15.47%
Avenue Depository
Makati City and Trust
PCD is the Corporation
registered (“PDTC”)
owner of the participants,
shares in the who hold
books of the the shares
Corporation’s on their
transfer behalf or on
agent behalf of
their clients
Philippine (See
Central attached
1
Mr. Victor A. Consunji or Mr. Jorge A. Consunji shall have the right to vote the shares of DACON Corporation.
Page 6 of 38
Common Depository, Schedule 2.) Filipino
Inc. (PCD)
Ground The
Floor, Makati beneficial
Stock owners of
Exchange such shares
Building are
6767, Ayala Philippine 1,555,271,948 11.71%
Avenue Depository
Makati City and Trust
PCD is the Corporation
registered (“PDTC”)
owner of the participants,
shares in the who hold
books of the the shares
Corporation’s on their
transfer behalf or on
agent behalf of
their clients
Below is the list of the individual beneficial owners under PCD, Inc. account holding more than
5% of the outstanding Common Shares of the Corporation.
Title of Name and Address of Citizenship Number of Shares Held Percent of Class
Class Beneficial Owner and
Relationship with Record
Owner
Common The Hongkong and
Shanghai Bank Corp. Ltd
Clients Acct.
HSBC Securities Services Foreign 1,127,804,624 8.50%
12/F The Enterprise
Center, Tower 1
6766 Ayala Ave. Makati
The table sets forth as of March 31, 2018 the record or beneficial stock ownership of each
Director of the Corporation and all Officers and Directors as a group.
Page 7 of 38
Common Ma. Edwina C. Laperal 3,315,000 Direct Filipino 0.0050%
Common Victor A. Consunji 5,000 Direct Filipino 0.0000%
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 1,000 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%
Common Cristina C. Gotianun 5,500 Direct Filipino 0.0000%
Common Noel A. Laman 100,000 Direct Filipino 0.0008%
Common Victor S. Limlingan 5,000 Direct Filipino 0.0000%
Common Ma. Pilar P. Gutierrez 0 N/A Filipino 0.0000%
Common Brian T. Lim 0 N/A Filipino 0.0000%
Common Tara Ann C. Reyes 0 N/A Filipino 0.0000%
Common Cherubim O. Mojica 0 N/A Filipino 0.0000%
Aggregate
Ownership 4,724,500 0.0350%
All the above named directors and officers of the Corporation are the record and beneficial
owners of the shares of stock set forth opposite their respective names.
The Corporation is not aware of any person holding more than 5% of the shares of Corporation
under a voting trust or similar agreement.
From January 1, 2017 to date, there has been no change in control of the Corporation. Neither is
the Corporation aware of any arrangement which may result in a change in control of it.
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.
Transactions entered into by the Group with other related parties are at arm’s length and have terms
similar to the transactions entered into with third parties. These are settled in cash, unless otherwise
specified. The ‘Other related parties’ are entities under common control. In the regular course of
business, the Group’s significant transactions with ‘Other related parties’ include the following:
2017
Reference Due from (Due to) Amount / Volume
Affiliates
Receivable from related parties
Construction contracts (a) P
=42,972 P
=2,105
Receivable from affiliates (b) 58,976 5,078
Page 8 of 38
Equipment rentals (c) 16,214 −
Payroll processing (d) 23,352 7,459
Sale of materials and reimbursement of shared
and operating expenses (e) 11,484 8,902
P
=152,998
Payable to related parties
Payable to affiliates (f) (P
=20,729) P
=32
Mine exploration, coal handling and hauling services (g) (209,739) 64,800
Labor charges (o) (1,500) −
Equipment rental expenses (h) (2,325) −
Other general and administrative expense (i) (847) −
Office and parking rental (k) (74,975) 64,983
Arrastre and cargo services (l) (1,723) 6
Nickel delivery (n) (P
=3,140) P=−
Construction contracts (a) (24,563) −
Purchases of office supplies and refreshments (m) (2) −
(P
=339,543)
2016
Reference Due from(Due to) Amount / Volume
Affiliates
Receivable from related parties
Construction contracts (a) P
=40,867 P
=11,072
Receivable from affiliates (b) 53,898 −
Equipment rentals (c) 17,374 17,374
Payroll processing (d) 15,893 539
Sale of materials and reimbursement of shared
and operating expenses (e) 2,582 2,582
P
=130,614
Payable to related parties
Payable to affiliates (f) (P
=26,003) P
=6,905
Mine exploration, coal handling and hauling services (g) (847,609) 2,034,138
Labor charges (o) (42,331) −
Equipment rental expenses (h) (32,479) 10,277
Other general and administrative expense (i) (12,895) 6,005
Aviation services (j) (12,725) −
Office and parking rental (k) (2,477) 8,486
Arrastre and cargo services (l) (1,666) 1,906
Nickel delivery (n) (844) 844
Construction contracts (a) (342) 876
Purchases of office supplies and refreshments (m) (2) −
(P
=979,373)
(a) The Group services to its other affiliates in relation to its construction projects. Outstanding
receivables lodged in “Receivables from related parties” amounted to P42.97 million and P40.87
million as of December 31, 2017 and 2016, respectively.
In addition, receivables/payables of the Group from its affiliate amounting to P24.56 million and
P0.34 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” in
2017 and 2016, respectively.
(b) The Group has outstanding receivable from its affiliates amounting to P58.98 million and P53.90
million as of December 31, 2017 and 2016, respectively. This mainly pertains to the sale of
investment in 2014 which remain uncollected to date.
Page 9 of 38
(c) The Group rents out its equipment to its affiliates for their construction projects. Outstanding
receivables from equipment rentals amounted to P16.21 million and P17.37 million as of
December 31, 2017 and 2016, respectively.
(d) The Group processes the payroll of its affiliates and charges Electronic Data Processing (EDP)
expenses. Total outstanding EDP charges to the related parties under common control amounted
to P23.35 million and P15.89 million as of December 31, 2017 and 2016, respectively.
(e) The Group paid for the contracted services, material issuances, rental expenses and other
supplies of its affiliates. The outstanding balance from its affiliates included under “Receivable
from related parties” amounted to P11.48 million and P2.58 million as of December 31, 2017 and
2016, respectively.
(f) The Group has outstanding payable to affiliates amounting to P20.73 million and P26.00 million
as at December 31, 2017 and 2016, respectively. This mainly pertains to receivables collected by
the Group in behalf of the affiliates.
(g) An affiliate had transactions with the Group for services rendered relating to the Group’s coal
operations. These include services for the confirmatory drilling for coal reserve and evaluation of
identified potential areas, exploratory drilling of other minerals within the Island, dewatering well
drilling along cut-off wall of Panian mine and fresh water well drilling for industrial and domestic
supply under an agreement.
The affiliate also provides to the Group marine vessels for use in the delivery of coal to its various
customers. The coal freight billing is on a per metric ton basis plus demurrage charges when
delay will be incurred in the loading and unloading of coal cargoes. The outstanding payable of
the Group amounted to P209.74 million and P847.61 million as of December 31, 2017 and 2016,
respectively.
(h) The Group rents from its affiliate construction equipment for use in the Group’s construction
projects. The outstanding payable lodged under “Payable to related parties” amounted to P2.32
million and P32.48 million as of December 31, 2017 and 2016, respectively.
(i) A shareholder of the Group, provided maintenance of the Group’s accounting system, Navision,
which is used by some of the Group’s subsidiaries to which related expenses are included under
“Miscellaneous” of “Operating expenses”. Outstanding payable of the Group recorded under
“Payable to related parties” amounted to P0.85 million and P12.90 million as of December 31,
2017 and 2016, 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 to the affiliate amounted to nil and P12.73 million as of December 31 2017
and 2016.
(k) An affiliate had transactions with the Group for space rental to which related expenses are
included in operating expenses under “Operating expenses” in the consolidated statements of
Page 10 of 38
income (see Notes 25 and 37). Outstanding payable amounted to P74.98 million and P2.48
million as at December 31, 2017 and 2016, respectively.
(l) In 2017 and 2016, an affiliate had transactions with the Group for shipsiding services. The
outstanding balance to the affiliate amounting to P1.72 million and P1.67 million is lodged under
“Payable to related parties” in the consolidated statements of financial position as of December
31, 2017 and 2016, respectively.
(m) In 2017 and 2016, the Group engaged its affiliates to supply various raw materials, office
supplies and refreshments. The outstanding balance to its affiliates is lodged in the "Payable to
related parties" as of December 31, 2017 and 2016, 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 P3.14
million and P0.84 million as of December 2017 and 2016, respectively.
(o) Payable to affiliate pertains to labor charges incurred by the Group, which are initially paid by the
affiliate in behalf of the Group. The outstanding payable to the affiliate is recorded in “Other
accounts payable” amounted to P1.50 million and P42.33 million as of December 2017 and 2016,
respectively.
Outstanding balances as of December 31, 2017 and 2016, are unsecured and interest free, are all
due within one year, normally within 30-60 day credit term. As of December 31, 2017 and 2016, the
Group has not made any provision for impairment loss relating to amounts owed by related parties.
This assessment is undertaken each financial year through examining the financial position of the
related party and the market in which the related party operates.
The following are the incumbent directors and executive officers of the Corporation:
Page 11 of 38
Antonio Jose U. Periquet Director (Independent) 56 Filipino
Honorio O. Reyes-Lao Director (Independent) 73 Filipino
Cristina C. Gotianun Assistant Treasurer 63 Filipino
Victor S. Limlingan Managing Director 74 Filipino
Noel A. Laman Corporate Secretary 77 Filipino
Ma. Pilar P. Gutierrez Asst. Corporate Secretary 41 Filipino
Brian T. Lim Vice President & Senior Finance 32 Filipino
Officer
Cherubim O. Mojica Vice President & Corporate 40 Filipino
Communications Head
Tara Ann C. Reyes Investor Relations Officer 40 Filipino
The incumbent directors of the Corporation have been nominated to the Board of Directors for
the ensuing year and they have all accepted their respective nomination.
The following are the Corporate Governance Committees pursuant to the Corporation’s Manual
on Corporate Governance and Article VI of the Amended By-laws.
On February 14, 2007, the SEC approved the Company’s Amended By-Laws which incorporated
the provisions of SRC Rule 38. The nominees for independent directors namely, Messrs. Antonio Jose U.
Periquet and Honorio O. Reyes-Lao, are compliant with the term limits under SEC Memorandum Circular
No. 4, series of 2017, which provides that a company's 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, both Messrs. Honorio Reyes-Lao and Antonio Jose U.
Periquet have been independent directors of the Company for six (6) years since 2012.
The term of office of the directors and executive officers is one (1) year from their election as
such until their successors are duly elected and qualified.
Page 12 of 38
(c) Business experience of the Directors and Officers during the past five (5) years.
BOARD OF DIRECTORS
1. Regular Directors
Isidro A. Consunji – is 69 years old; has served the Corporation as a regular director for twenty two (22)
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., Dacon Corp., DFC
Holdings, Inc., Beta Electric Corp., Crown Equities, Inc., Wire Rope Corporation of the Philippines,
Construction Industry Authority of the Phils., and Philippine Overseas Construction Board. 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 88 years old; has served the Corporation as a regular director for twenty two
(22) 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 65 years old; has served the Corporation as a regular director for twenty two
(22) 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
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 Philippines (Member), Shareholders
Association of the Philippines (Member).
Page 13 of 38
Jorge A. Consunji – is 66 years old; has served the Corporation as a regular director for twenty two (22)
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 Managment. 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.
Victor A. Consunji - is 67 years old; has served the Corporation as a regular director for twenty two (22)
years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power Corp.;
(Non-listed) DMCI Power Corp., Sem-Calaca Power Corp., Southwest Luzon Power Generation Corp.,
Sem Calaca Res Corporation, Sem-Cal Industrial Park Development Corp., St. Raphael Power Generation
Corp., Semirara Enegery Utilities Inc., Semirara Claystone, Inc., Sem-Balayan Power Generation Corp.,
Dacon Corp., DMCI Masbate Corp., DMCI Mining Corp. , D.M. Consunji Inc. , DFC Holdings, Inc., M&S
Company, Inc., Sodaco Agricultural Corporation, Ecoland Properties Development Corporation., DMC
Urban Properties Development Inc., Sirawai Plywood & Lumber Corp., Royal Star Aviation, Inc., Zanorte
Palm-Rubber Plantation, Inc. Education. AB Political Science (Ateneo de Manila and Ateneo de Davao);
Chevalier College, Australia (secondary); San Beda College, Manila (elementary).
Ma. Edwina C. Laperal - is 56 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 (9 years and 9 months); 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 64 years old; has served the Corporation as a regular director from July
2016. She is a regular director of the following: (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).
Page 14 of 38
2. Independent Directors
Honorio O. Reyes-Lao - is 73 years old; has served the Corporation as an Independent Director
for eight (8) years and eight (8) months since July 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 six (6) 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 (Past Positions) 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 56 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 six (6) 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.; (Non-listed)
Albizia ASEAN Tenggara Fund, Campden Hill Group, Inc. (Chairman), 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); 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.
3. Officers
Noel A. Laman is 77 years old; has served the Corporation as Corporate Secretary for almost twenty
three (23) years since March 1995; he holds the following positions: (Non-listed) Castillo Laman Tan
Pantaleon & San Jose Law Offices, Founder/Senior Partner; DCL Group of Companies, Treasurer;
Boehringer Ingelheim (Phils.), Inc., Non-executive Director; Merck, Inc, Non-executive Director.
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.
Page 15 of 38
Ma. Pilar P. Gutierrez is 41 years old; has served the Corporation as Assistant Corporate Secretary for
almost eight (8) years since July 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, Partner; Pricon Microelectronics, Inc., Corporate Secretary; Test Solution Services,
Inc., Corporate Secretary; Manpower Resources of Asia, Inc., Corporate Secretary; Sealanes Marine
Services, Inc., Corporate Secretary; Software AG Philippines, Inc., Corporate Secretary; Oncho
Philippines, Inc., Corporate Secretary; Mercury Battery Industries, Inc., Corporate Secretary; Philippine
Advanced Processing Technology, Inc., Corporate Secretary; Rentokil Initial Philippines, Inc., Corporate
Secretary; Jacobs Projects Philippines, Inc., Corporate Secretary; Successfactors Philippines, Inc.,
Corporate Secretary; D.M. Consunji, Inc., Asst. Corporate Secretary; DMCI Project Developers, Inc., Asst.
Corporate Secretary; Dacon Insurance Brokers, Inc., Asst. Corporate Secretary; Wire Rope Corporation
of the Philippines, Asst. Corporate Secretary; Honeywell CEASA (Subic Bay) Company, Inc., Asst.
Corporate Secretary; IMS Health Philippines, Inc., Asst. Corporate Secretary; SingTel Philippines, Inc.,
Asst. Corporate Secretary; Koyo Manufacturing Philippines Corporation, Asst. Corporate Secretary.
Education. Bachelor of Laws, University of the Philippines; Bachelor of Science in Management, Major
in Legal Management (B.S.L.M.), Ateneo de Manila University.
Victor S. Limlingan is 74 years old; has served the Corporation as Managing Director for eight (8) 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.
Ma. Cristina C. Gotianun is 63 years old; has served the Corporation as Assistant Treasurer for twenty
one (21) 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 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.
Brian T. Lim is 32 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.
Page 16 of 38
Cherubim O. Mojica 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.
Mr. Antonio Jose U. Periquet and Mr. Honorio Reyes Lao are currently the Corporation’s
independent directors. Mr. Honorio Reyes Lao was first elected to such position during the annual
meeting held in July, 2009, while Mr. Periquet was first elected to such position on August 24, 2010.
SEC Memorandum Circular No. 4 - 2017 provides that a company's 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, both Messrs. Honorio Reyes-Lao and Antonio Jose
U. Periquet are deemed to have been independent directors of the Company for six (6) years since 2012.
Under its Manual of Corporate Governance, the Corporation is required to have at least two (2)
Independent Directors or such number of Independent Directors as shall constitute at least twenty
(20%) percent of the members of the Board of Director of the Corporation. Attached hereto as Schedule
1 is the Final List of Candidates for Independent Directors. The candidates for independent directors
were nominated as such by Mr. Jose L. Merin, who has no family and/ or business relationships or
affiliations with the two (2) nominees. The two (2) nominees for Independent Directors were selected
by the Board Nomination and Election Committee in accordance with the guidelines in the Manual of
Corporate Governance, the Code of Corporate Governance (SEC Memorandum Circular No. 2, Series of
2002), and the Guidelines on the nomination and election of Independent Directors (SRC Rule 38). The
nominees for independent directors are likewise compliant with the term limits provided under SEC
Memorandum Circular No. 4, series of 2017.
Page 17 of 38
Calaca Corp.)
Semirara Claystone, Inc.
Dacon Corporation
DFC Holdings, Inc.
Wire Rope Corporation of the Philippines
Atlas Consolidated Mining and Development
Corp.
Construction Industry Authority of the Phils.
Philippine Overseas Construction Board
Cesar A. Buenaventura D.M. Consunji, Inc.
Semirara Mining and Power Corp.
iPeople Inc.Petroenergy Resources Corp.
Concepcion Industrial Corp.Mitsubishi-Hitachi
Phils, Inc.
Pilipinas Shell Petroleum Corp.
Page 18 of 38
D.M. Consunji Inc.
DFC Holdings, Inc.
M&S Company, Inc.
Sodaco Agricultural Corporation
Ecoland Properties Development Corporation.
DMC Urban Properties Development Inc.
Sirawai Plywood & Lumber Corp.
Jorge A. Consunji Semirara Mining and Power Corp. (company
subsidiary)
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.
Maynilad Water Holdings, Inc.
Maynilad Water Services, Inc.
Dacon Corp.
DFC Holdings, Inc.
Beta Electric Corporation
Wire Rope Corporation of the Philippines
Honorio O. Reyes-Lao Philippine Business Bank (Listed)
Semirara Mining and Power Corporation (Listed)
Southwest Luzon Power Generation Corp.
(Independent Director)
Sem-Calaca Power Corp. (Independent Director)
DMCI Project Developers, Inc. (Independent
Director)
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)
Page 19 of 38
BPI Family Savings Bank, Inc.
Albizia ASEAN Tenggara Fund
The family relationship up to the fourth civil degree either by consanguinity or affinity among
directors, executive officers or persons nominated or chosen by the Corporation to become directors or
executive officers is stated below:
Name Relationship
(g) Since the last annual stockholders’ meeting of the Corporation, no Director has resigned or
declined to stand for re-election to the Board of Directors of the Corporation because of any
disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or
practices.
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.
(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.
Page 20 of 38
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 directors
of the Corporation’s subsidiaries D.M. Consunji, Inc. (“DMCI”) and DMCI Project Developers, Inc.
(“DMCI-PDI”), namely, Alfredo A. Austria, Victor S. Limlinagn, Ma. 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
Page 21 of 38
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., C.A. GR SP No. 00027, Court of Appeals, Manila, 9th Division. - 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. Agham elevated the case by way of an
appeal before the Supreme Court. This case remains pending to date.
The following are the significant employees of the Corporation who are not executive officers
but who are expected by the Corporation to make a significant contribution to the business:
Although the Corporation has and will likely continue to rely significantly on the aforementioned
individuals, it is not dependent on the services of any particular employee. It does not have any special
arrangements to ensure that any employee will remain with the Corporation and will not compete upon
termination.
(j) Business experience of the significant employees of the Corporation for the last five years:
Tara Ann C. Reyes joined the Company in January 2013 as Investor Relations Officer. She trained under
the Financial Planning and Forecasting department at Metro Pacific Investment Corp. for eight (8)
months.
ANNUAL COMPENSATION
Page 22 of 38
Chairman of the
Isidro A. Consunji Board of
Directors/President
Vice President &
Herbert M. Consunji Chief Financial
Officer
Ma. Edwina C. Laperal 2 Treasurer
Ma. Cristina C.
Asst. Treasurer
Gotianun 3
Victor S. Limlingan Managing Director
YEARS
2015 P 8,239,699.30 P 190,000.00
2016 P 8,239,699.30 P 1,170,000.00
2017 P 10,634,322.22 P 1,520,000.00
2018* P 10,634,322.22 P 1,520,000.00
TOTAL: P 37,748,043.04 P 4,400,000.00
YEARS
All other directors and 2015 P 5,275,301.00 P 450,000.00
executive officers as a 2016 P 2,820,953.00 P 4,560,000.00
group unnamed 2017 P 4,136,665.00 P 3,920,000.00
2018* P 4,136,665.00 P 3,920,000.00
TOTAL: P 16,369,584.00 P 12,850,000.00
*Approximate figures
** In 2015, each director received Php10,000 for every regular meeting of the Board. The per
diem was increased to Php 80,000.00 for every regular meeting of the Board effective March 31,
2016.
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.
(a) The auditing firm, Sycip Gorres Velayo & Co. will be recommended to the stockholders for
appointment as the Corporation’s principal accountant for the ensuing fiscal year. Conformably
2
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.
3
The Assistant Treasurer does not receive any compensation as Assistant Treasurer of the Corporation.
Page 23 of 38
with SRC Rule 68(3)(b)(iv), the Corporation’s independent public accountant shall be rotated, or
the handling partner shall be changed, every 5 years.
(b) SyCip Gorres Velayo & Co. was the same principal accountant of the Corporation for the fiscal
year most recently completed, December 31, 2017.
(c) 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.
(e) The audit firm Sycip Gorres Velayo & Co. has no shareholdings in the Corporation nor any right,
whether legally enforceable or not, to nominate persons or to subscribe for the securities in the
Corporation. Sycip Gorres Velayo & Co. will not receive any direct or indirect interest in the
Corporation or in any securities thereof (including options, warrants or rights thereto) pursuant
to or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for
Professional Accountants in the Philippines.
(f) There are no disagreements on any matter of accounting principle or practices, FS disclosures,
etc., between Sycip Gorres Velayo & Co. and the Corporation.
There are no issues regarding the issuance of securities other than for exchange.
D. OTHER MATTERS
The minutes of the annual stockholders’ meeting held on May 16, 2017 will be submitted for
approval of the stockholders at the annual meeting to be held on May 15, 2018. Below is a summary of
the items and/or resolutions approved at the annual stockholders’ meeting held on May 16, 2017:
Page 24 of 38
(a) The Chairman of the Board of Directors of the Corporation called the meeting to order.
(b) The Secretary of the meeting certified that a quorum existed for the transaction of business.
(c) The stockholders approved the minutes of the annual stockholders’ meeting held on July 27,
2016.
(d) The President of the Corporation presented the management report. He presented the
highlights of the performance of the Corporation, the details of which were incorporated into
the Corporation’s annual report as distributed to the stockholders. The management report
included a discussion on (1) the Corporation’s consolidated revenue and net income, (2) the
Corporation’s construction, coal and nickel mining, and real estate business segments, and (3)
the Corporation’s new businesses. Stockholders were given the opportunity to ask questions
relating to the management report. After the question and answer portion, and upon motion
duly made and seconded, the management report was approved.
(e) Upon motion duly made and seconded, the stockholders ratified the acts of the officers and the
Board of Directors of the Corporation for the year 2016 until the date of the annual
stockholders’ meeting, as they are reflected in the books and records of the Corporation.
(f) Upon motion duly made and seconded, the auditing firm Sycip Gorres Velayo and Co. was
appointed as independent auditors of the Corporation for the then current fiscal year.
(g) The following were elected as directors of the Corporation for the then current year, to serve as
such for a period of one year and until their successors shall have been elected and qualified:
(h) Upon motion duly made and seconded, the annual stockholders’ meeting was adjourned.
Resolutions, contracts, and acts of the board of directors and management for ratification refer
to those passed or undertaken by them during the year and for the day to day operations of the
Company as contained or reflected in the minute books, annual report and financial statements. These
Page 25 of 38
acts are covered by resolutions of the Board of Directors. Specifically these resolutions include the
following:
Page 26 of 38
BOARD COMMITTEES MEMBERS
Audit and Related Party Transaction (RPT) Honorio O. Reyes-Lao (Chairman)
Antonio Jose U. Periquet
Cesar A. Buenaventura
(1) Approval/ratification of the minutes of the annual meeting of stockholders held on May
16, 2017. Approval of said minutes shall constitute confirmation of all the matters
stated in the minutes. The minutes of the May 16, 2017 annual stockholders’ meeting
are posted in the website of the Corporation as early as one day after the said meeting.
(2) Approval of the Management Report for the year ending December 31, 2017. Upon
approval thereof, the same shall form part of the records of the Corporation.
(3) Ratification of Acts of Directors and Officer. Resolutions, contracts, and acts of the
board of directors and management for ratification refer to those passed or undertaken
by them during the year and for the day to day operations of the Company as contained
or reflected in the attached annual report and financial statements and more specifically
identified in item 9 (2) of this Information Statement.
Election of a Board of nine (9) directors, each of whom will hold office until the next
annual meeting of stockholders and until his or her successor is elected and qualified.
Regular Directors:
Page 27 of 38
ISIDRO A. CONSUNJI
CESAR A. BUENAVENTURA
JORGE A. CONSUNJI
VICTOR A. CONSUNJI
HERBERT M. CONSUNJI
MA. EDWINA C. LAPERAL
LUZ CONSUELO A. CONSUNJI
Independent Directors:
HONORIO O. REYES-LAO
ANTONIO JOSE U. PERIQUET
Two (2) Independent Directors 4 of the Corporation within the purview of SRC Rule 38 are Messrs.
Honorio O. Reyes-Lao and Antonio Jose U. Periquet.
(1) Approval/ratification of the minutes of the annual stockholders’ meeting held on May
16, 2017
(A) Vote required: A majority of the outstanding common stock present in person
or by proxy, provided constituting a quorum.
(B) Method by which votes shall be counted: Each outstanding common stock
shall be entitled to one (1) vote. The stockholders shall vote by ballot.
(A) Vote required: A majority of the outstanding common stock present in person
or by proxy, provided constituting a quorum.
(B) Method by which votes shall be counted: Each outstanding common stock
shall be entitled to one (1) vote. The stockholders shall vote by ballot.
(A) Vote required: A majority of the outstanding common stock present in person
or by proxy, provided constituting a quorum.
(B) Method by which votes shall be counted: Each outstanding common stock
shall be entitled to one (1) vote. The stockholders shall vote by ballot.
4
An “Independent Director” shall mean a person other than an officer or employee of the Corporation or its subsidiaries, or any other
individual having a relationship with the Corporation, which would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.
Page 28 of 38
(4) Appointment of Independent External Auditors
(A) Vote required: A majority of the outstanding common stock present in person
or by proxy, provided constituting a quorum.
(B) Method by which votes shall be counted: Each outstanding common stock shall
be entitled to one (1) vote. The stockholders shall vote by ballot.
(A) Vote required. The nine (9) candidates receiving the highest number of votes
shall be declared elected.
(B) Method by which votes will be counted. Cumulative voting applies. Under
this method of voting, a stockholder entitled to vote shall have the right to vote
in person or by proxy the number of shares of stock standing in his own name
on the stock books of the Corporation as of the Record Date, and said
stockholder may vote such number of shares for as many persons as there are
directors to be elected or he may cumulate said shares and give one candidate
as many votes as the number of directors to be elected multiplied by the
number of his shares shall equal, or he may distribute them on the same
principle among as many candidates as he shall see fit. The stockholders shall
vote by ballot.
The nine nominees obtaining the highest number of votes will be proclaimed as
Directors of the Corporation for the ensuing year, provided two of whom must
be independent directors.
Sycip, Gorres, Velayo and Co. (SGV) was appointed as Board of Canvassers. The Board of
Canvassers shall have the power to count and tabulate all votes, assents and consents; determine and
announce the result; and to do such acts as may be proper to conduct the election or vote with fairness
to all stockholders.
Page 29 of 38
PART II
PROXY FORM
DMCI HOLDINGS, INC.
Item 1. Identification
This proxy is being solicited for and on behalf of the Management of the Corporation. The
Chairman of the Board of Directors or, in his absence, the President of the Corporation will vote the
proxies at the annual stockholders’ meeting to be held on May 15, 2018.
Item 2. Instruction
(a) The proxy must be duly accomplished by the stockholder of record as of Record Date. A proxy
executed by a corporation shall be in the form of a board resolution duly certified by the
Corporate Secretary or in a proxy form executed by a duly authorized corporate officer
accompanied by a Corporate Secretary’s Certificate quoting the board resolution authorizing the
said corporate officer to execute the said proxy.
(b) Duly accomplished proxies may be mailed or submitted personally to the Corporate Secretary of
the Corporation not later than May 5, 2018 at the following address:
(c) In case of shares of stock owned jointly by two or more persons, the consent of all co-owners
must be necessary for the execution of the proxy. For persons owning shares in an “and/or”
capacity, any one of them may execute the proxy.
(d) Validation of proxies will be held by the Stock Transfer Agent on May 10, 2018 at 2:00 p.m. at
the principal office of the Corporation at the 3rd Floor, DACON Building, 2281, Don Chino Roces
Avenue, Makati City, Philippines.
(e) Unless otherwise indicated by the stockholder, a stockholder shall be deemed to have
designated the Chairman of the Board of Directors, or in his absence, the President of the
Corporation, as his proxy for the annual stockholders meeting to be held on May 15, 2018.
(f) If the number of shares of stock is left in blank, the proxy shall be deemed to have been issued
for all of the stockholder’s shares of stock in the Corporation as of Record Date.
(g) The manner in which this proxy shall be accomplished, as well as the validation hereof shall be
governed by the provisions of SRC Rule 20 (11)(b)
Page 30 of 38
(h) The stockholder executing the proxy shall indicate the manner by which he wishes the proxy to
vote on any of the matters in (1), (2), (3), (4) , and (5) below by checking the appropriate box.
Where the boxes (or any of them) are unchecked, the stockholder executing the proxy is
deemed to have authorized the proxy to vote for the matter.
(a) The Chairman of the Board of Directors of DMCI Holdings, Inc., or in his absence,
the President of DMCI Holdings, Inc.,
(b) _________________________________
as his/her/its Proxy to attend the above annual meeting of the stockholders of DMCI Holdings, Inc., and
any adjournment or postponement thereof, and thereat to vote all shares of stock held by the
undersigned as specified below and on any matter that may properly come before said meeting.
(1) Approval/ratification of the minutes of the annual stockholders’ meeting held on May
16, 2017.
(3) Ratification of the acts of the Board of Directors and Officers as contained in the
attached annual report, the audited financial statements of the Corporation for the year
ended December 31, 2017 and discussed in item 9 (2) of the Information Statement.
FOR all nominees listed below, except those whose names are stricken out
(Instruction: To strike out a name or withhold authority to vote for any individual
nominee, draw a line through the nominee’s name in the list below).
Page 31 of 38
Regular Directors:
ISIDRO A. CONSUNJI
CESAR A. BUENAVENTURA
JORGE A. CONSUNJI
VICTOR A. CONSUNJI
HERBERT M. CONSUNJI
MA. EDWINA C. LAPERAL
LUZ CONSUELO A. CONSUNJI
Independent Directors:
Any stockholder who executes the proxy enclosed with this statement may revoke it at any time
before it is exercised. The proxy may be revoked by the stockholder executing the same at any time by
submitting to the Corporate Secretary a written notice of revocation not later than the start of the
meeting, or by attending the meeting in person and signifying his intention to personally vote his shares.
Shares represented by an unrevoked proxy will be voted as authorized by the stockholder.
The solicitation is made by the Management of the Corporation. No director of the Corporation
has informed the Corporation in writing that he intends to oppose an action intended to be taken up by
the Management of the Corporation at the annual meeting. Solicitation of proxies shall be made
through the use of mail or personal delivery. The Corporation will shoulder the cost of solicitation which
is approximately Php80,000.00.
No director, officer, nominee for director, or associate of any of the foregoing, has any
substantial interest, direct or indirect, by security holdings or otherwise, on any matter to be acted upon
at the annual stockholders’ meeting to be held on May 15, 2018 other than election to office.
_________________________________ _______________________________________
Date (Signature above printed name, including title
when signing for a corporation or partnership or as
an agent, attorney or fiduciary).
Page 32 of 38
SCHEDULE 1
FINAL LIST OF CANDIDATES FOR THE BOARD OF DIRECTORS
2018-2019
Isidro A. Consunji – is 69 years old; has served the Corporation as a regular director for twenty two (22)
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., 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 88 years old; has served the Corporation as a regular director for twenty two
(22) 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 65 years old; has served the Corporation as a regular director for twenty two
(22) 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
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.
Page 34 of 38
Jorge A. Consunji – is 66 years old; has served the Corporation as a regular director for twenty two (22)
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 Managment. 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.
Victor A. Consunji - is 67 years old; has served the Corporation as a regular director for twenty two (22)
years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power Corp.;
(Non-listed) DMCI Power Corp., Sem-Calaca Power Corp., Southwest Luzon Power Generation Corp.,
Sem Calaca Res Corporation, Sem-Cal Industrial Park Development Corp., St. Raphael Power Generation
Corp., Semirara Enegery Utilities Inc., Semirara Claystone, Inc., Sem-Balayan Power Generation Corp.,
Dacon Corp., DMCI Masbate Corp., DMCI Mining Corp. , D.M. Consunji Inc. , DFC Holdings, Inc., M&S
Company, Inc., Sodaco Agricultural Corporation, Ecoland Properties Development Corporation., DMC
Urban Properties Development Inc., Sirawai Plywood & Lumber Corp., Royal Star Aviation, Inc., Zanorte
Palm-Rubber Plantation, Inc. Education. AB Political Science (Ateneo de Manila and Ateneo de Davao);
Chevalier College, Australia (secondary); San Beda College, Manila (elementary).
Ma. Edwina C. Laperal - is 56 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 (9 years and 9 months); 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 64 years old; has served the Corporation as a regular director from July
2016. She is a regular director of the following: (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).
Page 35 of 38
A. INDEPENDENT DIRECTORS
Honorio O. Reyes-Lao - is 73 years old; has served the Corporation as an Independent Director for eight
(8) years and eight (8) months since July 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 six (6) 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 56 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 six (6) 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.; (Non-listed)
Albizia ASEAN Tenggara Fund, Campden Hill Group, Inc. (Chairman), 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); 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 36 of 38
SCHEDULE 2
The following is a disclosure of the beneficial owners of the shares held by the PCD Nominee
Corporation, DACON Corporation and DFC Holdings, Inc. in DMCI Holdings, Inc. as of March 31, 2018.
Attached hereto as Schedule 2(a) is a Certification from the PCD Nominee Corporation as to the
beneficial owners of the shares held by it in DMCI Holdings, Inc. The PCD Nominee Corporation is a
wholly-owned subsidiary of the Philippine Depository and Trust Corporation (PDTC). The beneficial
owners of shares held of record by the PCD Nominee Corporation are PDTC participants who hold the
shares on their own behalf or that of their clients. PDTC is a private company organized by major
institutions actively participating in the Philippine capital markets to implement an automated book-
entry system of handling securities transactions in the Philippines.
DACON Corporation
NO. OF
STOCKHOLDER SHARES %
SUBSCRIBED OWNERSHIP
Isidro A. Consunji 1 0.00%
Jorge A. Consunji 1 0.00%
Josefa C. Reyes 1 0.00%
Luz Consuelo A. Consunji 1 0.00%
Ma. Edwina C. Laperal 1 0.00%
Cristina C. Gotianun 1 0.00%
Victor A. Consunji 6 0.00%
DOUBLE SPRING INVESTMENTS CORP. 114,429 0.35%
VALEMOUNT CORPORATION 4,088,194 12.46%
CHRISMON INVESTMENTS, INC. 4,088,195 12.46%
EASTHEIGHTS HOLDINGS CORPORATION 4,088,195 12.46%
GULFSHORE INCORPORATED 4,088,195 12.46%
INGLEBROOK HOLDINGS CORPORATION 4,088,195 12.46%
JAGJIT HOLDINGS, INC. 4,088,195 12.46%
LA LUMIERE HOLDINGS, INC. 4,088,195 12.45%
5
PCD Nominee Corporation, a wholly-owned subsidiary of Philippine Depository and Trust Corporation (“PDTC”), is the registered owner of the shares in the books
of the Corporation’s transfer agent in the Philippines. The beneficial owners of such shares are PDTC participants, who hold the shares on their behalf or on behalf of
their clients. PDTC is a private company organized by major institutions actively participating in the Philippine capital markets to implement an automated book-
entry system of handling securities transactions in the Philippines
Page 37 of 38
RICE CREEK HOLDINGS, INC. 4,088,195 12.46%
Total : 32,820,000 100.00%
Mr. Victor A. Consunji and/or Mr. Jorge A. Consunji and/or Ms. Cristina C. Gotianun shall have the right
to vote the shares of DACON Corporation.
NO. OF SHARES %
SHAREHOLDER
SUBSCRIBED OWNERSHIP
Isidro A. Consunji 698,689 0.07%
Victor A. Consunji 1,637,578 0.16%
Jorge A. Consunji 2,044,715 0.20%
Ma. Edwina C. Laperal 781,076 0.08%
Cristina C. Gotianun 2,079,530 0.20%
Inglebrook Holdings 127,626,311 12.43%
Eastheights Holdings 127,443,924 12.41%
Crismon Investment, Inc. 126,245,470 12.30%
Valemont Corporation 126,687,422 12.34%
Gulfshore Incorporated 126,280,285 12.30%
Jagjit Holdings, Inc. 128,325,000 12.50%
La Lumiere Holdings, Inc. 128,325,000 12.50%
Rice Creek Holdings, Inc. 128,325,000 12.50%
Firenze Holdings, Inc. 100,000 0.01%
Ms. Ma Edwina C. Laperal and/or Ms. Cristina C. Gotianun shall have the right to vote the shares of DFC
Holdings, Inc.
Page 38 of 38
Philippine Depository & Trust Corp.
OUTSTANDING BALANCES FOR A SPECIFIC COMPANY - ADHOC
Company Code - DMC000000000 & Company Name - DMCI HOLDINGS
Selection Criteria :
Security ID From :DMC000000000 To :DMC000000000 Input Date :3/28/2018
BPNAME ADDRESS HOLDINGS
Page 1 of 37
BPNAME ADDRESS HOLDINGS
ALL ASIA SECURITIES All Asia Capital Center 105 Paseo de Roxas St.
3,500.00
MANAGEMENT CORP. Makati City
Page 2 of 37
BPNAME ADDRESS HOLDINGS
ANSALDO, GODINEZ & CO., INC. 340 Nueva St., Binondo Manila 154,000.00
ANSALDO, GODINEZ & CO., INC. 340 Nueva St., Binondo Manila 6,249,400.00
Page 3 of 37
BPNAME ADDRESS HOLDINGS
Page 4 of 37
BPNAME ADDRESS HOLDINGS
ASIA PACIFIC CAPITAL EQUITIES 24/F Galleria Corporate Center EDSA corner
50,600.00
& SECURITIES CORP. Ortigas Avenue, Pasig City
CHINA BANK SECURITIES Unit 6f, 6th Floor 8101 Pearl Plaza, Pearl
45,000.00
CORPORATION Drive Ortigas Center, Pasig City
B. H. CHUA SECURITIES
872 G. Araneta Avenue, Quezon City 542,500.00
CORPORATION
Page 5 of 37
BPNAME ADDRESS HOLDINGS
CAMPOS, LANUZA & COMPANY, Unit 2003B East Tower, PSE Center Exchange
364,700.00
INC. Road, Ortigas Center Pasig City
CAMPOS, LANUZA & COMPANY, Unit 2003B East Tower, PSE Center Exchange
33,300.00
INC. Road, Ortigas Center Pasig City
Page 6 of 37
BPNAME ADDRESS HOLDINGS
BDO NOMURA SECURITIES INC 8/F PCIB Tower 2, Dela Costa St., Makati City 687,027.00
BDO NOMURA SECURITIES INC 8/F PCIB Tower 2, Dela Costa St., Makati City 18,130,000.00
BDO NOMURA SECURITIES INC 8/F PCIB Tower 2, Dela Costa St., Makati City 476,660.00
BDO NOMURA SECURITIES INC 8/F PCIB Tower 2, Dela Costa St., Makati City 10,325.00
Page 7 of 37
BPNAME ADDRESS HOLDINGS
Page 8 of 37
BPNAME ADDRESS HOLDINGS
EAST WEST CAPITAL 2/F U-Bix Building 1331 Angono St., Makati
1,102,750.00
CORPORATION City
EASTERN SECURITIES
1701 Tytana Ctr. Bldg, Binondo, Manila 1,806,411.00
DEVELOPMENT CORPORATION
Page 9 of 37
BPNAME ADDRESS HOLDINGS
Page 10 of 37
BPNAME ADDRESS HOLDINGS
GLOBALINKS SECURITIES & # 706 Ayala Tower One Ayala Avenue Cor.
16,045,135.00
STOCKS, INC. Paseo de Roxas St. Makati City
GLOBALINKS SECURITIES & # 706 Ayala Tower One Ayala Avenue Cor.
502,000.00
STOCKS, INC. Paseo de Roxas St. Makati City
GLOBALINKS SECURITIES & # 706 Ayala Tower One Ayala Avenue Cor.
70.00
STOCKS, INC. Paseo de Roxas St. Makati City
GLOBALINKS SECURITIES & # 706 Ayala Tower One Ayala Avenue Cor.
577,500.00
STOCKS, INC. Paseo de Roxas St. Makati City
Page 11 of 37
BPNAME ADDRESS HOLDINGS
Page 12 of 37
BPNAME ADDRESS HOLDINGS
Page 13 of 37
BPNAME ADDRESS HOLDINGS
LOPEZ, LOCSIN, LEDESMA & 405 URBAN BUILDING, SEN. GIL. PUYAT
439,700.00
CO., INC. AVENUE, MAKATI CITY
Page 14 of 37
BPNAME ADDRESS HOLDINGS
LOPEZ, LOCSIN, LEDESMA & 405 URBAN BUILDING, SEN. GIL. PUYAT
15,000.00
CO., INC. AVENUE, MAKATI CITY
MANDARIN SECURITIES
28/F LKG Tower 6801 Ayala Ave. Makati City 170.00
CORPORATION
MANDARIN SECURITIES
28/F LKG Tower 6801 Ayala Ave. Makati City 82,000.00
CORPORATION
Page 15 of 37
BPNAME ADDRESS HOLDINGS
Page 16 of 37
BPNAME ADDRESS HOLDINGS
NEW WORLD SECURITIES CO., 215 JUAN LUNA STREET, UNIT 2608 WORLD
76,200.00
INC. TRADE EXCHANGE BLDG., BINONDO, MANILA
OPTIMUM SECURITIES No. 11 E. O. Bldg., United St. cor. 2nd St. Bo.
1,431,200.00
CORPORATION Kapitolyo, Pasig City
OPTIMUM SECURITIES No. 11 E. O. Bldg., United St. cor. 2nd St. Bo.
20,000.00
CORPORATION Kapitolyo, Pasig City
OPTIMUM SECURITIES No. 11 E. O. Bldg., United St. cor. 2nd St. Bo.
20,000.00
CORPORATION Kapitolyo, Pasig City
Page 17 of 37
BPNAME ADDRESS HOLDINGS
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
130,500.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
2,537,900.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
6,200.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
Page 18 of 37
BPNAME ADDRESS HOLDINGS
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
115,000.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
6,020,345.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
MAYBANK ATR KIM ENG 17/F Tower One & Exchange Plaza, Ayala
120,000.00
SECURITIES, INC. Triangle, Ayala Avenue Makati City
Page 19 of 37
BPNAME ADDRESS HOLDINGS
QUALITY INVESTMENTS & Suite 1602 Tytana Plaza Oriente St, Binondo
828,900.00
SECURITIES CORPORATION Manila
Page 20 of 37
BPNAME ADDRESS HOLDINGS
REGINA CAPITAL DEVELOPMENT Unit 806 Tower 1 & Exchange Plaza Ayala
2,320,150.00
CORPORATION Triangle, Ayala Avenue Makati City
REGINA CAPITAL DEVELOPMENT Unit 806 Tower 1 & Exchange Plaza Ayala
67,000.00
CORPORATION Triangle, Ayala Avenue Makati City
REGINA CAPITAL DEVELOPMENT Unit 806 Tower 1 & Exchange Plaza Ayala
6,900.00
CORPORATION Triangle, Ayala Avenue Makati City
Page 21 of 37
BPNAME ADDRESS HOLDINGS
R. S. LIM & CO., INC. 1509 Galvani Street San Isidro, Makati City 177,500.00
Page 22 of 37
BPNAME ADDRESS HOLDINGS
Page 23 of 37
BPNAME ADDRESS HOLDINGS
APEX PHILIPPINES EQUITIES Unit 902, Antel Corporate Center, No. 139
7,100.00
CORPORATION Valero St., Salcedo Vill., Makati City
Page 24 of 37
BPNAME ADDRESS HOLDINGS
Page 25 of 37
BPNAME ADDRESS HOLDINGS
Page 26 of 37
BPNAME ADDRESS HOLDINGS
BERNAD SECURITIES, INC. 3/F 1033 M.H. del Pilar St. Ermita, Manila 318,000.00
PHIL-PROGRESS SECURITIES Rm. 110 PPL Bldg., U.N. Ave. Cor. San
20,000.00
CORPORATION Marcelino St., Manila
Page 27 of 37
BPNAME ADDRESS HOLDINGS
PCCI SECURITIES BROKERS 3/F PCCI Corporate Centre 118 Alfaro St,
3,545,950.00
CORP. Salcedo Village Makati City
PCCI SECURITIES BROKERS 3/F PCCI Corporate Centre 118 Alfaro St,
3,388,250.00
CORP. Salcedo Village Makati City
EAGLE EQUITIES, INC. 179 Kaimito St. Valle Verde II, Pasig City 24,600.00
EAGLE EQUITIES, INC. 179 Kaimito St. Valle Verde II, Pasig City 183,450.00
GOLDEN TOWER SECURITIES & 4-B Vernida I Condominium, 120 Amorsolo St.,
627,900.00
HOLDINGS, INC. Legaspi Village, Makati City
GOLDEN TOWER SECURITIES & 4-B Vernida I Condominium, 120 Amorsolo St.,
75,000.00
HOLDINGS, INC. Legaspi Village, Makati City
Page 28 of 37
BPNAME ADDRESS HOLDINGS
Page 29 of 37
BPNAME ADDRESS HOLDINGS
PHILIPPINE EQUITY PARTNERS, Unit 19C Citibank Tower Citibank Plaza 8741
193.00
INC. Paseo de Roxas Makati City
PHILIPPINE EQUITY PARTNERS, Unit 19C Citibank Tower Citibank Plaza 8741
154,000.00
INC. Paseo de Roxas Makati City
Page 30 of 37
BPNAME ADDRESS HOLDINGS
Page 31 of 37
BPNAME ADDRESS HOLDINGS
CHINA BANKING CORPORATION - 8/F CBC Building, 8745 Paseo de Roxas cor.
452,395.00
TRUST GROUP Villar Streets Makati City
CHINA BANKING CORPORATION - 8/F CBC Building, 8745 Paseo de Roxas cor.
2,018,245.00
TRUST GROUP Villar Streets Makati City
DEUTSCHE BANK MANILA- 26/F Ayala Tower One Ayala Triangle, Makati
634,564,758.00
CLIENTS A/C City
DEUTSCHE BANK MANILA- 26/F ayala Tower One, Ayala Triangle, Makati
3,889,571.00
CLIENTS A/C City
Page 32 of 37
BPNAME ADDRESS HOLDINGS
THE HONGKONG AND SHANGHAI HSBC Securities Services 12th Floor, The
BANKING CORP. LTD. -CLIENTS' Enterprise Center, Tower I 6766 Ayala Avenue 701,132,553.00
ACCT. corner Paseo de Roxas Makati City
THE HONGKONG AND SHANGHAI HSBC Securities Services 12th Floor, The
BANKING CORP. LTD. -CLIENTS' Enterprise Center, Tower I 6766 Ayala Avenue 320,852,050.00
ACCT. corner Paseo de Roxas Makati City
THE HONGKONG AND SHANGHAI HSBC Securities Services 12th Floor, The
BANKING CORP. LTD. -CLIENTS' Enterprise Center, Tower I 6766 Ayala Avenue 87,414,611.00
ACCT. corner Paseo de Roxas Makati City
THE HONGKONG AND SHANGHAI HSBC Securities Services 12th Floor, The
BANKING CORP. LTD. -CLIENTS' Enterprise Center, Tower I 6766 Ayala Avenue 18,405,410.00
ACCT. corner Paseo de Roxas Makati City
THE HONGKONG & SHANGHAI HSBC Securities Services 12th Floor, The
BANKING CORP. LTD. -OWN Enterprise Center, Tower I 6766 Ayala Avenue 6,000.00
ACCOUNT corner Paseo de Roxas Makati City
LAND BANK OF THE PHILIPPINES- LBP PLAZA 1598 M.H. DEL PILAR COR DR. J.
255,800.00
TRUST BANKING GROUP QUINTOS STS., MALATE MANILA
LAND BANK OF THE PHILIPPINES- LBP PLAZA 1598 M.H. DEL PILAR COR DR. J.
149,350.00
TRUST BANKING GROUP QUINTOS STS., MALATE MANILA
Page 33 of 37
BPNAME ADDRESS HOLDINGS
UCPB GENERAL INSURANCE 25th Floor, LKG Tower Ayala Avenue, Makati
274,400.00
CO., INC. City
AB CAPITAL & INVESTMENT G/F, Asianbank Centre Bldg., Sen. Gil Puyat
CORP. - TRUST & INVESTMENT Extension cor. Tordesillas St., Salcedo Village 4,250.00
DIV. Makati City
AB CAPITAL & INVESTMENT G/F, Asianbank Centre Bldg., Sen. Gil Puyat
CORP. - TRUST & INVESTMENT Extension cor. Tordesillas St., Salcedo Village 2,152,210.00
DIV. Makati City
ASIA UNITED BANK - TRUST & 347 G/F Morning Star Bldg. Sen. Gil Puyat,
265,000.00
INVESTMENT GROUP Makati City
Page 34 of 37
BPNAME ADDRESS HOLDINGS
Page 35 of 37
BPNAME ADDRESS HOLDINGS
SOCIAL SECURITY SYSTEM SSS Bldg., East Ave., Diliman, Quezon City 124,970,933.00
SOCIAL SECURITY SYSTEM SSS Bldg., East Ave., Diliman, Quezon City 48,550,267.00
Page 36 of 37
BPNAME ADDRESS HOLDINGS
UNITED FUND, INC. Cocolife Building, Ayala Avenue, Makati City 458,000.00
If no written notice of any error or correction is received by PDTC within five (5) calendar days from receipt hereof,
you shall be deemed to have accepted the accuracy and completeness of the details indicated in this report.
This document is computer generated and requires no signature.
Page 37 of 37
-o
Banaba Road, Forbes Park, Makati City after having been duly sworn to in
Fr.F-*-..
Done th is
i'lAR I
$t ilLtLn 2018 at Makati
/rakati city. city. n
)
';ilWrQuEr /
2018
SUBSCRIBED AND SWORN olv[t to before me this
at t'1AR
@,affiantpersonallyappearedbeforemeandexhibitedtome
his/her Passport No. P6023225A issued at Manila on t3 February ZOL8.
Doc. No . tr//
Page No. {f
Book No. y7 A.RAMOS
Series of 2018 c*NIi\4ISstON NO. ivg-2??
NO |ATTY T'{,I$JLI(] F(}R"MAKAT} CITY
r.r-N-iTf , l}.tlCii$dBER Jl' J0l8
NO i5 J.l'. RifrU, EKIN CO[t T,AN$IJil-E ST
COiVlIii\'{BO, MAKAE CTTY
S{l }tu:li l'Xo" t5? t?9JH*-.?{i ?C ! 3
'; ii:, ' .:i;;,
i..lit}'
.tgl, l.{o" $??95?liJ j .ri,{.. .,li '
jr4+3{.1,-i.l "t;l ir",t' :,,, i'i. ii.A'm CITY
f i-R NCI h'tE-f:60 "
ht cLE compueince rt (}. y{i{Jwt5 I dl u'"} I "30I'l
CERTIFICATION OF INDEPENDENT DIRECTOR
l, HONORIO O. REYES-IAO, Filipino, of legal age and with office address at the
3/F Dacon Bldg. 2281 Chino Roces Avenue, Makati City, after having been duly sworn to
in accordance with Iaw do hereby declare that:
occurrence.
},IAR 1 fi ?flln
Done this day of 20L8 at Makati City.
EYES.LAO
2018
tt[B 1q
SUBSCRIBED AND SWORN to before me this day of
at lft\tu{Tl clTI affiant personally appeared before me and exhibited to me
his/her Passport No. EC 0087958 issued at DFA MANILA on January 23,2OL4.
Doc.No.' W?/
PageNo.Z mrq" RAh{OS
Book No. ,v 7
Series of 20L8 iddr il'*"&ri ,+t-tffi[,K"l ffi]ft ]-,fA.h"i'r'il C[rY
lli.ffi] ",
g"\ftXl;r"",vtffinh;,i
. ii- i l: li
CERTIFICATION
1. I am the Executive Vice President, Chief Finance Officer and Chief Compliance
Officer of DMCI HOLDINGS, INC., a corporation organized and existing
under the laws of the Philippines (the "Corporationl');
a
HERBERT M ONSUNII
Chief Compliance Officer
fif*
Doc.No.
Page No. -{6
:3L; Inavffir;:tqnA.H"A.Mos
Book No. { f COI\fi\,{ISSX$i-i }i$ lv?-???
Series of 2018. NO i]ARY []LmLtrCl rt.}trR hfA I',fii cn Y
j
Tt []LChMI]rrIt. s ], r"; i
Ln.'il 11
Gentlemen:
I. RESULTS OF OPERATIONS
Below is a table on the net income contributions of the Company’s businesses for 2017 and 2016:
DMCI Holdings, Inc. (the “Company”) recorded a 16 percent increase in consolidated net income in 2017
due to higher profit contributions from its coal energy, real estate, construction and nickel mining
businesses.
Consolidated net income rose to P14.8 billion in 2017 from P12.7 billion last year, following the
restatement of prior year results of DMCI Homes. The restatement reflects the shift in accounting policy
from completed contract method to percentage of completion (POC) method, which was done to align
with current accounting practice in the real estate industry.
The Company likewise posted an 18 percent growth in consolidated revenues from P68.3 billion in 2016
to P80.7 billion in 2017 driven by the double-digit growth in sales in coal energy, real estate and off-grid
2
power businesses. Meanwhile, EBITDA rose to P32.7 billion, 24 percent up from P26.3 billion recorded
last year.
Net income contributions from Semirara Mining and Power Corporation jumped 15 percent from P6.9
billion to P8.0 billion due to the 20 percent increase in average coal prices and 21 percent increase in
gross electric output.
All-time high real estate sales led to a 47 percent surge in net income contribution of DMCI Homes, from
P2.4 billion restated income in 2016 to P3.6 billion in 2017.
Meanwhile, net earnings share from affiliate Maynilad contracted 12 percent from P1.9 billion to P1.6
billion because of the delayed implementation of its tariff adjustment, coupled with a one-time-gain last
year from the re-measurement of its deferred tax liability using Optional Standard Deduction in
computing income tax.
Net income contributions from D.M. Consunji, Inc. increased 11 percent from P938 million to slightly over
P1 billion due to lower operating costs and additional revenue from contract modification.
Off-grid energy business DMCI Power Corporation ended the year with a 15 percent decline in
profitability. From P424 million, its earnings slipped to P359 million due primarily to the expiration of its
income tax holiday for its Masbate operations.
DMCI Mining Corporation returned to profitability in 2017, after a significant drop in operating costs and
shipping 525 thousand wet metric tons of nickel ore from its old inventory. From a net loss of P65 million
in 2016, the nickel company recorded P113 million net income in 2017.
DMCI Holdings and other investments income slipped 4 percent from P82 million to P79 million due to
the full period effect of the partial sale of its stake in Subic Water and Sewerage Company (Subic Water).
The Company, through its subsidiary DMCI Project Developers, Inc., sold 10 percent and retained 30
percent of Subic Water’s outstanding capital stock.
Excluding a one-time gain of P111 million from the partial sale of its stake in Subic Water in 2016,
consolidated net income rose 17 percent year-on-year from P12.6 billion to P14.8 billion.
The coal and on-grid power businesses are reported under Semirara Mining and Power Corporation, a
56.54% owned subsidiary of DMCI Holdings, Inc.
COAL
Expanded mining capacity allowed Semirara to produce 13.2 million metric tons (MT) of coal in 2017, a
3% improvement from 12.8 million MT last year. Meanwhile, coal volume grew by 2% from 12.8 million
MT in 2016 to 13.1 million MT in 2017. Coal exports reached 6.4 million MT accounting for 49% of total
sales volume during the period. Meanwhile, domestic coal sales volume reached 6.7 million MT, 28% up
from 5.3 million MT last year as power and cement plant customers increased their off-take this year.
Average selling price of coal rose by 20% from P1,886 in 2016 to P2,268 in 2017 as global coal prices are
3
significantly higher this year than last year. On the other hand, strip ratio during the year increased to
9.51:1 from 5.27:1 last year resulting to higher coal cost of sales in 2017. The favorably low stripping ratio
in 2016 is due to the wrap-up activities in the Panian mine while strip ratio for 2017 pertains to the full
operations of the new mines, Molave and Narra.
POWER
Power generation from 2x300 MW Units 1 and 2 and 2x150MW Units 3 and 4 totaled 5,202 GWh in 2017
compared to 4,288 GWh last year. The 21% growth was mainly due to the increased capacity of Unit 1
after upgrading works made during the first quarter of the year. Unit 1 current capacity increased to 250-
270MW from 180-200MW last year. The full year operations of the 2x150 MW in 2017 also contributed
to higher power generation during the year. Consequently, total volume sold in 2017 stood at 5,159
GWh, 7% up from 4,801 GWh sold last year. Meanwhile, average price rose by 9% from P3.65/KWh in
2016 to P3.96/KWh in 2017. Higher global coal prices in 2017 pulled up fuel component of Bilateral
Contract Quantity (BCQ) pricing.
PROFITABILITY
Consolidated net income after tax surged 18% to P14.2 billion in 2017 from P12.0 billion in 2016. Net of
eliminations, the coal segment generated a net income of P6.1 billion up by 12% from last year, while
Sem-Calaca (Units 1 and 2) and Southwest Luzon Power and Generation (Units 3 and 4) generated P4.6
billion and P3.7 billion, respectively, or a 25% increase from last year for the power segment. As a result,
net income contribution to the Parent Company improved 15% from P6.9 billion in 2016 to P8.0 billion in
2017.
For detailed information – refer to SMPC Preliminary Information Statement filed with SEC and PSE.
DMCI HOMES
DMCI Project Developer’s Inc. (PDI) net income contribution amounted to P3.6 billion in 2017, a 47%
surge from P2.4 billion last year. The strong double-digit growth was mainly driven by the 45%
improvement in revenues from P13.8 billion in 2016 to P19.9 billion in 2017. On the other hand, total
costs (under cost of sales and operating expenses) grew at a slightly slower pace of 44% to P15.7 billion in
2017 from P10.9 billion in 2016.
On June 2017, DMCI PDI changed its accounting policy on recognition of real estate sales and cost of sales
from completed contract method to Percentage of Completion (POC) method as allowed under the
Philippine Financial Reporting Standards (PFRS). The shift in accounting policy is to align the company’s
revenue recognition with the current practice in the industry.
Sales and reservations jumped 22% from P31.2 billion in 2016 to P38.0 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 four new projects with a total estimated sales value of P32.8
billion, namely Prisma Residences in Pasig City, Mulberry Place in Taguig City, The Orabella in Quezon City
and Kai Garden Residences in Mandaluyong City.
4
Capex disbursements grew by 51% to P12.2 billion from P8.1 billion last year. Of the amount spent in
2017, 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 2.6%, from 498.60 million cubic meters (mcm) to 511.66 mcm.
Meanwhile, water supply increased by 6.2% which is faster than billed volume growth resulting to a
relatively higher average non-revenue water of 32.26% compared to 29.93% last year.
Continued expansion mostly into the southern areas of the concession, namely in Cavite, Muntinlupa, Las
Piñas and Paranaque, brought connections up to a total of 1,358,758 billed services, a 3.5% growth from
last year.
Maynilad’s water service revenue rose by 2.9% to P16.59 billion from P16.12 billion last year mainly due
to higher billed volume during the period coupled with the 1.9% inflation rate adjustment on Maynilad’s
basic charge implemented last April 2017. The new rebased rates won by Maynilad in arbitration remain
unimplemented.
Cash operating expenses grew by 14.5% due to higher personnel cost as a result of a redundancy and
right-sizing program to optimize headcount and higher light and power costs during the period. Excluding
these two items, all other expenses declined 4.5%.
As a result, EBITDA stood at P13.7 billion in 2017, a 3.9% decline from P14.3 billion last year due to the
delay in implementation of the rate rebasing tariff that is needed to cover the growth in cash operating
expenses.
Noncash operating expenses rose by 11.6% primarily driven by increases in amortization of intangible
assets which grew in line with Maynilad’s continuing capital expenditure program.
Meanwhile, reported net income grew 0.8% to P6.83 billion in 2017 compared to P6.78 billion in 2016
due to lower taxes as a result of deferred tax asset adjustment last year.
After adjustments at the consortium company level, the Company’s equity in net earnings reported a
12% drop to P1.6 billion from P1.9 billion last year due to the re-measurement of deferred tax liability
recorded in 2016 in the consortium level regarding the use of the optional standard deduction (OSD) in
computing its income tax.
The matter of Maynilad’s tariffs for the entire 2013-2017 five-year Business Plan period, together with
the two related arbitration awards in its favor, remain unresolved. In summary:
5
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.
MWSS did not act on this award and so Maynilad, in accordance with its concession agreement,
sought to be kept whole by the Republic of the Philippines (“RoP”). RoP refused to act on this so
Maynilad, with reluctance, launched an arbitration claim in Singapore seeking full recovery of
forgone revenues. On 24th July 2017, Maynilad was notified that all three members of the
arbitration panel voted unanimously to uphold its claim.
On 9th February 2018, the RoP unexpectedly applied to the High Court in Singapore seeking to
have the award in Maynilad’s favor vacated. Furthermore, the RoP is seeking to have the
hearings in secret rather than in open court.
Maynilad is in constructive and collaborative dialogue with a newly revitalized MWSS regarding the 2018-
2022 five-year Business Plan. However, it appears that the matter of the Corporate Income Tax
recoverability through the tariff and the now sizeable cash claim on the RoP will take further time to
resolve. While Maynilad strives to meet its service obligations, the ongoing refusal of MWSS and RoP to
address either the tariff matter or the revenue claim is hampering financing of the required capital
expenditures.
Earnings from construction business grew 11% from P938 million to slightly over P1.0 billion in 2017.
Construction revenues from external customers for the year stood at P13.1 billion, a 5% slip from P13.8
billion in 2016 as major infrastructure projects were substantially completed last year. On the other hand,
total costs (under cost of services and operating expenses) declined at a faster pace of 7% from P12.5
billion in 2016 to P11.7 billion in 2017. Consequently, total operating income grew by 7% due to lower
operating costs and favorable settlement of pending claims.
The Company reported a total order book (balance of work) of P24.8 billion at the end of December
2017, from P20.1 billion at the close of 2016. Awarded projects during the year totaled P15.5 billion
which includes Cavite- Laguna Expressway Project of MPCALA Holdings, Inc., a petrochemical plant of JG
Summit, Maven of Ortigas & Co., Anchor Grandsuites of Anchor Land Holdings, Bued Viaduct and
Roadway of Private Infra Development Corporation, 105MW conventional power plant of Sarangani
Energy Corporation.
Meanwhile, major ongoing projects in the orderbook include among others, Metro Manila Skyway Stage
3 of Citra Central Expressway Corp., Six Senses Resort (Phase 2) of Federal Land, LRT2 Masinag Stations of
the Department of Transportation, City Gate of Ayala Land, The Imperium and The Royalton of Ortigas &
Co. and Radiance Manila Bay (North and South) of Robinson Land Corporation.
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.
6
As of December 31, 2017, the total installed rated capacity is 99.54MW. Out of the total, 31.85MW
(12.40MW bunker-fired and 19.45MW diesel) is in Masbate, 48.44MW (9.90MW bunker-fired and
38.54MW diesel) is in Palawan, a 4x3.89 (15.56) MW bunker-fired plant in Oriental Mindoro and a 3x1.23
(3.69) MW diesel-fired in Sultan Kudarat.
Sales volume reported in Masbate (98.82 GWh), Palawan (97.77 GWh) and Mindoro (50.47 GWh) totaled
247.06 GWh, a 4% growth due to increase energy dispatch of the electric cooperatives to our plants.
Total off-grid revenue went up by 18% to P2.7 billion from P2.3 billion last year due to higher fuel prices
which pulled up the average selling price. Meanwhile, total cash expenses (under cost of sales and
operating expenses) grew at a faster pace at 20% to P2.1 billion this year also driven by higher fuel prices
for the year. As a result, EBITDA stood at P678 million in 2017, 7% up from P633 million in 2016.
Net income contribution of the off-grid power segment slipped by 15% from P424 million in 2016 to P359
million in 2017 despite the improvement in EBITDA. The decline is due mainly to the expiration of
income tax holiday of DMCI Masbate Power.
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 returned to profitability in 2017, after a significant drop in operating costs and
shipping from its old inventory. From a net loss of P65 million in 2016, the nickel company recorded P113
million net income in 2017.
Revenues amounted to P759 million in 2017 compared to P1.6 billion in 2016 driven by fewer nickel ore
shipments as there were no production due to the suspension and closure orders from the Department
of Environment and Natural Resources (DENR). Nickel ore shipments during the year came from the
existing stockpiles in response with the order to remove such from the DENR.
Composite average price declined by 1% from P1,456 per WMT to P1,446 per WMT in 2017 while average
ore grade is 1.59% in 2016 compared to 1.51% in 2017.
The segment’s total depletion, depreciation and amortization amounted to P110 million in 2017
compared to P307 million in 2016. Meanwhile, total company cash cost per WMT (under cost of sales
and operating expenses) amounted to P1,123 per WMT in 2017 compared to P1,085 per WMT in 2016.
DMCI Mining Corporation is currently dealing with the Order of Suspension issued against Berong Nickel
Corporation, and the Closure Order issued against Zambales Diversified Metals Corporation. Both have
pending appeals to reopen with the Office of the President to resume operations. DENR is also
conducting a review of the mining audits that have recommended the suspension or closure of several
mining companies.
7
Explanation of movement in consolidated income statement accounts:
Revenue
Consolidated revenue in 2017 amounted to P80.7 billion compared to P68.3 billion last year. The 18%
upsurge was mainly driven by higher percentage of completion revenues in the real estate business, the
increase in generation due to the improved capacity of the on-grid power business and higher average
prices in the coal business.
Gross Profit
Gross profit rose by 26% from P27.3 billion to P34.5 billion in 2017. On-grid power, coal, real estate and
construction businesses contributed to the increase in gross profit from last year.
The 21% improvement in power generation and 9% rise in average selling prices contributed to higher
gross profit from the on-grid power business. Meanwhile, gross profit from the coal business also
increase mainly due to higher average selling price during 2017. From P1,886 in 2016, average selling
price of coal rose by 20% to P2,268 in 2017. Higher percentage of completion revenues in the real estate
business and lower operating costs in the construction business also contributed to the growth in
consolidated gross profit in 2017.
Operating Expenses
Higher coal revenue generated during the period resulted to the increase in government royalties from
P2.6 billion to P4.3 billion in 2017. Excluding government royalties, operating expenses actually grew by
23% due mainly to the depreciation recorded by Sem-Calaca pertaining to the components of the power
plant for replacement. Full year commercial operations of the 2x150MW power plant (SLPGC) and higher
commission expense in the real estate business also contributed to the increase in operating expense for
2017.
Finance Costs
Consolidated finance costs slipped by 5% due to higher capitalized interest cost of ongoing projects in
real estate business.
Finance Income
Consolidated finance income slightly improved by 1% mainly due to higher average balance of cash and
cash equivalents in 2017.
Other Income-net
Other income grew by 5% to P1.4 billion in 2017 due mainly to higher income from cancellation and
other penalty charges in the real estate business.
8
Gain on Sale of Investment
This pertains to the partial sale of the 10% stake in Subic Water at the end of first quarter 2016. The
Group’s remaining interest in Subic Water is 30% following the sale.
Consolidated cash and cash equivalents stood at P25.3 billion as of December 31, 2017, a 35%
improvement from P18.7 billion last year due mainly to higher cash generated from operations during
the year (P25.9 billion) and additional loan availment (P2.6 billion net of payments). This is despite higher
dividends paid (P11 billion), capital expenditures for equipment in coal and power segments
(P8.2 billion) and higher income taxes paid (P3.1 billion).
Total receivables (current and non-current) increased by 35% from P21.1 billion to P28.4 billion mainly
attributed to higher recognized revenues from the real estate business.
Consolidated inventories grew by 4% from P33.4 billion to P34.7 billion coming mainly from continuing
work in progress in the real estate business and higher spare parts inventory for maintenance in the on-
grid power business.
Other current assets rose to P8.2 billion, a 32% increase due mainly to advances to suppliers for equipment
and spare parts of the coal business and input vat of SLPGC that were recoverable within 12 months from
the reporting period.
Investments in associates and joint ventures jumped by 5% to P13.5 billion mainly due to equity in net
earnings from Maynilad.
Property plant and equipment remained at P55.7 billion as of end of 2017 and 2016. Acquisitions for the
year were offset by higher depreciation mainly pertaining to the 2x300MW power plant components for
replacement.
Investment properties slipped by7% mainly due to amortization for the year.
Other noncurrent assets declined by 55% as deferred input vat of SLPGC were reclassified to other
current assets which is expected to be applied or realized within one year.
Accounts and other payables increased by 4% to P18.8 billion mainly attributed to normal trade
transactions with suppliers and subcontractor in the real estate and construction businesses.
9
Customers’ advances and deposits expanded to P7.9 billion in 2017, 45% up from P5.5 billion last year
due mainly to payments received from real estate customers, the corresponding revenue of which has
yet to be recognized due to revenue collection threshold.
Payment of creditable income taxes resulted to the drop in income tax payable by 57% from last year
balance.
Liabilities for purchased land rose by 45% to P2.2 billion in 2017 mainly due to the acquisition of land for
real estate development.
From P2.6 billion, short-term debt dropped by 59% to P1.1 billion in 2017 due to debt repayments by the
on-grid power business.
Long-term debt grew by 12% to P38.4 billion upon loan drawdown of the real estate, coal and power
businesses for capital expenditures.
Deferred tax liabilities slightly increased by 1% mainly due to the excess of accounting over taxable
income in real estate sales.
Other noncurrent liabilities fell by 17% to P2.3 billion in 2017 due to reclassification of noncurrent
payables of the construction business which will be due within 12 months.
After generating a net income of P14.8 billion and payment of cash dividends of P6.4 billion, consolidated
retained earnings stood at P58.3 billion, 17% up from P50 billion balance last year.
Non-controlling interest increased by 9% as a result of the non-controlling share in the consolidated net
income of Semirara.
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
10
SEGMENT REVENUES
For the Year Variance
2016
(in Php Millions) 2017 Restated1 Amount %
SEMIRARA MINING AND POWER CORPORATION P43,944 P36,584 P7,360 20%
DMCI HOMES1 19,904 13,759 6,145 45%
D.M. CONSUNJI, INC. 13,066 13,817 (751) -5%
DMCI POWER (SPUG) 2,713 2,302 411 18%
DMCI MINING 759 1,573 (814) -52%
PARENT & OTHERS 317 252 65 26%
TOTAL REVENUE P80,703 P68,287 P12,416 18%
1
Restated for comparative purposes using percentage of completion method for DMCI Homes
The initial indicator of the Company’s gross business results is seen in the movements of the different
business segment revenues. As indicated above, consolidated revenues grew by 18% mainly driven by
robust real estate sales and reservation, higher average coal prices and improved energy generation.
The net income (after non-controlling interest) of the Company have multiple drivers for growth from
different business segments. In 2017, the Company reported a 16% growth in consolidated net income
due to the strong performance of its real estate, coal, on-grid power, construction and nickel mining
businesses.
The Company’s consolidated basic and diluted EPS was P1.11/share, 16% improvement from P0.96/share
EPS last year reflecting the double-digit growth in consolidated net income for 2017.
11
RETURN ON COMMON EQUITY
Return on common equity is defined as the amount of net income a company earns per amount of
shareholders equity. 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 equity. The Company’s return on common equity rose by 1% point from 19.4% in
2016 to 20.5%.
Total borrowings stood at P39.5 billion from P36.9 billion last year, which resulted to a net debt to equity
ratio of 15% compared to 22% last year.
12
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 has declared cash dividends amounting P0.28
regular dividends and P0.20 special cash dividends in favor of the stockholders of record as of
March 23, 2018 and payable on April 6, 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.
13
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD DECEMBER 31, 2016
I. RESULTS OF OPERATIONS
Below is a table on the net income contributions of the Company’s businesses for 2016 and 2015:
DMCI Holdings, Inc. recorded a flat core net income growth in 2016 at P12.1 billion from P12.3
billion the previous year despite the challenges in its real estate, nickel and water businesses. The
sustained profitability is mainly driven by the record year performance of Semirara, the strong rebound
of its construction business and the steady growth in its off-grid power business.
The Company posted a 13% improvement in consolidated revenues from P57.2 billion in 2015 to
P64.9 billion in 2016 and an 8% growth in consolidated core EBITDA from P23.7 billion to P25.6 billion
driven by the strong performance of its coal, power and construction segments.
Semirara Mining and Power Corporation (SMPC) contributed a record high level of P6.9 billion to
DMCI Holdings’ bottom line, a 43% increase from the P4.8 billion reported last year due to higher coal
sales and the commercial operations of the 2x150MW power plant under Southwest Luzon Power and
Generation Corporation (SLPGC).
DMCI Homes recognized a 46% drop in net income to P1.9 billion due to the deferred recognition
of revenues from its completed high-rise projects, which normally take three to four years to complete.
Contrary to local industry practice, the mid-range property developer realizes sales earnings only
when the unit is fully completed and at least 15% of the contract price has been collected.
14
Construction-arm D.M. Consunji, Inc. made a strong comeback in 2016, earning P938 million or
49% more than P628 million the previous year. The combination of higher revenues and improved
margins accounted for the strong performance of the construction segment.
Off-grid supplier DMCI Power Corporation continued to churn steady growth, posting an
11% increase from P382 million to P424 million. Higher electricity sales in Masbate and Palawan, coupled
with the full-year operations of its Oriental Mindoro power plant accounted for the growth.
The suspensions of DMCI Mining’s nickel assets combined with receding nickel prices led to the
decline in its profitability. From a full year net income of P501 million in 2015, it posted a full year net loss
of P65 million in 2016.
Meanwhile, DMCI Holdings and other investments contributed P83 million in 2016, 1% increase
from previous year contribution.
Including the one-time investment gains, the consolidated net income of DMCI Holdings slipped
5% from P12.8 billion in 2015 to P12.2 billion in 2016. Subsidiary DMCI Project Developers Inc. (DMCI
Homes) was left with a 30% interest after divesting its 10% stake in Subic Water and Sewerage Company
(Subic Water) in March this year which resulted to a one-time investment gain of P111 million.
Meanwhile, the one-time investment gain of P530 million in 2015 pertains to the sale of the 25% share in
Private Infra Dev Corporation (PIDC), the project proponent and operator of the Tarlac-Pangasinan-La
Union Toll Expressway (TPLEX).
Below is SMPC’s management discussion and analysis of results of operations and financial condition for
the period ending and as of December 31, 2016 as lifted from its Definitive Information Statement
submitted to SEC and PSE.
Coal
On 12 February 2016, the Department of Environment and Natural Resource (DENR) approved the
Company's request to amend our Environmental Clearance Certificate (ECC) allowing us to increase our
mining capacity from 8 million tons to 12 million tons. Two months after, on 29 April 2016, DENR issued
another amendment further increasing maximum capacity to 16 million tons per annum.
With the amendment of the ECC, the Company embarked on a capacity expansion program by investment
in additional CAPEX. Weather conditions were also favorable throughout the year. As a result, total
materials moved increased by 42% YoY to 125.43 million bank cubic meters (bcm), inclusive of the 46.97
million bcm pre-stripping at Molave mine from 22 million last year.
Clean coal production consequently increased by 33% YoY to 11.91 million metric tons (tons) from 7.98
million tons in 2015. In addition, 1.15 million tons of low-grade coal were produced in 2015 and 900
thousand tons in 2016.
15
The aggregate strip ratio slightly increased to 9.08 compared to 9.02:1 last year. However, the strip ratio
in Panian significantly dropped to 3.94:1 as it was already closed in September.
To prepare for anticipated increase in coal production, the Company is constructing an additional transfer
line and shiploading system.
Meanwhile, the Board of Investments (BOI) approved the registration of a new mine, Molave mine on 24
February 2016. Like the Narra Mine, as a BOI-registered project, revenues from Molave mine production
will be entitled to full or 100% income tax holiday (ITH). Molave contains higher quality coal which can be
sold to local plants that are designed to use coal fuel higher than our average 5,300 kcal coal.
In 2016, improvement of shipyard facilities was completed, such that there are already three shiploaders
that can simultaneously operate. One of these shiploaders can accommodate 70,000 ton Panamax vessels
used in our export sales. Apart from improving loading efficiency, we are able to save around $2 barging
cost of mid-stream loading in order to load up a Panamax vessel.
Coal sales volume registered a new record high this year, increasing by 52% YoY to 12.8 million tons from
8.4 million tons last year. Clean coal ending inventory closed at 893 thousand tons, 7% higher than same
period last year's ending inventory of 829 thousand tons.
The table below shows the comparative production data for 2015 and 2016.
PRODUCTION
Total Materials (BCM) 30.8 36.5 23.8 34.3 125.4 26.3 27.8 9.5 25.0 88.6 36.8 42%
Pre-Stripping (BCM) - 28.1 18.9 47.0 22.0 22.0 25.0 0%
Prod'n Stripping (BCM) 30.8 8.5 4.9 34.3 78.5 26.3 27.8 9.5 3.0 66.6 11.8 18%
Clean Coal (MT) 3.4 2.0 2.8 3.6 11.9 2.3 2.2 1.1 2.4 8.0 3.9 49%
Strip Ratio (W:C) 8.3 3.5 1.0 8.7 5.9 10.6 12.0 8.3 0.5 7.6 (1.8) -23%
Saleable Coal (MT) 3.4 2.0 2.8 3.6 11.9 2.3 2.1 1.0 2.6 8.0 3.9 49%
Unwashed Coal (MT) 0.3 0.2 0.1 0.3 0.9 0.4 0.3 0.2 0.3 1.1 (0.2) -22%
Beg. Inventory (MT) 0.8 1.8 0.4 0.8 0.8 0.4 0.3 0.6 0.3 0.4 0.4 115%
End Inventory (MT) 1.8 0.4 0.4 0.9 0.9 0.3 0.6 0.3 0.8 0.8 0.1 8%
SCPC
The originally scheduled 31-day maintenance shutdown for Unit 2 from November 20, 2015 to Dec 20,
2016 has extended until mid April 2016. As a result, total gross generation is down by 27% YoY to 2,909
GWhr from 3,959 GWhr last year. Consequently, capacity factor also dropped by 27%.
Total plants' availability fell by 15% YoY to 13,047 hours from 15,314 hours.
16
Unit One
Unit 1 generated 1,339 GWh as of Q4 this year, 26% lower than last year's generation of 1,819 GWh.
Average capacity dropped by 23% to 176 MW from 228 MW last year. Last year's capacity was higher due
to the high grade coal production in Panian last year. Capacity factor dropped YoY to 51% from Q4 2015's
69%.
The Unit's operating hours decreased insignificantly this year to 7,616 hours compared to last year’s 7,971
hours.
Unit Two
Gross generation of Unit 2 dropped by 27% YoY to 1,570 GWh from 2,140 GWh last year.
The unit did not generate any power in Q1 2016 while on maintenance shutdown. The maintenance
shutdown which started on 20 November 2015 was originally scheduled for one month. However, it lasted
until 13 April 2016.
Average Capacity dropped by 1% YoY to 289MW from 291 MW last year. Notably however, capacity
stabilized to 300MW after the shutdown. Capacity factor also dropped to 60% from 81% last year.
Unit 2's availability likewise dropped to 62% YoY in the current period from 84% last year. Unplanned
outages this year registered at 3,353 hours, 398% more than last year's 673 hours.
The table below shows the comparative production data for 2015 and 2016.
Q1 '15 Q2 '15 Q3 '15 Q4 '15 AO Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16 AO Q4 '16 Q1 '15
% Availability
Unit 1 77% 91% 96% 100% 91% 84% 92% 84% 87% 87% -5%
Unit 2 91% 100% 85% 60% 84% 0% 82% 76% 89% 62% -26%
Total Plant 84% 96% 90% 80% 87% 42% 87% 80% 88% 74% -15%
Capacity Factor
Unit 1 70% 75% 68% 64% 69% 53% 54% 46% 51% 51% -27%
Unit 2 86% 99% 83% 57% 81% 0% 81% 71% 86% 60% -27%
Total Plant 78% 87% 75% 61% 75% 26% 67% 58% 69% 55% -27%
17
SOUTHWEST LUZON POWER GENERATION CORPORATION (SLPGC)
Unlike last year when the 2 x 150 MW plants only started generating in Q3, both power units were
generating energy more reliably starting February 2016. Official declaration of commercial operations was
on 26 August 2016 for both units, with a Provisional Authority to operate at 140 MW per plant.
Unit Three
Unit 3 generated 711 GWh as of Q4 this year. Average capacity is 119 MW, with a capacity factor of 54%.
The unit operated for 5,974 hours this year.
Unit Four
Gross generation of Unit 4 is 672 GWh. Average Capacity is 117 MW, while capacity factor is at 51%
The table below shows the comparative production data for 2015 and 2016.
Q1 '15 Q2 '15 Q3 '15 Q4 '15 Tot Yr '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16 Tot Yr '16 % Inc (Dec)
% Availability
Unit 3 0% 0% 46% 21% 15% 34% 88% 90% 61% 70% 360%
Unit 4 0% 0% 7% 19% 2% 55% 97% 49% 59% 67% 2903%
Total Plant 0% 0% 26% 20% 9% 45% 93% 69% 60% 69% 686%
Capacity Factor
Unit 3 0% 0% 32% 16% 11% 20% 76% 77% 43% 58% 429%
Unit 4 0% 0% 2% 13% 1% 46% 87% 34% 37% 56% 6641%
Total Plant 0% 0% 17% 15% 6% 33% 81% 55% 40% 57% 870%
MARKETING – COMPARATIVE REPORT 2015 vs. 2016
Coal
Coal sales volume breached the record this year, increasing by 52% YoY at 12.82 million tons from
8.43 million tons last year.
Export sales accounted for 59% of total coal sales volume this year at 7.55 million tons, increasing by 143%
from last year’s 3.11 million tons. Increase in coal production allowed the Company to service more
demand from export markets.
Meanwhile, local sales slightly dropped by 1% YoY to 5.27 million tons from 5.32 million tons last year. This
figure is inclusive of low-grade coal of 955 thousand tons and 1.95 million tons in 2015 and 2016,
18
respectively. Deliveries to power customers increased by 8% with increased orders from other plants not
owned by the Company.
On the other hand, sales to cement plants dropped by 31% YoY to 710 thousand tons from 1.03 million
tons last year because some plants opted to buy lower-priced imported coal, especially in the first three
quarters of the current year.
Sales to other industrial plants also decreased by 18% YoY to 298 thousand tons from 362 thousand tons
last year.
Some cement plants and customers with small boilers are now using alternative fuel, thus explaining the
drop in off-take of cement and other industrial plants.
Composite average FOB price per ton dropped by 3% YoY to PHP1,885 from PHP1,943 in 2015. Although
global coal prices moved up starting September, prior to that, prices were depressed. In addition, deliveries
of lower price low-grade coal to own power units this year, more than doubled. Average price of low-grade
coal is PHP867/ton vs regular coal’s average price of PHP1,974/ton.
The table below shows the comparative sales volume data for 2015 and 2016.
POWER
SCPC
SCPC's Energy sales dropped by 12% YoY to 3,322 GWh from 3,754 GWh last year. Composite average price
per Kwh also decreased by 3% YoY at PHP3.31 from PHP3.41 last year due to lower spot sales during the
year. Moreover, Newcastle index, which is the benchmark for fuel pass-though, was down in the first half
of the year. Last year, higher composite average price was driven by high volume of spot sales with higher
price than bilateral contracts.
Average price for bilateral contracts dropped by 1% YoY to PHP3.29/KWh from PHP3.33/KWh last year due
to lower Newcastle prices which are the contracts' index.
19
On the other hand, spot sales' average price is 11% lower YoY at PHP4.48/KWh from PHP5.05/KWh.
Of the total energy sold, 99% or 3,276 GWh were sold to bilateral contracts, while the remaining 1% were
sold to the spot market.
MERALCO remained to be the single biggest customer, accounting for 92% of the total energy sales of the
bilateral contracts; BATELEC I and Trans-Asia comprised 5% and 1% of total sales, respectively. Trans-Asia
bilateral contracting 45MW has ended March 25, 2016
Spot Market Sales dropped by 73% YoY to 46 GWh, as against 173 GWh last year.
Of the total energy sold, 82% was sourced from own generation, while 18% was purchased from the spot
market. SCPC procured power from the spot market during hour intervals where power units were down,
or when the plants were running at a de-rated capacity, in order to be able to supply committed capacity
to some of its customers.
The table below shows the comparative marketing data for 2016 and 2015.
Bilateral Contracts 902 1,031 937 710 3,581 422 954 978 922 3,276 -9%
Spot Sales 80 65 20 8 173 2 12 4 29 46 -73%
GRAND TOTAL 982 1,096 957 719 3,754 424 966 982 950 3,322 -12%
Composite Ave Price 3.56 3.37 3.30 3.40 3.41 3.90 2.97 3.16 3.53 3.31 -3%
SLPGC
SLPGC has a total contracted capacity of 202 MW. In Q1, two contracts totaling to 102 MW are already
effective, while the remaining 100MW became effective in Q2. Most of the plants' generated energy or
1,281 GWh served SLPGC's contracts, while 197 GWh were sold to spot. Composite average price for the
period is PHP4.42/KWh.
Bilateral contracts account for 81% or 1,186GWHr of energy sold, while 6% or 95GWHr is sold to SCPC as
replacement power, while spot market took up 13% or 197GWHr.
MPower accounts for 34% of the total energy sales of the bilateral contracts; VECO and GN Power
comprised 24% and 23% of total sales, respectively.
Of the total energy sold, 79% was sourced from own generation, while 21% was purchased from the spot
market. SLPGC procured power from the spot market during hour intervals where power units were down,
or when the plants were running at a de-rated capacity, in order to be able to supply committed capacity
to some of its customers.
20
The table below shows the comparative marketing data for 2015 and 2016.
CUSTOMER Q1 '15 Q2 '15 Q3 '15 Q4 '15 Tot Yr '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16 Tot Yr '16 % Inc (Dec)
FINANCE
Revenues
Before Eliminations
2015 2016 Variance Remarks
Coal 16,373 24,157 48% Increased sales volume by 52%
14% decrease in energy sales; 3% decrease in
SCPC 12,797 10,984 -14% price/KWh
510% increase in energy sales; 46% increase in
SLPGC 101 5,747 5564% price/KWh
21
Before Eliminations
2015 2016 Variance Remarks
Higher volume sold; Despite the recognition of
one time provision for Panian mine
rehabilitation; higher strip ratio of the new mines
in Q4; mine development costs and slope stability
costs are no longer capitalized after commercial
operations of Narra and Molave the cost per MT
Coal 8,633 13,018 51% still improve by 4%
Inclusive of replacement power of PHP3.38/kwh
SCPC 6,347 7,437 17% after the plants consumed allowable downtime.
Already in commercial operations, hence cost is
SLPGC 67 2,462 3568% already under cost of sales
22
Consolidated OPEX
2015 2016 Variance Remarks
Higher revenue generation translated to higher
government royalties from Php1.8 B in 2015 to
Coal 2,336 3,225 38% Php2.7 B in 2016
23
Consolidated FOREX Gains / (Losses)
2015 2016 Variance Remarks
Result of the valuation of USD denominated
loans and foreign currency denominated
Coal (328) (347) 6% transactions.
Loss on foreign currency denominated
SCPC 30 (52) -272% transactions.
Loss on foreign currency denominated
SLPGC (3) (4) 48% transactions.
Total (300) (403) 34% Weaker PHP vs USD in 2016
Consolidated NIBT
2015 2016 Variance Remarks
Coal 2,871 5,476 91% Higher coal sales pushed profitability up in 2016
More downtimes resulted to less energy
SCPC 6,713 3,537 -47% generation, thus decreased profitability in 2016
Better plant performance in 2016 translated to
SLPGC 90 3,890 4245% improved profits during the year.
Others (5) 2 -135% Net expenses of pre-operating subsidiaries
Higher coal and SLPGS profitability offset drop in
Total 9,669 12,904 33% SCPC earnings
24
Coal and SLPGC still has ITH, while only SCPC is in
tax position. The decline is due to SCPC's lower
Total 1,182 863 -27% provisioning in 2016.
NIAT
DMCI HOMES
DMCI Project Developer’s Inc. (PDI) reported P2 billion in net income during the year. Excluding a
one-time investment gain of P111 million from the sale of its 10% stake in Subic Water, the company
contributed P1.9 billion in net earnings, a 46% drop from the previous year. Although it registered record-
high sales and reservations during the year, its deferred recording of accounting revenues pulled down its
overall profitability. Recognized accounting revenues fell from P13.7 billion to P10.4 billion in 2016, a 24%
drop due to fewer completed units this year.
Unlike local industry practice of using percentage-of-completion accounting, the company adopts
a more conservative approach of recognizing real estate revenues by realizing sales only when the unit is
25
fully completed and at least 15% of contract price has been collected. Major revenue source includes
Zinnia Towers, The Birchwood and One Castilla Place which accounts for 46% of recognized revenues.
Sales and reservations increased by 65% from P18.8 billion in 2015 to P31.2 billion this year
buoyed by strong demand for residential condominium coming from new launches as well as existing
projects. Top selling projects during the year include Brixton Place, Lumiere Residences and Oak Harbor
Residences, a luxury waterfront property in Bay City Paranaque.
In 2016, the company has launched seven projects with a total estimated sales value of P38.1
billion more than 200% increase compared to only five projects in 2015 with a sales value of P11.4 billion.
These projects include Alea Residences in Bacoor City; Brixton Place in Pasig City; Verdon Parc in Davao
City; Calathea Place in Paranaque City; and The Celandine, Infina Towers in Quezon City and Oak Harbor
Residences in Bay City Paranaque.
Cost of real estate sales declined nearly 20 percent from P6.8 billion to P5.5 billion due to the
decrease in revenue. Meanwhile, operating expenses grew 14 percent from P2.4 billion to P2.8 billion as a
result of increase in taxes and licenses, marketing and selling and salaries and wages.
Capex disbursements dropped by 21% to P7.8 billion from P9.9 billion in 2015. Of the amount
spent in 2016, 92% went to development cost and the rest to land 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 3.5%, from 481.53 million cubic meters (mcm) to 498.60
mcm which is faster than the 1.9% increase in water supply. Average non-revenue water for the year
improved to 29.93% compared to 31.01% last year.
Continued expansion into the southern areas of the concession, namely in Muntinlupa, Las Piñas
and Cavite, brought connections up to a total of 1,312,223 billed services, a 3.7% growth from last year.
As a result, Maynilad’s water service revenue for the year rose by 6.3% from P15.16 billion in
2015 to P16.12 billion in 2016. The increase in revenues was primarily driven by the 3.5% increase in
billed volume, coupled with 2.3% increase in average effective tariff. Total revenues from operations,
including other fees and services such as sewer services, amounted to P20.03 billion, a 5.8% increase
from P18.92 billion last year.
26
With total operating expenses increasing faster than revenues, income from operations grew at a
marginal rate of 0.3% to P11.82 billion from P11.79 billion last year. Higher personnel cost, water
treatment chemicals, outside services, and repairs and maintenance costs mainly contributed to the
increase in operating expenses during the current year. Reported net income, on the other hand,
declined by 28.8% to P6.78 billion due to the expiry of the company’s income tax holiday (ITH) in
December 2015 which resulted to an income tax expense of P3.23 billion during the year.
After adjustments at the consortium company level, the Company’s equity in net earnings
reported a 19% decrease from P2.31 billion last year to P1.87 billion this year due to expiry of income tax
holiday. The decline was moderated by the re-measurement of the deferred tax liability recorded in the
consortium level as a result of Maynilad selecting the more beneficial optional standard deduction (OSD)
in computing its income taxes as opposed to the more traditional itemized deduction. As a result of this
deferred tax adjustment, the positive impact on DMCI’s equity in net earnings amounted to
P174.0 million.
Under Maynilad’s concession agreement with the Philippine Government, Maynilad may request
tariff rate adjustments based on movements in the Philippine consumer price index, foreign exchange
currency differentials, a rate rebasing process scheduled to be conducted every five years (Rate Rebasing)
and certain extraordinary events. Any rate adjustment requires approval by Metropolitan Water
Sewerage System (MWSS) and the Regulatory Office (RO). Any tariff adjustments that are not granted, in
a timely manner, in full or at all, could have a material adverse effect on Maynilad’s results of operations
and financial condition.
For the Fourth Rate Rebasing Period, after a two-year delay in Maynilad’s water tariff for the rate
rebasing for the period from 2013 to 2017, Maynilad received a favorable award in its arbitration
proceedings on December 29, 2014 (Final Award). The new rate should result in a 9.8% increase in the
2013 average basic water charge of P31.28 per cubic meter, inclusive of the P1.00 Currency Exchange
Rate Adjustment (CERA) which the MWSS has incorporated into the basic charge. However, the MWSS
refused to implement the Final Award notwithstanding Maynilad’s repeated written demands for
implementation.
On February 20, 2015, Maynilad wrote a letter to the Philippine Government, through the
Department of Finance (DOF), to call on the undertaking which the Republic of the Philippines (Republic)
issued in favor of Maynilad on July 31, 1997 and March 17, 2010. The undertaking provides, among other
things, that the Republic shall indemnify Maynilad in respect of any loss that is occasioned by a delay
caused by the Republic or any government-owned agency in implementing any increase in the Standard
Rates beyond the date for its implementation in accordance with the Concession Agreement.
Following the inaction of the Philippine Government represented by the DOF in response to
Maynilad’s request to compel MWSS to implement the Final Award, Maynilad wrote again a letter to the
Republic on March 9, 2015, through the DOF, to reiterate its demand against the undertaking. The letters
dated February 20 and March 9, 2015 are collectively referred to as the “Demand Letters.” Maynilad
demanded that it be paid, immediately and without further delay, the P3.4 billion in revenue losses that
it had sustained as a direct result of the MWSS’ and the RO’s refusal to implement its correct Rebasing
Adjustment from January 1, 2013 (the commencement of the 4th Rate Rebasing Period) to February 28,
2015.
27
On March 27, 2015, Maynilad served a Notice of Arbitration and Statement of Claim upon the
Republic, through the DOF. Maynilad gave notice and demanded that the Republic’s failure or refusal to
pay the amounts required under the Demand Letters be, pursuant to the terms of the undertaking,
referred to arbitration before a three-member panel appointed and conducting proceedings in Singapore
in accordance with the 1976 United Nations Commission on International Trade Law (UNCITRAL)
Arbitration Rules. The arbitration panel was constituted in 2015.
On February 17, 2016, Maynilad wrote again a letter to the Republic, through the DOF, to
reiterate its demand against the Undertaking and to update its claim in the amount of P5.6 billion. On
March 31, 2016, Maynilad filed its Amended Statement of Claim. On April 28, 2016, the Republic, through
the DOF, filed its Statement of Defense. Hearings on the arbitration will begin in December 2016 with
expected resolution by second quarter of 2017.
On 25 July 2015, Maynilad filed a Petition for Confirmation and Execution of the Final Award with
the Regional Trial Court of Quezon City. As of 25 July 2016, the parties have completed the presentation
of their respective evidence. Hearings on the arbitration completed in December 2016 and Maynilad
imminently expect resolution in their favor.
DMCI’s earnings for full year 2016 amounted to P938 million, 49% up from P628 million due to
higher revenues and improved margins. Despite the challenges of right-of-way and utility relocation
issues, construction revenues from external customers improved by 4% to P13.8 billion while EBITDA rose
by 17% mainly coming from its infrastructure and building projects. Meanwhile, total construction costs
(under cost of services and operating expenses) grew at a slower pace of 2% reaching P12.5 billion in
2016 from P12.3 billion in 2015 due to better cost control on its construction projects.
The Company reported a total order book (balance of work) of P20.1 billion at the end of
December 2016, from P29.2 billion at the close of 2015. This balance of work excludes a portion of the
Skyway Stage 3 Section 2, which is undergoing revision in design due to right of way acquisition issues.
Major infrastructure projects (47%) coupled with a considerable volume of building projects (42%)
dominated the orderbook as of end of year.
In 2016, the Company completed the following major construction projects among others; the
Advance Works of the Metro Manila Skyway Stage 3 Project, NAIA Expressway - At Grade Works, NAIA
IPT3 Apron Rehabilitation, 1x135MW (Unit 2) South Luzon Thermal Energy Corporation Power Plant,
2x150MW Southwest Luzon Power Generation Corporation Power Plant, TV5 Sheridan Phase 2 Project
and La Farge Norzagaray Cement Grinding Plant.
Awarded projects in 2016 totaled P8.2 billion which includes City Gate, a mixed-use development
of Ayala Land in the Makati Central Business District, a 50ML water reservoir with Maynilad in Quezon
City, a 2X23MW gas turbine plant of Southwest Luzon Power Generation Corp. in Batangas, One
Griffinstone Building in Ayala Alabang, NCCC Mall of NCCC Group of Companies in Buhangin, Davao City,
Six Senses Resort Phase 2, a high-end residential condominium of Federal Land, Inc. in Pasay City, and the
design and construction of stations of LRT Line 2 East (Masinag) Extension.
28
Meanwhile, major ongoing projects in the orderbook include among others, the NAIA Expressway
of Vertex Tollways Dev. Inc. (a unit of San Miguel Holdings Corporation), The Skyway Stage 3 (S1 and S2)
of Citra Central Expressway Corp. (a unit of San Miguel Corporation), civil works on LRT Line 2 East
Masinag Viaduct, The Runway of Travellers International Hotel Group, The Viridian, The Royalton and The
Imperium of Ortigas & Company, The Areté of the Ateneo de Manila University, and the Paranaque
Sewer Network of Maynilad. In 2016, major sections of the NAIA Expressway were opened for public use
which improved the traffic flow in the congested areas going to the airport terminals.
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, 2016, the total installed rated capacity is 96.84MW. Out of the total,
29.61MW (12.40MW bunker-fired and 17.21MW diesel) is in Masbate, 47.98MW (diesel) in Palawan, a
4x3.89 (15.56) MW bunker-fired plant in Oriental Mindoro and a 3x1.23 (3.69) MW diesel-fired in Sultan
Kudarat. On June 2015, Sultan Kudarat Electric Cooperative (SUKELCO) and DPC entered into an Electric
Supply Agreement (ESA) covering a three-year period starting on the commercial operation date of
January 2016. Meanwhile, a 2x4.95MW bunker-fired plant in Aborlan, Palawan has started commercial
operations last December 2016.
Due to increase in energy dispatch of the electric cooperatives to our plants and full year
operation in Oriental Mindoro, sales volume reported in Masbate (94.91 GWh), Palawan (91.27 GWh),
Mindoro (51.76 GWh) and Sultan Kudarat (1.67 GWh) totaled 239.61 GWh, an increase of 14% from a
total of 210.05 GWh last year.
Consequently, the total off-grid generation revenue and net income went up by 6% and 11%,
respectively. Revenue increased to P2.30 billion in 2016 compared to P2.17 billion in 2015. Meanwhile,
net income went up to P424 million compared to last year’s P382 million.
DMCI MINING
The nickel and metals (non-coal) mining business is reported under DMCI Mining Corporation, a
wholly-owned subsidiary of DMCI Holdings, Inc.
The suspensions, coupled with receding nickel prices and sluggish demand for lower-grade nickel
led to the decline in net income contributions of DMCI Mining Corporation. From a net income of P501
million in 2015, the company reported a net loss of P65 million in 2016.
Revenues amounted to P1.57 billion during the year compared to P3.14 billion last year as a
result of fewer nickel ore shipments and depressed nickel ore prices. Total ore shipments dropped by
35% year-on-year from 1.65 million wet metric tons (WMT) last year to 1.08 million WMT this year. The
ore shipments mostly came from Berong (1.03 million WMT) at a composite average price of P1,489 per
WMT versus P1,910 in 2015, a 22% decline in average price. Average ore grade is 1.63% in 2016
compared to 1.61% in 2015. The segment’s total depletion, depreciation and amortization amounted to
29
P307 million in 2016 compared to P437 million in 2015 as a result of lower production using output
method depletion. Total company cash cost per WMT (under cost of sales and operating expenses)
amounted to P1,085 per WMT in 2016 compared to P961 per WMT in 2015.
DMCI Mining Corporation is currently dealing with the Order of Suspension issued against its
operating company in Palawan, Berong Nickel Corporation (BNC), and the Closure Order issued against
Zambales Diversified Metals Corporation (ZDMC), its operating company in Zambales. DMCI Mining has
already filed for a motion for reconsideration with the DENR for Suspension Order and Closure Order
against BNC and ZDMC
Revenues
Consolidated revenues increased by 13% to P64.9 billion during the year compared to P57.2 billion last
year due to the strong performance from coal, power and construction businesses.
Favorable weather conditions and expanded mining capacity allowed Semirara to produce 11.9 million
metric tons (MMT) of clean coal in 2016, a 33 percent jump from the nearly 8 MMT the previous year.
Likewise, its coal sales increased by 52% from 8.4 MMT to 12.8MMT in 2016. Coupled with the
commercial operations of its 2x150MW power plant (SLPGC), Semirara recorded a 48% growth in
revenue from P24.7 billion to P36.6 billion in 2016. Construction revenues posted a 4% improvement in
revenue from P13.2 billion to P13.8 billion in 2016 primarily coming from its infrastructure and building
projects. Meanwhile, revenue from off-grid power business, DMCI Power, has increased by 6% to P2.3
billion in 2016 due to higher energy sales during the year.
Gross Profit
Gross profit grew by 4% to P26.5 billion from P25.4 billion last year. During the year, the Company’s coal,
power and construction businesses posted higher gross profit that were offset by lower contribution
from the real estate and nickel mining businesses.
Higher coal production and sales pushed Semirara’s gross profit up despite lower average selling price
due to softer coal prices during the first half of the year and delivery of more lower-priced low-grade
coal. SLPGC (2x150MW) contributed to Semirara’s profitability upon the start of its commercial
operations during the year, offsetting the drop in SCPC (2x300MW) due to Unit 2 shutdown in the first
quarter of 2016. Meanwhile, gross profit from the construction segment has increased by 36% driven by
higher revenue contribution from its infrastructure and building projects and better cost control across
its projects. The gross profit of the off-grid power business has also increased by 21% due mainly to
higher electricity sales in Masbate and Palawan coupled with the full year operation of its 15.6MW
bunker-fired plant in Oriental Mindoro. On the other hand, the real estate segment recognized a 29%
drop in its gross profit during the year due mainly to the deferred recognition of revenues from high rise
projects. Meanwhile, gross profit from DMCI Mining has decreased by 53% from last year due to lower
30
nickel sales volume brought by the suspension of its Zambales and Palawan mines coupled with receding
nickel prices in 2016.
Operating Expenses
Higher coal revenue generated during the year resulted to the 48% increase in government royalties from
P1.8 billion to P2.6 billion in 2016.
Excluding government share, operating expenses slightly grew by 3% to P7 billion in 2016 due mainly to
the increase in taxes and licenses paid by the real estate, coal and on-grid power businesses.
Finance Income
Consolidated finance income decreased by 5% mainly due to lesser in-house financing in real estate
business as buyers have shifted more to bank financing.
Finance Costs
Consolidated finance cost grew by 75% during the year due mainly to the cessation of borrowing cost
capitalization upon the commercial operations of SLPGC (2x150 MW) and lesser capital expenditures in
the real estate business which resulted to lower capitalization and more expense recognition.
Other Income-net
Other income grew 75% to P1.8 billion in 2016 due mainly to commission income of SLPGC recognized
during the first half of the year and higher income from cancellation of real estate sales.
Consolidated cash and cash equivalents slightly dropped by 2% from P19.2 billion in December 31, 2015
to P18.7 billion in December 31, 2016. Cash generated from operations (P20.1 billion) improved by 42%
year on year. However, cash investments for capital expenditures mainly for coal and power segments
31
(P8.7 billion), loan repayments (P3.7 billion net of availments) and dividend payments (P8.2 billion)
causes the slight decrease in the consolidated cash balance of the Group.
Total receivables (current and non-current) increased by 11% from P16 billion to P17.7 billion mainly
attributed to higher coal and power sales during December 2016.
Consolidated inventories grew by 11% from P34.4 billion to P38.2 billion coming mainly from continuing
work in progress in the real estate segment.
Other current assets slightly decreased by 2% to P6.9 billion mainly due to input VAT claims during the
year of the on-grid power segment.
Investments in associates and joint ventures increased by 11% to P12.8 billion mainly due to equity in net
earnings from Maynilad.
Property plant and equipment amounted to P55.8 billion as of end of 2016, 13% up from last year ending
balance attributed to additional capital expenditures for power plant expansion and acquisition of
equipment of the coal and power segments. This also includes P5 billion capitalized development costs
that were previously recorded as exploration and evaluation asset and were transferred to PPE in 2016
upon its commercial operations.
Investment properties decreased by 28% mainly due to reclassification to real estate inventories upon
change in use of the property.
Exploration and evaluation asset dropped by 93% to P0.2 billion from P3.2 billion last year due to
reclassification of capitalized development costs.
Deferred tax assets decreased by 24% mainly due to the realization of previous year tax benefit of the
construction segment.
Other noncurrent assets grew by 18% mainly due to additional deferred input VAT from the on-grid
power segment.
Accounts and other payables increased by 17% to P18.1 billion mainly attributed to normal trade
transactions with suppliers and subcontractor and higher government share in the coal segment.
Customers’ advances and deposits rose by 45% due to payments received from real estate customers,
the corresponding revenue of which has yet to be recognized under full completion method of
accounting.
Payments of income taxes due coupled with lower taxable profits from real estate, on-grid power (Units 1
and 2) and nickel mining segments resulted to the drop in income tax payable by 20% from last year’s
balance.
Liabilities for purchased land shrank by 49% to P1.5 billion in 2016 mainly due to payments made by the
real estate segment to sellers of land.
32
From P3.7 billion, short-term debt dropped by 29% to P2.6 billion in 2016 due to debt repayments by the
coal segment.
Long-term debt fell by 8% to P34.3 billion attributed to repayments made by the on-grid power, real estate
and construction segments during the year.
Deferred tax liabilities increased by 18% mainly due to the excess of accounting over taxable income in
real estate sales.
Other noncurrent liabilities grew 6% to P2.8 billion in 2016 attributed mainly to additional provision for
mine rehabilitation of the coal segment.
After generating a net income of P12.2 billion and payment of cash dividends of P6.4 billion, consolidated
retained earnings stood at P49.5 billion, 13% up from P43.7 billion balance last year.
Non-controlling interest increased by 28% as a result of the non-controlling interest share in the
consolidated net income of the listed subsidiary SMPC.
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) Current Ratio
(j) Net Debt to Equity Ratio
SEGMENT REVENUES
For the Period Variance
(in Php Millions) 2016 2015 Amount %
SEMIRARA MINING AND POWER CORPORATION P36,585 P24,680 P11,905 48%
D.M. CONSUNJI, INC. 13,817 13,249 568 4%
DMCI HOMES 10,370 13,677 (3,307) -24%
DMCI POWER (SPUG) 2,302 2,169 133 6%
DMCI MINING 1,573 3,139 (1,566) -50%
PARENT & OTHERS 252 290 (38) -13%
TOTAL P64,899 P57,204 P7,695 13%
The initial indicator of the Company’s gross business results is seen in the movements of the different
business segment revenues. As reported above, consolidated revenues grew by 13% year-on-year. The
significant improvements in the coal, power and construction revenues were offset by the drop in the
real estate and nickel mining revenues.
33
NET INCOME AFTER NON-CONTROLLING INTERESTS
For the Year Variance
(in Php Millions) 2016 2015 Amount %
SEMIRARA MINING AND POWER CORPORATION P6,906 P4,813 P2,093 43%
DMCI HOMES 1,923 3,587 (1,664) -46%
MAYNILAD 1,865 2,312 (447) -19%
D.M. CONSUNJI, INC. 938 628 310 49%
DMCI POWER (SPUG) 424 382 42 11%
DMCI MINING (65) 501 (566) -113%
PARENT & OTHERS 83 82 1 1%
NET INCOME EXCLUDING ONE-TIME INVESTMENT GAINS 12,074 12,305 (231) -2%
ONE-TIME INVESTMENT GAINS 111 530 (419) -79%
TOTAL NET INCOME P12,185 P12,835 (P650) -5%
The net income (after non-controlling interest) or bottom line results from operations of the Company
have multiple drivers for growth from different business segments. For the year ended, the Company
reported a 5% dip in consolidated net income due to reduced profitability from the real estate, nickel
mining and water businesses.
The Company’s consolidated basic and diluted EPS was P0.92/share, 5% down from P0.97/share EPS last
year which reflects the drop in consolidated net income of the Company.
CURRENT RATIO
Liquidity is an essential character of any organization, and the Company, including the Group as a whole,
should indicate acceptable levels of liquidity. The initial test of liquidity is the current ratio, which will
display a company’s ability to satisfy current obligations with current resources. Current ratio is arrived
at by dividing the current assets over the current liabilities. The Company uses this test and compares it
with industry balances to determine its ability to satisfy current obligations with respect to its
competitors.
As of December 31, 2016, current assets stood at P81.2 billion while current liabilities amounted
P35.8 billion accounting for a current ratio of 2.27x or an improvement of 23% from last year.
Total borrowings stood at P36.9 billion from P40.8 billion last year, which resulted to a net debt to equity
ratio of 22%, an improvement of 7% from last year.
34
FINANCIAL SOUNDNESS RATIOS
December 31, 2016 December 31, 2015
Current Ratio 227% 185%
Net Debt to Equity Ratio 22% 29%
Asset to Equity Ratio 190% 199%
12.1% 12.2%
Return on Assets
12.0%* 11.9%*
18.7% 21.6%
Return on Parent Equity
18.6%* 20.7%*
11.4 times 11.4 times
Interest Coverage Ratio
11.4 times* 11.1 times*
Gross Margin (%) 40.9% 44.4%
27.0% 29.6%
Net Profit Margin (%)
26.8%* 28.7%*
* Excluding one-time investment gains pertaining to sale of 10% interest in Subic Water and sale of 25%
interest in PIDC in 2016 and 2015, respectively
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 May 11, 2016, the BOD of the Parent Company has declared cash dividends amounting P0.24
regular dividends and P0.24 special cash dividends in favor of the stockholders of record as of
May 27, 2016. This was paid on June 10, 2016 with a total amount of P6,373 million.
4. On April 5, 2017, the BOD of the Parent Company has declared cash dividends amounting P0.24
regular dividends and P0.24 special cash dividends in favor of the stockholders of record as of
April 21, 2017 and payable on May 5, 2017 with a total amount of P6,373 million.
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.
35
EXTERNAL AUDIT FEES
2017 2016
Fee Fee
DMCI Holdings, Inc. P3,268,000.00 P3,112,095.00
Semirara Mining and Power Corporation 2,184,000.00 2,080,000.00
Sem-Calaca Power Corporation 1,915,000.00 1,820,000.00
Southwest Luzon Power Corporation 866,250.00 787,500.00
Semirara Claystone Inc. 40,000.00 40,000.00
St. Raphael Power Power Generation Corp. 35,000.00 35,000.00
Sem-Cal Industrial Park Developers, Inc. 30,000.00 30,000.00
Sem Calaca RES Corporation 30,000.00 30,000.00
Semirara Energy Utilities, Inc. 25,000.00 25,000.00
Southeast Luzon Power Generation Corp. 25,000.00 25,000.00
D. M. Consunji, Inc. 1,255,166.00 1,218,608.00
Wire Rope Corporation of the Philippines 461,948.00 439,950.00
Beta Electric Corporation 414,430.00 394,695.00
DMCI Project Developers Inc. 2,382,916.00 2,313,511.00
DMCI Homes Inc. 420,985.00 418,360.00
PDI Hotels, Inc. 155,873.00 148,450.00
DMCI Homes Property Management Corporation 82,688.00 78,750.00
Zenith Mobility Solutions Services, Inc 55,125.00 52,500.00
Riviera Land Corporation 55,125.00 52,500.00
DMCI Masbate Power Corporation 346,461.00 329,963.00
DMCI Power Corporation 259,350.00 247,000.00
DMCI Palawan Power Corporation 10,000.00 10,000.00
Berong Nickel Corporation* 1,100,000.00 1,100,000.00
Nickeline Resources Holdings, Inc. *
Ulugan Resources Holdings, Inc. * 615,000.00 615,000.00
Zambales Diversified Metals Corp.
DMCI Mining Corporation 349,388.00 332,750.00
Zambales Chromite Mining Company, Inc. 150,000.00 150,000.00
Fil-Asian Strategic Resources & Prop. Corp. 145,000.00 145,000.00
Fil-Euro Asia Nickel Corp 110,000.00 110,000.00
Montemina Resources Corp 104,990.00 104,990.00
TMM Management Inc. 85,000.00 85,000.00
Ulugan Nickel Corporation 85,000.00 85,000.00
36
2017 2016
Montague Resources Phil. Corp 82,500.00 82,500.00
ZDMC Holdings 82,500.00 82,500.00
Heraan Holdings 82,500.00 82,500.00
Mt. Lanat Metals Corp. 80,000.00 80,000.00
ZamNorth Holdings Corp. 80,000.00 80,000.00
Zambales Nickel Processing Corp. 80,000.00 80,000.00
Total P17,550,195.00 P16,904,122.00
*Group fees
2. Other assurance and related services by the external auditor that are reasonable related to the
performance of the audit review of the Company’s financial statements – NONE
5. The Audit Committee has checked all financial reports against its compliance with both the internal
financial management handbook and pertinent accounting standards, including regulatory
requirements. They have pre-approved all audit plans, scope and frequency one (1) month before
the conduct of external audit. The financial statement was then presented to and approved by the
Audit Committee and Board of Directors. Payments and fees related to the services by the external
auditor were discussed and approved by Audit Committee, Internal Auditor and Accounting group.
DMCI Holdings, Inc. (the “Company”) was incorporated on March 8, 1995 as a holding company to
consolidate all construction business, construction component companies and related interests of the
Consunji Family. 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 close to a thousand projects of varying scale and
complexity in the Philippines and abroad. From high-rise, commercial and residential buildings,
institutional facilities to heavy civil works, elevated and at grade roads, bridges, power plants, industrial
37
plants, water and sewer facilities, DMCI is a major contributor in changing the domestic infrastructure
landscape to improve the lives of millions of Filipinos.
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 larger-than-usual condominium units with resort-inspired amenities in mid-rise
and high-rise developments in Metro Manila, Baguio City and Davao City.
Semirara Mining and Power Corporation (SMPC), was established in 1980 and is engaged in the
exploration, mining, development and sales of coal resources on Semirara Island in Caluya, Antique. In
1997, the Company purchased 40% interest in SMPC. Currently, SMPC is 56% owned by the Company. It is
the largest coal producer in the Philippines which accounts for more than 90% of the country’s total coal
production, and the only power generation company in the country that owns and mines its own fuel
source (coal).
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 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, Palawan and Sultan Kudarat.
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 operates 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.
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. This is where the company
believes it can compete effectively given its strong construction capabilities, equipment and
manpower complement, and track record. The Company's coal mining is the largest coal producer
in the country. Competition is insignificant as far as domestic coal mine is concerned. The real
estate business, DMCI Homes is well-positioned to capture the end-user market with much lower
price for the same market with that of its competitor.
38
Transactions with and/or dependence on related parties. - Aside from inter-company transactions
within the group of companies, the Company, through DMCI, has contracts with Maynilad for
major and big-ticket engineering and construction works.
Effect of existing or probable governmental regulations to the business. – Not applicable to DMCI
Holdings, Inc. 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. To avoid fines and/or
temporary cessation of operations in the coal and nickel mining businesses, SMPC and DMC must
comply with the terms of the 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, 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.
39
V. DIRECTORS AND EXECUTIVE OFFICERS
40
Cesar A. Buenaventura – is 88 years old; has served the Corporation as a regular director for twenty two
(22) 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 65 years old; has served the Corporation as a regular director for twenty two (22)
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 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 Philippines (Member), Shareholders Association of the
Philippines (Member).
Jorge A. Consunji – is 66 years old; has served the Corporation as a regular director for twenty two (22)
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
Managment. 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.
Victor A. Consunji - is 67 years old; has served the Corporation as a regular director for twenty two (22)
years since March 1995; is a regular Director of the following: (Listed) Semirara Mining and Power Corp.;
(Non-listed) DMCI Power Corp., Sem-Calaca Power Corp., Southwest Luzon Power Generation Corp., Sem
Calaca Res Corporation, Sem-Cal Industrial Park Development Corp., St. Raphael Power Generation Corp.,
Semirara Enegery Utilities Inc., Semirara Claystone, Inc., Sem-Balayan Power Generation Corp., Dacon
Corp., DMCI Masbate Corp., DMCI Mining Corp. , D.M. Consunji Inc. , DFC Holdings, Inc., M&S Company,
Inc., Sodaco Agricultural Corporation, Ecoland Properties Development Corporation., DMC Urban
Properties Development Inc., Sirawai Plywood & Lumber Corp., Royal Star Aviation, Inc., Zanorte Palm-
41
Rubber Plantation, Inc. Education. AB Political Science (Ateneo de Manila and Ateneo de Davao); Chevalier
College, Australia (secondary); San Beda College, Manila (elementary).
Ma. Edwina C. Laperal - is 56 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 (9 years and 9 months); 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 64 years old; a regular director of the following: (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).
2. Independent Directors
Honorio O. Reyes-Lao - is 73 years old; has served the Corporation as an Independent Director for eight
(8) years and eight (8) months since July 2009; is director of Semirar Mining and Power Corporation and
Philippine Business Bank (Listed); Non-Listed (Past Positions) DMCI Project Developers, Inc. (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 56 years old; Mr. Periquet has been an Independent Director of the company
since August 2010; he is 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.; (Non-listed)
Albizia ASEAN Tenggara Fund, Campden Hill Group, Inc. (Chairman), 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); 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.
42
VI. 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 2017 are set forth below.
High Low
High Low
Price information as of the latest practicable trading date: As of March 26, 2018:
43
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
As of February 28, 2018 the Company had a total of 710 shareholders of which 697 were holders
of a total of 13,277,470,000 common shares and 14 were holders of a total of 3,780 preferred shares. The
following table sets forth the list of the Top 20 common shareholders of the Corporation as of February 28,
2018 indicating the number of shares held by each and the percentage to the total outstanding shares
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:
44
(1) On April 7, 1999, the Company paid the semi-annual dividend of 2.5 % for last semester of the second
year to the holders of the preferred shares.
(2) On October 7, 1999, the Company paid the semi-annual dividend of 3.6 % for the first semester of the
third year to the holders of the preferred shares.
(3) On April 7, 2000, the Company paid the semi-annual dividend of 3.6% for last semester of the third
year to the holders of the preferred shares.
(4) On October 7, 2000, the Company paid the semi-annual dividend of 3.6% for the first semester of the
fourth year to the holders of the preferred shares.
(5) On July 20, 2006, the Company paid cash dividends at the amount of PhP 0.10 per outstanding common
share to the shareholders of record of June 30, 2006.
(6) On May 28, 2007, the Company paid cash dividends at the amount of Php 0.10 per outstanding
common share to the shareholders of record of April 30, 2007
(7) On May 30, 2008, the Company paid cash dividends at the amount of Pho 0.10 per outstanding
common share to the shareholders of record of May 12, 2008.
(8) On June 30, 2009, the Company paid cash dividends at the amount of Php 0.20 per outstanding
common share to the shareholders of record of June 5, 2009.
(9) On July 15, 2010, the Company paid cash dividends at the amount of Php 0.50 per outstanding common
share to the shareholders of record of June 22, 2010.
(10) On July 7, 2011, the Company paid cash dividends at the amount of Php 1.00 per outstanding common
share to the shareholders of record of June 15, 2011.
(11) On May 15, 2012, the Company paid cash dividends at the amount of Php 1.20 per outstanding
common share to the shareholders of record of June 15, 2012.
(12) On April 11, 2013, the Company declared cash dividends of Php 1.20 per common share and special
cash dividends of Php 1.00 per common share to the shareholders of record of April 26, 2013.
(13) On November 14, 2013, the Company declared a special cash dividends of P1.20 per common share to
the shareholders of record of November 29, 2013.
(14) On May 15, 2014, the Company declared a regular cash dividend of P1.20 per common share and a
special cash dividend of P1.20 per common share to the shareholders of record of May 30, 2014.
(15) On May 15, 2014, The Board approved the declaration of (1) regular cash dividends in the amount of
P1.20 per common share or a total of P3,186,592,800.00; and (2) special cash dividends of P1.20 per
common share or a total of P3,186,592,800.00, or a grand total of P6,373,185,600.00 out of the
unrestricted retained earnings of the Corporation as of December 31, 2013, in favor of the common
stockholders of record as of May 30, 2014, and payable on June 13, 2014.
(16) On May 14, 2015, the BOD of the Parent Company has declared cash dividends amounting
P0.24 regular dividends and P0.24 special cash dividends in favor of the stockholders of record as of
May 29, 2015. This is due to be paid on June 10, 2015 with a total amount of P6,373 million.
(17) On May 11, 2016, the BOD of the Parent Company has declared cash dividends amounting
P0.24 regular dividends and P0.24 special cash dividends in favor of the stockholders of record as of
May 27, 2016. This is due to be paid on June 10, 2016 with a total amount of P6,373 million.
(18) On April 5, 2017, the BOD of the Parent Company has declared cash dividends amounting
P0.24 regular dividends and P0.24 special cash dividends in favor of the stockholders of record as of
April 21, 2017. This is due to be paid on May 5, 2017 with a total amount of P6,373 million.
(19) On March 8, 2018, the BOD of the Parent Company has declared cash dividends amounting
P0.28 regular dividends and P0.20 special cash dividends in favor of the stockholders of record as of
March 23, 2018. This is due to be paid on April 6, 2018 with a total amount of P6,373 million.
45
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. The Company’s operating subsidiaries however are restricted on the
declaration and payment of dividends, as limited by negative covenants entered into by the operating
subsidiaries with outside parties.
4. Recent Sales of Unregistered or Exempt Securities Including Recent Issuance of Securities Constituting
an Exempt Transaction - NONE
1. The Company has adopted the New Code of Corporate Governance and filed its New
Manual on Corporate Governance on May 22, 2017.
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, Conflict of Interest, Corporate Disclosures Policies and Procedures, Customer Welfare,
Dividend Policy, Environmentally Friendly Value Chain, Enterprise Risk Management,
Executive Succession, Health, Safety and General Welfare, Insider Trading, Nomination and
Election, Related Party Transactions, Safeguarding Creditors Rights, Supplier and Contractor,
and Whistle Blower Policy. Likewise, the Board developed its Charter in accordance with the
Corporation Code, Manual on Corporate Governance and other applicable laws.
4. The Board also created the Corporate Governance Committee with functions of the
nomination & election and the compensation & remuneration, to provide adequate support
in fulfilling the Board’s oversight function in relation to compliance and good governance best
practices. 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 may be 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 strictly adhere with the rules governing the Manual.
46
8. There are no major deviations from the adopted Manual on Corporate Governance
VIII. UPON THE WRITTEN REQUEST OF A STOCKHOLDER, THE CORPORATION WILL PROVIDE, WITHOUT
CHARGE, A COPY OF THE CORPORATION’S ANNUAL REPORT IN SEC FORM 17-A DULY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE STOCKHOLDER MAY BE CHARGED A REASONABLE COST
FOR PHOTOCOPYING THE EXHIBITS.
47
COVER SHEET
for
AUDITED FINANCIAL STATEMENTS
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
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
No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
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.
*SGVFS027774*
SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 819 0872 December 14, 2015, valid until December 31, 2018
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-4 (Group A),
Philippines November 10, 2015, valid until November 9, 2018
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, 2017,
2016 and January 1, 2016, 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, 2017, 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, 2017, 2016 and January 1, 2016, and
its consolidated financial performance and its consolidated cash flows for each of the three years in the
period ended December 31, 2017 in accordance with Philippine Financial Reporting Standards (PFRSs).
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 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.
*SGVFS027774*
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.
The Group derives 41% and 51% of its revenues and costs respectively from construction contracts and
real estate agreements which are material to the consolidated financial statements. Revenues and costs
from construction contracts are determined using the percentage-of-completion measured principally on
the basis of the actual cost incurred as of a reporting date over the estimated total cost of the project.
Percentage-of-completion for real estate revenue and cost recognition is measured on the basis of physical
proportion of work. This matter is important to our audit because the revenue and cost recognition
process requires significant management estimation, particularly with respect to the projects’ total cost,
stage of completion, contract price variations and liquidating damages and requires the technical expertise
of the Group’s project engineers. Note 3 to the consolidated financial statements provide the relevant
discussion regarding this matter.
Audit Response
We obtained an understanding of the Group’s processes to accumulate actual costs incurred and to
estimate the costs to complete, measurement of the physical proportion of work and tested the relevant
controls. For construction contracts, we compared the contract price used in recognizing revenue to the
original signed customer contracts and approved change orders; examined the signed supplemental
agreements and purchase orders with the customers for additional costs incurred, such as those arising
from unforeseen project delays and changes in plan; examined the approved total estimated completion
costs, any revisions to the job order sheets, and the cost variance analysis against the supporting details
and on a test basis, we examined the invoices and other supporting third party correspondence for the
actual costs incurred. We also inspected the associated project documentation, such as the S-curve
schedule and bill of quantities, and inquired about the significant deviations against plans. For real estate
agreements, we traced the percentage-of-completion to the engineer’s certified report and reviewed the
supporting documents to the engineer’s certified report. For both construction contracts and real estate
agreements, we conducted ocular inspections on selected projects where we inquired of the status of the
projects under construction with the Group’s engineers. We considered the competence and objectivity of
the Group’s engineers with reference to their professional qualifications, experience and reporting
responsibilities.
Under PFRS, the Group is required to annually test goodwill for impairment. In addition, if there are
indicators of impairment, the Group tests the recoverability of property and equipment and mining
properties. As of December 31, 2017, the Group has goodwill that is attributable to Zambales Diversified
Metals Corporation (ZDMC) and Zambales Chromite Mining Company (ZCMC) amounting to
P
=1,637 million, and property and equipment and mining properties amounting to P =1,028 million, which
are considered significant to the consolidated financial statements. ZCMC has applied for renewal of its
Mineral Production Sharing Agreement (MPSA) before its term ended in 2016, while both ZDMC and
*SGVFS027774*
A member firm of Ernst & Young Global Limited
-3-
Berong Nickel Corporation received suspension orders in 2016 and Notice of Issuance of an Order in
February 2017. The assessment of recoverability of goodwill, property and equipment and mining
properties requires significant management judgment and is based on assumptions, such as estimated
timing of resumption of operations, mine production, nickel prices, price inflation and discount rate.
Relevant information on these matters are disclosed in Notes 3, 13 and 33 to the consolidated financial
statements.
Audit Response
We obtained an understanding of the Group’s impairment assessment process and the related controls.
We performed tests of controls on the management processes and controls. We involved our internal
specialist in evaluating the methodologies and the assumptions used, which include the estimated timing
of resumption of operations, mine production, nickel prices, price inflation and discount rate. 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 and discount rate with externally
published data. We also 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 the
determination of the recoverable amount of goodwill, property and equipment and mining properties. We
discussed with management the status of renewal of the MPSA and also obtained management
assessment, as supported by its internal legal counsel’s opinion, of the potential impact of the suspension
orders on the Group’s mining operations, particularly the recoverability of the affected assets and any
potential liabilities.
The Group has recognized provision for decommissioning and site rehabilitation for the open pit mines of
its coal mining activities totaling to =
P1,687 million as of December 31, 2017. 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 site rehabilitation costs are disclosed in Notes 3 and 20 to the
consolidated financial statements.
Audit response
*SGVFS027774*
A member firm of Ernst & Young Global Limited
-4-
The Group’s coal mining properties totaling to P=5,576 million as of December 31, 2017 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 for the remaining life of the Group’s Narra and Molave mines requires
significant estimation from management’s specialist. 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 management’s processes and controls in the estimation of mineable ore
reserves. We performed tests of controls on the management processes and controls. We evaluated the
competence, capabilities and objectivity of the external specialist engaged by the Group to perform an
independent assessment of the ore reserves. We reviewed the specialist’s report and obtained an
understanding of the nature, scope and objectives of their work and basis of estimates including any
changes in the reserves during the year. We also tested the application of the estimated ore reserves in the
amortization of mining properties.
Investment in Associates
The Group’s investment in Maynilad Water Holdings Company, Inc. (MWHCI) comprise 98% of its
investments in associates, while the Group’s equity in net earnings of MWHCI represents 11% of the
Group’s net income attributable to the parent company, which are material to the consolidated financial
statements. Maynilad Water Services, Inc. (MWSI), which is the main source of MWHCI’s net income,
is affected by (a) the recognition and measurement of provisions related to ongoing regulatory
proceedings and disputes and tax assessments, and (b) the amortization of service concession assets using
the units-of-production method. These matters are significant to our audit because the estimation of the
potential liability that might result from these proceedings, disputes and tax assessments, and since
amortization of the service concession assets require significant management estimation, particularly in
determining the total estimated volume of billable water over the remaining period of the concession
agreement. Note 11 to the consolidated financial statements provide the relevant discussion regarding
this matter.
*SGVFS027774*
A member firm of Ernst & Young Global Limited
-5-
Audit Response
Our audit procedures included, among other things, obtaining the relevant financial information from
MWHCI for the purpose of determining the Group’s equity in net earnings to be recorded in the
consolidated financial statements. On the provisions, we involved our internal specialists in evaluating
management’s assessment on whether provisions on the contingencies should be recognized, and the
estimation of such amount. We also discussed with management and obtained their assessment on the
expected outcome and the status of the regulatory proceedings and disputes arbitration. In addition, we
obtained correspondences from relevant government agencies and tax authorities, replies from third party
legal counsels and relevant historical and recent judgment issued by the court on similar matters. On the
amortization of concession assets using the units-of-production method, we obtained and reviewed the
schedule of amortization of concession assets including the related assumptions. We reviewed the related
assumptions about the estimated billable water volume.
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, 2017, 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, 2017 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.
*SGVFS027774*
A member firm of Ernst & Young Global Limited
-6-
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.
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.
*SGVFS027774*
A member firm of Ernst & Young Global Limited
-7-
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.
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 Cyril Jasmin B.
Valencia.
March 8, 2018
*SGVFS027774*
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 December 14, 2015, valid until December 31, 2018
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-4 (Group A),
Philippines November 10, 2015, valid until November 9, 2018
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, 2017, 2016,
January 1, 2016 and for each of the three years in the period ended December 31, 2017, included in this
Form 17-A, and have issued our report thereon dated March 8, 2018. Our audits were made for the
purpose of forming an opinion on the consolidated financial statements taken as a whole. The schedules
listed in the Index to the Consolidated Financial Statements and Supplementary Schedules are the
responsibility of the Group’s management. These schedules are presented for purposes of complying
with the Securities Regulation Code Rule No. 68, As Amended (2011) and are not part of the
consolidated financial statements. These schedules have been subjected to the auditing procedures
applied in the audit of the consolidated financial statements and, in our opinion, fairly state in all material
respects, the information required to be set forth therein in relation to the consolidated financial
statements taken as a whole.
March 8, 2018
*SGVFS027774*
A member firm of Ernst & Young Global Limited
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands)
ASSETS
Current Assets
Cash and cash equivalents (Notes 4 and 36) P
=25,323,774 =18,738,106
P =19,150,603
P
Receivables - net (Notes 7, 21 and 36) 21,984,999 15,609,842 13,976,331
Costs and estimated earnings in excess of billings on
uncompleted contracts (Note 8) 1,201,589 1,753,204 2,015,033
Inventories (Note 9) 34,698,636 33,374,563 32,158,201
Other current assets (Notes 5, 6, 10 and 36) 8,290,495 6,316,668 6,501,813
Total Current Assets 91,499,493 75,792,383 73,801,981
Noncurrent Assets
Noncurrent receivables (Notes 7 and 36) 6,434,989 5,460,191 3,258,967
Investments in associates and joint ventures (Note 11) 13,460,601 12,761,044 11,457,732
Investment properties (Note 12) 194,241 209,141 288,542
Property, plant and equipment (Note 13) 55,701,022 55,751,702 49,440,223
Exploration and evaluation asset (Note 14) 225,535 224,645 3,238,442
Goodwill (Note 33) 1,637,430 1,637,430 1,637,430
Deferred tax assets - net (Note 29) 427,961 416,017 543,859
Pension assets - net (Note 23) 1,019,687 893,764 958,979
Other noncurrent assets (Notes 5, 14 and 36) 1,213,617 2,721,166 2,311,660
Total Noncurrent Assets 80,315,083 80,075,100 73,135,834
P
=171,814,576 =155,867,483
P =146,937,815
P
Current Liabilities
Short-term debt (Notes 15 and 36) P
=1,071,101 =2,621,109
P =3,707,354
P
Current portion of liabilities for purchased land (Notes
16 and 36) 24,356 906,622 2,201,291
Accounts and other payables (Notes 17, 21 and 36) 18,757,346 18,121,112 15,424,339
Billings in excess of costs and estimated earnings
on uncompleted contracts (Note 8) 2,604,954 2,311,377 2,095,481
Customers’ advances and deposits (Note 18) 7,918,434 5,505,546 4,184,585
Current portion of long-term debt (Notes 19 and 36) 4,626,407 3,193,487 11,291,955
Income tax payable 152,968 359,237 448,439
Total Current Liabilities 35,155,566 33,018,490 39,353,444
(Forward)
*SGVFS027774*
-2-
Noncurrent Liabilities
Long-term debt - net of current portion (Notes 19
and 36) P
=33,811,174 P
=31,070,773 P
=25,763,651
Liabilities for purchased land - net of current portion
(Notes 16 and 36) 2,195,790 623,151 816,135
Deferred tax liabilities - net (Note 29) 4,444,307 4,441,267 3,586,396
Pension liabilities - net (Note 23) 315,561 217,470 142,200
Other noncurrent liabilities (Notes 20 and 36) 2,285,624 2,751,734 2,600,395
Total Noncurrent Liabilities 43,052,456 39,104,395 32,908,777
Total Liabilities 78,208,022 72,122,885 72,262,221
Equity
Equity attributable to equity holders of the
Parent Company:
Paid-in capital (Note 22) 17,949,868 17,949,868 17,949,868
Retained earnings (Notes 2 and 22) 58,308,942 49,917,571 43,610,261
Premium on acquisition of non-controlling interests
(Note 32) (599,082) (522,903) (161,033)
Remeasurements on retirement plans - net
of tax (Note 23) 708,374 621,851 699,491
Net accumulated unrealized gains on AFS financial
assets (Note 6) 35,699 27,211 21,435
Other equity (Notes 11 and 34) (41,391) 2,279 285,105
76,362,410 67,995,877 62,405,127
Non-controlling interests (Note 22) 17,244,144 15,748,721 12,270,467
Total Equity 93,606,554 83,744,598 74,675,594
P
=171,814,576 P
=155,867,483 P
=146,937,815
*SGVFS027774*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except for Earnings Per Share Figures)
REVENUE
Coal mining P
=23,489,591 P
=20,079,462 P
=11,781,825
Electricity sales 23,166,558 18,807,365 15,067,372
Real estate sales 19,903,980 13,758,636 12,428,597
Construction contracts 13,066,376 13,816,649 13,247,380
Nickel mining 759,267 1,573,086 3,138,852
Merchandise sales and others 316,968 252,290 291,502
80,702,740 68,287,488 55,955,528
*SGVFS027774*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
*SGVFS027774*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands)
*SGVFS027774*
-2-
*SGVFS027774*
DMCI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Forward)
*SGVFS027774*
-2-
(Forward)
*SGVFS027774*
-3-
*SGVFS027774*
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 3 rd 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 8, 2018.
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 available-for-sale (AFS)
financial assets that have been measured at fair value. The Group’s presentation currency is the
Philippine Peso (P=). All amounts are rounded to the nearest thousand (P =000), unless otherwise
indicated.
The consolidated financial statements provide comparative information in respect of the previous
periods. In addition, the Group presents an additional consolidated statement of financial position at
the beginning of the earliest period presented when there is a retrospective application of an
accounting policy, a retrospective restatement, or a reclassification of items in the consolidated
financial statements. An additional consolidated statement of financial position as at January 1, 2016
is presented in these consolidated financial statements due to retrospective restatement caused by a
change in the accounting policy on recognition of real estate sales and cost of sales from completed
contract method to percentage-of-completion method. The Group changed its accounting policy in
order to align its accounting policy with the industry practice and as preparation for the adoption of
the new revenue standard.
*SGVFS027774*
-2-
The retrospective effects of the change in accounting policy are detailed below (amounts in
thousands, except for earnings per share):
*SGVFS027774*
-3-
Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with Philippine
Financial Reporting Standards (PFRSs).
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and
its subsidiaries as of December 31, 2017, 2016, and January 1, 2016, and for each of the three years in
the period ended December 31, 2017.
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
∂ 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. 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.
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 this results 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 a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it derecognizes the related assets
(including goodwill), liabilities, non-controlling interest and other components of equity, while any
resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair
value.
*SGVFS027774*
-4-
The consolidated financial statements include the financial statements of the Parent Company and the
following subsidiaries (which are all incorporated in the Philippines). The voting rights held by the
Group in these subsidiaries are in proportion of their ownership interest.
2017 2016
Effective Effective
Direct Indirect Interest Direct Indirect Interest
(In percentage)
General Construction:
D.M. Consunji, Inc. (DMCI) 100.00 – 100.00 100.00 – 100.00
Beta Electric Corporation (Beta Electric) 1 – 53.95 53.95 – 53.95 53.95
Raco Haven Automation Philippines, Inc. (Raco) 1 – 50.14 50.14 – 50.14 50.14
Manufacturing and others:
Oriken Dynamix Company, Inc. (Oriken) 1 * – 89.00 89.00 – 89.00 89.00
DMCI Technical Training Center (DMCI Training) 1 – 100.00 100.00 – 100.00 100.00
Real Estate Development:
DMCI Project Developers, Inc. (PDI) 100.00 – 100.00 100.00 – 100.00
Hampstead Gardens Corporation (Hampstead) 2 – 100.00 100.00 – 100.00 100.00
Riviera Land Corporation (Riviera) 2 – 100.00 100.00 – 100.00 100.00
DMCI-PDI Hotels, Inc. (PDI Hotels) 2 – 100.00 100.00 – 100.00 100.00
DMCI Homes Property Management Corporation (DPMC) 2 – 100.00 100.00 – 100.00 100.00
Zenith Mobility Solutions Services, Inc.2 – 51.00 51.00 – 51.00 51.00
Marketing Arm:
DMCI Homes, Inc. (DMCI Homes) 2 – 100.00 100.00 – 100.00 100.00
Coal Mining
Semirara Mining and Power Corporation (SMPC) 56.54 – 56.54 56.51 – 56.51
On-Grid Power
Sem-Calaca Power Corporation (SCPC) 3 – 56.54 56.54 – 56.51 56.51
Southwest Luzon Power Generation Corporation
(SLPGC) 3 – 56.54 56.54 – 56.51 56.51
Sem-Calaca RES Corporation (SCRC) 3 * – 56.54 56.54 – 56.51 56.51
SEM-Cal Industrial Park Developers, Inc.
(SIPDI) 3 * – 56.54 56.54 – 56.51 56.51
Semirara Energy Utilities, Inc. (SEUI) 3 * – 56.54 56.54 – 56.51 56.51
Southeast Luzon Power Generation Corporation
(SeLPGC) 3 ** – 56.54 56.54 – 56.51 56.51
Manufacturing
Semirara Claystone, Inc. (SCI) 3 * – 56.54 56.54 – 56.51 56.51
Off-Grid Power
DMCI Power Corporation (DPC) 100.00 – 100.00 100.00 – 100.00
DMCI Masbate Power Corporation (DMCI Masbate) 4 – 100.00 100.00 – 100.00 100.00
DMCI Palawan Power Corporation (DMCI Palawan) 4 *** – − − – 100.00 100.00
Nickel Mining:
DMCI Mining Corporation (DMC) 100.00 – 100.00 100.00 – 100.00
Berong Nickel Corporation (BNC) 5 – 74.80 74.80 – 74.80 74.80
Ulugan Resouces Holdings, Inc. (URHI) 5 – 30.00 30.00 – 30.00 30.00
Ulugan Nickel Corporation (UNC) 5 – 58.00 58.00 – 58.00 58.00
Nickeline Resources Holdings, Inc. (NRHI) 5 – 58.00 58.00 – 58.00 58.00
TMM Management, Inc. (TMM) 5 – 40.00 40.00 – 40.00 40.00
Zambales Diversified Metals Corporation (ZDMC) 5 – 100.00 100.00 – 100.00 100.00
Zambales Chromite Mining Company Inc. (ZCMC) 5 – 100.00 100.00 – 100.00 100.00
Fil-Asian Strategic Resources & Properties
Corporation (FASRPC) 5 – 100.00 100.00 – 100.00 100.00
Montague Resources Philippines Corporation (MRPC) 5 – 100.00 100.00 – 100.00 100.00
Montemina Resources Corporation (MRC) 5 – 100.00 100.00 – 100.00 100.00
Mt. Lanat Metals Corporation (MLMC) 5 – 100.00 100.00 – 100.00 100.00
Fil-Euro Asia Nickel Corporation (FEANC) 5 – 100.00 100.00 – 100.00 100.00
Heraan Holdings, Inc. (HHI) 5 – 100.00 100.00 – 100.00 100.00
Zambales Nickel Processing Corporation (ZNPC) 5 – 100.00 100.00 – 100.00 100.00
Zamnorth Holdings Corporation (ZHC) 5 – 100.00 100.00 – 100.00 100.00
ZDMC Holdings Corporation (ZDMCHC) 5 – 100.00 100.00 – 100.00 100.00
(Forward)
*SGVFS027774*
-5-
2017 2016
Effective Effective
Direct Indirect Interest Direct Indirect Interest
(In percentage)
Manufacturing:
Semirara Cement Corporation (SemCem) * 100.00 – 100.00 100.00 – 100.00
Wire Rope Corporation of the Philippines
(Wire Rope) 45.68 16.02 61.70 45.68 16.02 61.70
* Have not yet started commercial operations as of December 31, 2017 and 2016.
** Previously named SEM-Balayan Power Generation Corporation (SBPGC), was changed to
Southeast Luzon Power Generation Corporation (SeLPGC) effective July 12, 2016.
*** DMCI Palawan was already liquidated as of December 31, 2017.
1 DMCI’s subsidiaries
2 PDI’s subsidiaries
3 SMPC’s subsidiaries
4 DPC’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.
The proportion of ownership interest held by noncontrolling interests on the consolidated subsidiaries
are presented below. The voting rights held by the Group in these subsidiaries are in proportion of
their ownership interest.
*SGVFS027774*
-6-
General Construction
DMCI
DMCI was incorporated in the Philippines on December 24, 1954 primarily to engage in and carry on
the trade and business of engineering, general building and contracting. DMCI’s secondary purpose,
among others, is to engage in the real estate business.
Beta Electric
Beta Electric is a domestic corporation incorporated and registered with the Securities and Exchange
Commission (SEC) on March 21, 1973. Beta Electric is primarily engaged in the installation of
electrical backbone and related systems thereto for building construction. It is also engaged in the
general business of trading, buying or selling of electrical equipment items and commodities related
thereto.
DMCI Training
DMCI Training was registered with the SEC on August 15, 2006. The primary purpose of DMCI
Training is to establish, promote, and operate training centers and or institutions in the field of
science, technology, vocational and other apprenticeable trades and occupations in which qualified
and deserving persons regardless of gender may be taught, developed and trained in a well-rounded
theoretical and practical method.
Below are the subsidiaries of PDI and the nature of their operations:
a) Hampstead Gardens Corporation – real estate developer
b) DMCI Homes, Inc. – real estate brokerage
c) Riviera Land Corporation – real estate developer
d) DMCI Homes Property Management Corporation – property management
e) DMCI-PDI Hotels, Inc. – hotel operator
f) Zenith Mobility Solution Services, Inc. – mobility services provider of the Group.
As of December 31, 2017, HGC and DMCI Homes have ceased operations and are in the process of
liquidation.
Coal Mining
SMPC
SMPC was incorporated and domiciled in the Philippines on February 26, 1980 primarily to search
for, prospect, explore, dig and drill, mine, exploit, extract, produce, mill, purchase or otherwise
acquire, store, hold transport, use experiment with, market, distribute, exchange, sell and otherwise
dispose of, import, export and handle, trade, and generally deal in, ship coal, coke, and other coal
products of all grades, kinds, forms, descriptions and combinations and in general the products and
by-products which may be derived, produced, prepared, developed, compounded, made or
*SGVFS027774*
-7-
manufactured there; to acquire, own, maintain and exercise the rights and privileges under the coal
operating contract within the purview of Presidential Decree No. 972, “The Coal Development Act of
1976”, and any amendments thereto and to acquire, expand, rehabilitate and maintain power
generating plants, develop fuel for generation of electricity and sell electricity to any person or entity
through electricity markets among others.
On-Grid Power
SCPC
SCPC, a wholly owned subsidiary of SMPC, was registered with the SEC on November 19, 2009. It
is primarily engaged to acquire, expand, rehabilitate and maintain power generating plants, develop
fuel for generation of electricity and sell electricity to any person or entity through electricity markets
among others. It currently operates 2 units of coal-fired power plants located in Calaca, Batangas
with a combined operating capacity of 600 MW.
SLPGC
On August 31, 2011, SLPGC, a wholly owned subsidiary of SMPC, was incorporated to operate
electric power plants and to engage in business of a power generation company. Its 2x150 MW plant
is located in Calaca, Batangas and started commercial operations on April 1, 2016.
Below are the other subsidiaries of SMPC, which are still under pre-operating stage as of
December 31, 2017 and the nature of their principal activities:
a) Sem-Calaca RES Corporation (SCRC) – retail electricity supplier
b) Sem-Cal Industrial Park Developers Inc. (SIPDI) – economic zone developer
c) Semirara Energy Utilities Inc. (SEUI) – electricity provider authorized to serve remote and
unviable areas
d) Southeast Luzon Power Generation Corporation (SeLPGC) – power generation
e) Semirara Claystone Inc. (SCI) – manufacturing of commodities such as bricks, tiles and other
merchandise produce from clay
Off-Grid Power
DPC
DPC was incorporated and registered with the SEC on October 16, 2006 to engage in acquiring,
designing, constructing, investing in and operating electric power plants, and engaging in the business
of a generation company in accordance with Republic Act (RA) No. 9136 otherwise known as the
EPIRA of 2001. It currently has 48.44MW rated capacity in its power plant in Palawan, 29.45 MW
modular diesel generation sets and 2x4.95 MW bunker-fired power plant in Palawan, 15.56MW rated
capacity in Mindoro and 3.69MW rated capacity in Sultan Kudarat.
DMCI Masbate
DMCI Masbate was incorporated and registered with the SEC on November 13, 2007 primarily to
acquire, design, develop, construct, invest in and operate power generating plants in the province of
Masbate and engage in the business of a generation company in accordance with RA No. 9136
otherwise known as the EPIRA and its implementing rules and regulations, and to design, develop,
assemble and operate other power related facilities, appliances and devices. Total rated capacity as of
December 31, 2017 is 31.85MW.
DMCI Palawan
DMCI Palawan was incorporated and registered with the SEC on September 12, 2012 primarily to
acquire, design, develop, construct, invest in and operate power generating plants in the province of
Palawan and engage in the business of a generation company in accordance with RA No. 9136,
otherwise known as EPIRA and its implementing rules and regulations, and to design, develop,
assemble and operate other power related facilities, appliances and devices. At a meeting of the
*SGVFS027774*
-8-
stockholders and Board of Directors held on July 27, 2016, the amendment of the By-Laws and
Articles of Incorporation of DMCI Palawan to shorten its term to end on December 29, 2016 was
duly adopted and approved. The net assets of DMCI Palawan as of December 29, 2016 amounted to
P
=0.70 million and was already liquidated as of December 31, 2017.
Nickel Mining
DMC
DMC was incorporated on May 29, 2007 primarily to carry on the business of mining, developing,
exploiting, extracting, milling, concentrating, preparing for market, manufacturing, buying, shipping
and transporting, all kinds of ores, metals and minerals. Its operations is lodged under its two
subsidiaries namely Berong Nickel Corporation and Zambales Diversified Metals Corporation.
On February 8, 2017, BNC received an order from DENR maintaining the indefinite suspension order
of its mining operations issued on June 2016 (see Note 38).
On February 8, 2017, DENR issued an order cancelling the ZDMC’s MPSA, based among others, on
the suspension imposed on the ZDMC on July 7, 2016 (see Note 38).
*SGVFS027774*
-9-
Manufacturing
SemCem
Semirara Cement Corporation was registered with the Philippine Securities and Exchange
Commission (SEC) on January 29, 1998. SemCem is primarily engaged in the manufacturing,
marketing, distribution and trading of cement and related products. As of December 31, 2017,
SemCem has not yet started commercial operations.
Wire Rope
Wire Rope was incorporated in the Philippines and registered with the Securities and Exchange
Commission (SEC) on September 22, 1960 to produce, manufacture, fabricate, sell, distribute or
otherwise deal in, wires, wire ropes and cables of all kinds and descriptions.
∂ Amendments to PFRS 12, Disclosure of Interests in Other Entities, Clarification of the Scope of
the Standard (Part of Annual Improvements to PFRSs 2014 – 2016 Cycle)
The amendments clarify that the disclosure requirements in PFRS 12, other than those relating to
summarized financial information, apply to an entity’s interest in a subsidiary, a joint venture or
an associate (or a portion of its interest in a joint venture or an associate) that is classified (or
included in a disposal group that is classified) as held for sale.
Adoption of these amendments did not have any impact on the Group’s consolidated financial
statements.
*SGVFS027774*
- 10 -
The Group has provided the required information in Note 39 to the consolidated financial
statements. As allowed under the transition provisions of the standard, the Group did not present
comparative information for the years ended December 31, 2016 and January 1, 2016.
∂ Amendments to PAS 12, Income Taxes, Recognition of Deferred Tax Assets for Unrealized
Losses
The amendments clarify that an entity needs to consider whether tax law restricts the sources of
taxable profits against which it may make deductions upon the reversal of the deductible
temporary difference related to unrealized losses. Furthermore, the amendments provide guidance
on how an entity should determine future taxable profits and explain the circumstances in which
taxable profit may include the recovery of some assets for more than their carrying amount.
The Group applied the amendments retrospectively. However, their application has no effect on
the Group’s financial position and performance as the Group has no deductible temporary
differences or assets that are in the scope of the amendments.
On adoption, entities are required to apply the amendments without restating prior periods, but
retrospective application is permitted if elected for all three amendments and if other criteria are
met. Early application of the amendments is permitted.
This is not applicable to the Group because it does not have share-based payment arrangements.
The Group plans to adopt the new standard on the mandatory effective date.
*SGVFS027774*
- 11 -
The adoption of PFRS 9 will have an effect on the classification and measurement of the
Group’s financial assets and impairment methodology for financial assets, but will have no
impact on the classification and measurement of the Group’s financial liabilities. The adoption is
expected to impact the assessment of the Group’s credit losses amount. The Group is currently
assessing the impact of adopting this standard.
The new revenue standard is applicable to all entities and will supersede all current revenue
recognition requirements under PFRSs. Either a full retrospective application or a modified
retrospective application is required for annual periods beginning on or after January 1, 2018.
Early adoption is permitted. The Group plans to adopt the new standard on the required effective
date using the modified retrospective method.
Based on its initial assessment, the requirements of PFRS 15 on the following may have
significant impact on the Group’s consolidated financial position, performance and disclosures:
∂ Measurement of transaction price for construction contracts particularly from variation orders
∂ Significant financing component in relation to advance payments received from customers or
advance proportion of work performed for the customers of real estate and construction
agreements
∂ Determination if existing documentation would meet the definition of contracts for real estate
agreements
∂ Accounting for costs in obtaining the contract for real estate agreements
∂ Measurement of progress for real estate and construction contracts
The recognition and measurement requirements in PFRS 15 also apply to gains or losses on
disposal of nonfinancial assets (such as items of property and equipment and intangible assets),
when that disposal is not in the ordinary course of business.
∂ Amendments to PAS 28, Measuring an Associate or Joint Venture at Fair Value (Part of Annual
Improvements to PFRSs 2014 – 2016 Cycle)
The amendments clarify that an entity that is a venture capital organization, or other qualifying
entity, may elect, at initial recognition on an investment-by-investment basis, to measure its
investments in associates and joint ventures at fair value through profit or loss. They also clarify
that if an entity that is not itself an investment entity has an interest in an associate or joint
venture that is an investment entity, the entity may, when applying the equity method, elect to
retain the fair value measurement applied by that investment entity associate or joint venture to
the investment entity associate’s or joint venture’s interests in subsidiaries. This election is made
separately for each investment entity associate or joint venture, at the later of the date on which
(a) the investment entity associate or joint venture is initially recognized; (b) the associate or joint
venture becomes an investment entity; and (c) the investment entity associate or joint venture first
becomes a parent. The amendments should be applied retrospectively, with earlier application
permitted. The Group is currently assessing the impact of adopting this standard.
*SGVFS027774*
- 12 -
∂ Philippine Interpretation IFRIC 22, Foreign Currency Transactions and Advance Consideration
The interpretation clarifies that, in determining the spot exchange rate to use on initial recognition
of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset
or non-monetary liability relating to advance consideration, the date of the transaction is the date
on which an entity initially recognizes the nonmonetary asset or non-monetary liability arising
from the advance consideration. If there are multiple payments or receipts in advance, then the
entity must determine a date of the transactions for each payment or receipt of advance
consideration. Entities may apply the amendments on a fully retrospective basis. Alternatively,
an entity may apply the interpretation prospectively to all assets, expenses and income in its
scope that are initially recognized on or after the beginning of the reporting period in which the
entity first applies the interpretation or the beginning of a prior reporting period presented as
comparative information in the financial statements of the reporting period in which the entity
first applies the interpretation.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events
(e.g., a change in the lease term, a change in future lease payments resulting from a change in an
index or rate used to determine those payments). The lessee will generally recognize the amount
of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
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.
*SGVFS027774*
- 13 -
PFRS 16 also requires lessees and lessors to make more extensive disclosures than under PAS 17.
Early application is permitted, but not before an entity applies PFRS 15. A lessee can choose to
apply the standard using either a full retrospective or a modified retrospective approach. The
standard’s transition provisions permit certain reliefs. The Group expects the standard to impact
its operating lease arrangements for land, buildings and mining and construction equipments
which will require recognition of right of use asset in the books and its related lease liability. The
Group does not expect significant impact of the standards to its arrangements as a lessor.
An entity must determine whether to consider each uncertain tax treatment separately or together
with one or more uncertain tax treatments. The approach that better predicts the resolution of
uncertainty should be followed.
Deferred effectivity
∂ Amendments to PFRS 10 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
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.
*SGVFS027774*
- 14 -
Deferred tax assets and liabilities are classified as noncurrent assets and liabilities, respectively.
Financial Instruments
Date of Recognition
The Group recognizes a financial asset or a financial liability in the consolidated statement of
financial position when it becomes a party to the contractual provisions of the instrument. Purchases
or sales of financial assets that require delivery of assets within the time frame established by
regulation or convention in the marketplace are recognized on the settlement date.
*SGVFS027774*
- 15 -
Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument or a
component that is a financial liability, are reported as expense or income. Distributions to holders of
financial instruments classified as equity are charged directly to equity net of any related income tax
benefits.
The Group’s financial instruments are classified as AFS financial assets, financial assets at FVPL,
loans and receivables and other financial liabilities.
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.
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.
*SGVFS027774*
- 16 -
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.
‘Day 1’ Difference
Where the transaction price in a non-active market is different to the fair value from other observable
current market transactions in the same instrument or based on a valuation technique whose variables
include only data from observable market, the Group recognizes the difference between the
transaction price and fair value (a ‘Day 1’ difference) in the consolidated statement of income under
“Finance income” and “Finance costs” unless it qualifies for recognition as some other type of asset
or liability. In cases where the valuation technique used is made of data which is not observable, the
difference between the transaction price and model value is only recognized in the consolidated
statement of income when the inputs become observable or when the instrument is derecognized. For
each transaction, the Group determines the appropriate method of recognizing the ‘Day 1’ difference
amount.
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
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.
*SGVFS027774*
- 17 -
After initial measurement, loans and receivables are subsequently measured at amortized cost using
the effective interest method, less allowance for impairment. Amortized cost is calculated by taking
into account any discount or premium on acquisition and fees that are an integral part of the effective
interest rate (EIR) and transaction costs. The amortization is included in “Finance income” in the
consolidated statement of income. The losses arising from impairment of such loans and receivables
are recognized under “Other expenses” 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 is included in
‘Other current assets’ in the consolidated statement of financial position.
After initial measurement, other financial liabilities are subsequently measured at amortized cost
using the effective interest method. Amortized cost is calculated by taking into account any discount
or premium on the issue and fees that are integral parts of the EIR. Any effects of restatement of
foreign currency-denominated liabilities are recognized in the consolidated statement of income.
*SGVFS027774*
- 18 -
Other financial liabilities relate to the consolidated statement of financial position captions,
“Accounts and other payables”, “Liabilities for purchased land”, “Short-term and Long-term debt”
and “Other noncurrent liabilities”.
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.
*SGVFS027774*
- 19 -
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.
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
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 Asset
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial
assets) is derecognized when:
∂ the rights to receive cash flows from the asset have expired;
∂ the Group has transferred its rights to receive cash flows from the asset and either has assumed an
obligation to pay them in full without material delay to a third party under a ‘pass through’
arrangement; or: (a) has transferred substantially all the risks and rewards of the asset, or (b) has
neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset and has neither
transferred nor retained substantially all the risk and rewards of the asset nor transferred control of the
asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the carrying amount of the asset and the maximum amount of consideration that the
Group could be required to repay.
*SGVFS027774*
- 20 -
Financial Liability
A financial liability is derecognized when the obligation under the liability is discharged or canceled
or has expired.
Where 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.
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.
As of December 31, 2017, 2016 and January 1, 2016, the Group’s identified embedded derivatives
consists of prepayment options for the loan agreements that are not required to be bifurcated from the
host instruments as these were assessed to be clearly and closely related to the host contracts.
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
*SGVFS027774*
- 21 -
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.
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.
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.
Materials in Transit
Cost is determined using the specific identification basis.
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 statements 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.
*SGVFS027774*
- 22 -
A 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 non-controlling 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.
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.
After application of the equity method, the Group determines whether it is necessary to recognize an
impairment loss on its investment in its associate or joint venture. At each reporting date, the Group
determines whether there is objective evidence that the investment in the associate or joint venture is
impaired. If there is such evidence, the Group calculates the amount of impairment as the difference
between the recoverable amount of the associate or joint venture and its carrying value, then
recognizes the loss as ‘Equity in net earnings of associates and joint ventures’ in the consolidated
statement of income.
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.
*SGVFS027774*
- 23 -
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 is calculated on a straight-line basis using the following estimated
useful lives (EUL) from the time of acquisition of the investment properties:
Years
Buildings and building improvements 5-20
Condominium units 25
The assets’ residual value, useful life and depreciation and amortization methods 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 properties.
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.
*SGVFS027774*
- 24 -
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’. 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 accurately
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.
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.
*SGVFS027774*
- 25 -
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’ 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.
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 cost.
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.
Depreciation, depletion and amortization of assets commences once the assets are put into operational
use.
*SGVFS027774*
- 26 -
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
Construction equipment, machinery and tools 5-10
Office furniture, fixtures and equipment 3-5
Transportation equipment 4-5
Coal mining equipment 2-13
Nickel mining equipment 2-5
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 recoverable mining reserves of the mine concerned and are written-off if
the property is abandoned.
*SGVFS027774*
- 27 -
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 3 to 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.
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 comprehensive income. During the period of development, the asset is tested for
impairment annually.
The Group has assessed the useful life of the development costs based on the expected usage of the
asset. The useful life of capitalized development costs for clay business is twenty (20) years.
*SGVFS027774*
- 28 -
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
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.
Inventories
NRV tests are performed at least annually and represent the estimated sales price based on prevailing
price at reporting date, less estimated cost necessary to make the sale for coal inventory or
replacement costs for spare parts and supplies. If there is any objective evidence that the inventories
are impaired, impairment losses are recognized in the consolidated statement of income, in those
expense categories consistent with the function of the assets, as being the difference between the cost
and NRV of inventories.
*SGVFS027774*
- 29 -
Other Assets
Other current and noncurrent assets are carried at cost and 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.
Equity
Capital stock is 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.
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 Board of Directors.
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.
Redeemed shares represent own equity instruments which are reacquired and are subsequently retired
by the Group. No gain or loss is recognized in the consolidated statement of income upon retirement
of the own equity instruments. When the assets are retired, the capital stock account is reduced by its
par value and the excess of cost over par value is debited to additional paid-in capital recognized
when the shares were issued and to retained earnings for the remaining balance.
The Parent Company’s retained earnings available for dividend declaration as of December 31,
2017 and 2016 amounted to P
=8,115.40 million and =P4,836.59 million, respectively.
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
*SGVFS027774*
- 30 -
accordance with PAS 39 either in consolidated statement of income or as a change to OCI. If the
contingent consideration is not within the scope of PAS 39, 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 cost being the excess of the aggregate of the consideration
transferred and the amount recognized for NCI 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.
After initial recognition, goodwill is measured at cost 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 twelve 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.
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. Revenue from local and export coal sales are denominated in
Philippine Peso and US Dollar, respectively.
*SGVFS027774*
- 31 -
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 percentage-of-completion 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 percentage-of-completion. 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.
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.
*SGVFS027774*
- 32 -
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 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.
As discussed in Note 2, the Group changed its accounting policy on recognition of revenue and cost
of sales from completed contract method to percentage-of-completion (POC) method. In accordance
with Philippine Interpretations Committee, Q&A 2006-01, the percentage-of-completion method is
used to recognize income from sales of projects where the Group has material obligations under the
sales contract to complete the project after the property is sold, the equitable interest has been
transferred to the buyer, construction is beyond preliminary stage (i.e., engineering, design work,
construction contracts execution, site clearance and preparation, excavation and the building
foundation are finished, and the costs incurred or to be incurred can be measured reliably). Under
this method, revenue is recognized as the related obligations are fulfilled, measured principally on the
basis of the estimated completion of a physical proportion of the contract work.
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.
*SGVFS027774*
- 33 -
Merchandise Sales
Revenue from merchandise sales is recognized upon delivery of the goods to and acceptance by the
buyer and when the risks and rewards are passed on to the buyers.
Dividend Income
Revenue 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
Revenue 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.
Commission Expense
Commission paid to brokers for the services rendered 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. Commission expense is recorded under “Operating expense”
account in the consolidated statement of income.
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.
*SGVFS027774*
- 34 -
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.
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.
The functional currency of ENK Plc. and its subsidiaries, which were sold 2016, is in United States
Dollar. As at reporting date, the assets and liabilities of foreign subsidiaries are translated into the
presentation currency of the Parent Company (the Philippine Peso) at the closing rate as at the
reporting date, and the consolidated statement of income accounts are translated at monthly weighted
average exchange rate. The exchange differences arising on the translation are taken directly to a
separate component of equity under “Cumulative translation adjustment” account.
Upon disposal of ENK Plc. and its subsidiaries, the deferred cumulative amount previously
recognized in OCI is recognized in the consolidated statement of income.
Pension Cost
The Group has a noncontributory defined benefit 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.
*SGVFS027774*
- 35 -
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.
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.
*SGVFS027774*
- 36 -
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at inception date whether the fulfillment of the arrangement is dependent on the use of a
specific asset or assets or 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).
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.
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.
*SGVFS027774*
- 37 -
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.
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
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.
*SGVFS027774*
- 38 -
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 statements 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.
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.
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:
*SGVFS027774*
- 39 -
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.
In 2016, the Group has assessed that it has completed all the activities necessary to commence
commercial operations, including appropriate regulatory approvals, for the Narra and Molave
minesites and has reclassified all the related exploration and evaluation asset to ‘Property, plant and
equipment’ (see Notes 13 and 14).
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
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.
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.
*SGVFS027774*
- 40 -
As of December 31, 2017 and 2016, the Group has ownership interests in the following entities
(collectively called mining entities).
The remaining ownership of the above entities are owned by Atlas Consolidated Mining Corp.
(Atlas), a third party.
As of December 31, 2017 and 2016, ownership interests in URHI and TMM represent 30% and 40%,
respectively but were accounted for as subsidiaries because the Group has established that through
Memorandum of Understanding (MOU) signed with Atlas that the Group has existing rights that give
it the current ability to direct the relevant activities of the investee and it has the ability to use its
power over the investees to affect its returns considering that critical decision making position in
running the mining operations are occupied by the representatives of the Group.
On April 27, 2016, SMPC, a subsidiary, entered into a Joint Venture Agreement (JVA) with Meralco
PowerGen Corporation (Mgen), a wholly owned subsidiary of Meralco. The joint arrangement was
structured through a separate legal entity, SRPGC, an incorporated entity with the purpose of
constructing, owning and operating a 2x350MW sub-critical boiler power plant project and marketing
the power output of the power plant. SMPC accounted for the joint arrangement as a joint venture as
SMPC and Mgen each holds a 50% ownership interest in SRPGC which clearly demonstrates joint
control over SRPGC and the equal representation of SMPC and Mgen in SRPGC’s BOD further
signifies that there should be a unanimous consent between the two parties in order for significant
activities to be undertaken by SRPGC.
a. Mining
Revenue Recognition – Coal
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
coal sales arrangement with its customers includes reductions of invoice price to take into
consideration charges for penalties and upward adjustments due to quality of coal. These price
adjustments may arise from the actual quantity and quality of delivered coal.
There is no assurance that the use of estimates may not result in material adjustments in future
periods. Revenue from coal mining amounted to P =23,489.59 million, =P20,079.46 million and
P
=11,781.83 million in 2017, 2016 and 2015, respectively.
*SGVFS027774*
- 41 -
The carrying values of mining properties and mining rights, included in property, plant and
equipment as presented in the consolidated statements of financial position amounted to
P
=14,431.03 million and =
P13,682.00 million in 2017 and 2016, respectively (see Note 13).
As of December 31, 2017 and 2016, the provision for decommissioning and site rehabilitation for
coal mining activities amounted to P=1,686.54 million and = P1,592.58 million, respectively
(see Note 20). As at December 31, 2017 and 2016, provision for decommissioning and
rehabilitation for the nickel mining activities amounted to P
=21.94 million and =P25.87 million,
respectively (see Note 20).
b. Construction
Revenue Recognition – Construction Contracts
The Group’s construction revenue is based on the percentage-of-completion 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
*SGVFS027774*
- 42 -
latest discussions with customers to include any revisions to the job order sheets and the cost
variance analysis against the supporting details. The percentage-of-completion 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 on-going 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 2017 and 2016. There is no assurance that the use of estimates may not result
in material adjustments in future periods. Revenue from construction contracts amounted to
P
=13,066.38 million, P =13,816.65 million and =
P13,247.38 million in 2017, 2016 and 2015,
respectively.
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 percentage-of-completion
method in determining real estate revenue and costs. The percentage-of-completion 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. The cost of sales is determined based on the
estimated project development costs applied with the respective project’s percentage-of-
completion.
d. Power
Estimating Decommissioning and Site Rehabilitation
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. 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 decommissioning and site
rehabilitation costs are reviewed and updated annually.
As of December 31, 2017 and 2016, the estimated provision for decommissioning and site
rehabilitation amounted to P
=19.27 million and =
P13.71 million, respectively (see Note 20).
*SGVFS027774*
- 43 -
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.
The amount and timing of recorded expenses for any period would differ if the Group made different
judgments or utilized different estimates. An increase in the allowance for doubtful accounts on
receivables would increase recorded operating expenses and decrease total assets.
Estimating Useful Lives of Property, Plant and Equipment (see ‘Estimation of Minable Ore” for the
Discussion of Amortization of 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.
*SGVFS027774*
- 44 -
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 P
=27.83 million, =
P14.32 million
and =
P16.09 million in 2017, 2016 and 2015, respectively (see Notes 13 and 25).
In 2017, the BOD approved the rehabilitation of the Group’s Units 1 and 2 coal-fired thermal power
plant. This resulted to the scheduled replacement of the significant components of the power plant
over the next three years which resulted to the accelerated recording of depreciation expense of
P
=840.08 million during the year. 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 P
=55,701.02 million
and =
P55,751.70 million as of December 31, 2017 and 2016, respectively (see Note 13).
The recoverable amount of the CGUs and nickel mining segment assets have been determined based
on a discounted cash flows (DCF) calculation using cash flow projections from financial budgets
approved by senior management. The projected cash flows have been developed to reflect the
expected mine production over the life of the mine adjusted by the effects of other factors such as,
timing of production, nickel prices and inflation rate. The pre-tax discount rate applied to cash flow
projections is 15.05%. As a result of this analysis, management concluded that the goodwill and
nickel mining segment assets are not impaired.
The calculation of DCF of the CGU is most sensitive to the following assumptions:
(a) Mine production
(b) Discount rates
(c) Nickel prices
(d) Price inflation
(e) Timing of resumption of operations
*SGVFS027774*
- 45 -
of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is
derived from the expected return on investment by the Group’s investors. The cost of debt is based
on the interest-bearing borrowings the Group is obliged to service.
Specific risk is incorporated by applying individual beta factors. The beta factors are evaluated
annually based on publicly available market data. Adjustments to the discount rate are made to factor
in the specific amount and timing of the future tax flows in order to reflect a pre-tax discount rate.
Generally, a higher grade and lower moisture content would yield higher recoverable amount,
otherwise lower which may indicate impairment. The Group expects that the overall price of nickel
ore will improve throughout the life of the mine.
The cashflows prepared by the Group considered various scenarios as to the timing of the resumption
of their operations. Management assessed that the quality of the ore remain the same irrespective of
the timing of extraction.
The sensitivity analysis below shows the reasonably possible changes in key assumptions that would
cause the carrying values of the goodwill plus net assets amounts to exceed the recoverable amounts:
(a) Discount rates: a rise in pre-tax discount rate ranging from 36.77% to 42.05%.
(b) Nickel prices: a decline in SMM ranging from 9.41% to 16.75%.
(c) Price inflation: a general price index inflation increase for specific various cost and expenses
exceeding the range of 3.25% to8.60%.
*SGVFS027774*
- 46 -
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.
As discussed in Note 14, the Group impaired its capitalized development cost for clay business
amounting to =P156.07 million in 2017 as management assessed that the feasibility of putting the clay
production into commercial scale is not feasible. The impairment loss is recorded under ‘Operating
expenses’ in the consolidated statements of comprehensive income.
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 estimates or in the effectiveness of the strategies relating to these
proceedings (see Notes 17 and 37).
*SGVFS027774*
- 47 -
2017 2016
Cash on hand and in banks P
=7,163,678 P7,046,948
=
Cash equivalents 18,160,096 11,691,158
P
=25,323,774 =18,738,106
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 1.10% to 4.10% and 0.13% to
3.00% in 2017 and 2016, respectively.
Total finance income earned on cash in banks and cash equivalents amounted to P
=281.03 million,
P
=229.04 million and =
P170.25 million in 2017, 2016 and 2015, respectively (see Note 26).
On February 2017, the Group entered into a five-year option agreement (until December 2021) with a
retail electricity supplier (RES) with respect to their respective exposure to the Wholesale Electricity
Spot Market (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. The derivative is not
designated as a hedging instrument against the Group’s exposure in the WESM.
Significant inputs to the valuation includes WESM prices ranging from P =2.67 to P
=3.58 per KWH,
Philippine peso to US dollar foreign currency exchange rates ranging from = P43.28 to P=51.80,
consumer price of 137.70 to 151.10 and coal price index of US$48.80 to US$103.44 based on a four-
year historical data and discount rate of 4.92% based on PDST-R2 as of reporting date. The fair
value of the derivative was determined using the market data approach, Monte Carlo simulation
valuation which is categorized within level 3 of the fair value hierarchy.
As of December 31, 2017, the Group recognized derivative asset amounting to P =219.67 million
separately classified under ‘Other current and noncurrent assets’ (see Notes 10 and 14) and recorded
realized and unrealized gain on financial asset at FVPL amounting to P =36.60 million and
P
=219.67 million, respectively, under “Other income” for the year ended December 31, 2017
(see Note 28).
*SGVFS027774*
- 48 -
2017 2016
Quoted securities
Cost at beginning of year P
=52,326 =52,326
P
Additions 2,950 −
Cost at end of year 55,276 52,326
Cumulative unrealized gain recognized in equity 36,301 27,813
Balance at end of year 91,577 80,139
Unquoted securities – at cost
Balance at beginning of year 113,327 110,702
Additions − 3,500
Write-off (1,242) (875)
Balance at end of year 112,085 113,327
Less allowance for probable loss 108,211 108,211
3,874 5,116
P
=95,451 =85,255
P
Quoted securities
The quoted securities include investments in golf and yacht club shares. Movements in the unrealized
gain follow:
2017 2016
Balance at beginning of year P
=27,813 =22,083
P
Changes in fair values of AFS financial assets 8,488 5,730
Balance at end of year P
=36,301 =27,813
P
In 2017, the Group acquired shares of Sta. Elena Golf and Country Estate (Sta. Elena) amounting to
P
=2.95 million.
Unquoted securities
This account consists mainly of investments in various shares of stock in management services and
leisure and recreation entities which are accounted for at cost.
In 2016, the Group acquired additional shares of a leisure and recreation entity for a total price of
P
=3.50 million. The Group has disposed and written off unquoted securities amounting to P =1.24
million and =
P0.88 million in 2017 and 2016, respectively.
*SGVFS027774*
- 49 -
7. Receivables
Trade receivables
Real estate
Real estate receivable consists of accounts collectible in equal monthly principal installments with
various terms up to a maximum of ten (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 2017 and 2016, annual interest rates on
installment contracts receivable range from 9.00% to 19.00%. Interest on real estate receivable
amounted to = P169.13 million, P
=205.92 million and = P288.26 million in 2017, 2016 and 2015,
respectively (see Note 26).
In 2015, 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 =
P3,617.60 million.
The Group retains the assigned receivables in the “real estate receivable” account and records the
proceeds from these sales as loans payable (see Note 19). The carrying value of installment contracts
receivable sold with recourse amounted to = P797.66 million, P=1,310.90 million and = P2,365.57 million
as of December 31, 2017, 2016 and January 1, 2016, respectively. The installment contracts
receivable on a with recourse basis are used as collaterals for the bank loans obtained. The non-
current portion of trade receivable from real estate business is presented as part of ‘Non-current
receivables’ in the consolidated statements of financial position. These portion of the receivables are
expected to be collected beyond one year.
*SGVFS027774*
- 50 -
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.
General construction
General construction receivables principally consist of receivables arising from third-party
construction projects. These receivables are based on progress billings provided to customers over
the period of construction and are normally collected on a 30 to 60 day term. Retention receivable
pertains 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.
Other receivables
Other receivables include the Group’s receivables from JV partners and condominium corporations.
These receivables are noninterest-bearing and are generally collectible within one (1) year from the
reporting date.
Other receivables also 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. The claim
was recognized by the Group as income after the Supreme Court has issued an Entry of Judgement in
favor of the Group (see Notes 28 and 37).
2017
Trade Receivables
General Coal Nickel Electricity
Real Estate Construction Mining Mining Sales Total
At January 1 P
= 537 P
= 82,642 P
= 41,775 P
= 64,917 P
= 1,512,359 P
= 1,702,230
Provision (Note 25) − − 152 2,018 4,145 6,315
Reversal/write-off
(Note 28) − (51,969) − − − (51,969)
At December 31 P
= 537 P
= 30,673 P
= 41,927 P
= 66,935 P
= 1,516,504 P
= 1,656,576
*SGVFS027774*
- 51 -
2016
Trade Receivables
General Coal Nickel Electricity
Real Estate Construction Mining Mining Sales Total
At January 1 P
=537 P
=30,855 P
=65,562 P
=70,933 P
=1,371,942 P
=1,539,829
Provision (Note 25) − 51,787 − − 140,417 192,204
Reversal/write-off
(Note 28) − − (23,787) (6,016) − (29,803)
At December 31 P
=537 P
=82,642 P
=41,775 P
=64,917 P
=1,512,359 P
=1,702,230
The details of the costs, estimated earnings and billings on uncompleted contracts follow:
2017 2016
Total costs incurred P
=28,363,059 =24,676,017
P
Add estimated earnings recognized 5,319,436 2,813,034
33,682,495 27,489,051
Less total billings (including unliquidated advances
from contract owners of = P3,605.65 million in
2017 and = P2,793.99 million in 2016) 35,085,860 28,047,224
(P
=1,403,365) (P
=558,173)
The foregoing balances are reflected in the consolidated statements of financial position under the
following accounts:
2017 2016
Costs and estimated earnings in excess of billings
on uncompleted contracts P
=1,201,589 P
=1,753,204
Billings in excess of costs and estimated earnings
on uncompleted contracts (2,604,954) (2,311,377)
(P
=1,403,365) (P
=558,173)
9. Inventories
*SGVFS027774*
- 52 -
Costs of equipment parts, materials in transit and supplies carried at NRV amounted to
P
=4,881.13 million, =
P3,817.47 million and = P2,920.48 million as of December 31, 2017, 2016 and
January 1, 2016, respectively.
There are no real estate held for sale and development used as collateral or pledged as security to
secure liabilities.
A summary of the movement in real estate held for sale and development is set out below:
(Forward)
*SGVFS027774*
- 53 -
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.
Prepaid commission
This account pertains to commission paid in advance for uncompleted real estate projects.
Refundable deposits
Refundable deposits pertain to bill deposits and guaranty deposits for utilities that will be recovered
within one (1) year.
Prepaid expenses
Prepaid expenses consist mainly of prepayments for rent and insurance.
*SGVFS027774*
- 54 -
Others
Others mainly include deposits for escrow funds which will be recovered within one (1) year.
The details of the Group’s investments in associates and joint ventures follow:
2017 2016
Acquisition cost
Balance at beginning of year P
=489,368 =446,138
P
Additions − 52,385
Disposals − (9,155)
Balance at end of year 489,368 489,368
Accumulated impairment loss
Balance at beginning and end of year (P
=7,828) (P
=7,828)
Accumulated equity in net earnings
Balance at beginning of year 12,277,225 11,019,422
Equity in net earnings 1,694,046 1,926,337
Disposal − (70,019)
Dividends and others (950,819) (598,515)
Balance at end of year 13,020,452 12,277,225
Share in other comprehensive income (loss) (41,391) 2,279
P
=13,460,601 =12,761,044
P
The details of the Group’s equity in the net assets of its associates and joint ventures and the
corresponding percentages of ownership follow:
Percentages of
Ownership Equity in Net Assets
2017 2016 2017 2016
Associates:
Maynilad Water Holding Company, Inc.
(MWHCI) 27.19% 27.19% P
=13,092,078 P
=12,403,749
Subic Water and Sewerage Company, Inc.
(Subic Water) 30.00 30.00 256,913 245,684
Bachy Soletanche Philippines Corporation
(Bachy) 49.00 49.00 43,060 43,060
13,392,051 12,692,493
Joint Ventures:
DMCI-First Balfour Joint Venture (DMFB) 51.00% 51.00% 15,320 15,320
Beta-Micrologic JV Corporation 48.50 48.50 846 846
St. Raphael Power Generation Corporation
(SRPGC) 50.00 50.00 52,384 52,385
68,550 68,551
Total P
=13,460,601 =12,761,044
P
*SGVFS027774*
- 55 -
Unless otherwise indicated, the principal place of business and country of incorporation of the
Group’s investments in associates and joint venture is the Philippines.
The following table summarizes the significant financial information of the associates and joint
ventures that are material to the Group:
2017
MWHCI Subic Water
Statement of financial position
Current assets P11,711,493
= =384,313
P
Noncurrent assets 93,030,619 1,441,426
Current liabilities 16,383,029 261,417
Noncurrent liabilities 35,136,744 290,260
Non-controlling interests 3,039,122 −
Equity attributable to parent company 50,183,217 1,274,062
Proportion of the Group’s ownership 27.19% 30.00%
Equity in net assets of associates 13,644,817 382,219
Less unrealized gains and losses 552,739 125,306
Carrying amount of the investment 13,092,078 256,913
Statement of income
Revenue P20,774,241
= P659,518
=
Costs and expenses 14,281,667 505,420
Net income 6,492,574 154,098
Net income attributable to NCI 465,591 −
Net income attributable to parent company =6,026,983
P =154,098
P
2016
MWHCI Subic Water
Statement of financial position
Current assets P14,048,842
= =365,450
P
Noncurrent assets 84,205,598 1,273,280
Current liabilities 14,329,728 167,083
Noncurrent liabilities 33,899,394 315,316
Non-controlling interests 2,808,422 −
Equity attributable to parent company 47,216,896 1,156,331
Proportion of the Group’s ownership 27.19% 30.00%
Equity in net assets of associates 12,838,274 346,899
Less unrealized gains and losses 434,525 101,215
Carrying amount of the investment 12,403,749 245,684
Statement of income
Revenue P20,223,746
= P640,674
=
Costs and expenses 12,834,223 452,623
Net income 7,389,523 188,051
Net income attributable to NCI 528,533 −
Net income attributable to parent company =6,860,990
P =188,051
P
*SGVFS027774*
- 56 -
The carrying amount of the investment in MWHCI is reduced by unrealized gains and losses 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 2017 and 2016 amounted to =
P111.61 million.
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.
2017 2016
Acquisition cost
Balance at beginning and end of year P
=390,428 =390,428
P
Accumulated equity in net earnings
Balance at beginning of year 12,013,321 10,709,054
Equity in net earnings 1,647,818 1,865,503
Dividends received and other adjustments (959,489) (561,236)
Balance at end of year 12,701,650 12,013,321
P
=13,092,078 =12,403,749
P
Subic Water
On January 22, 1997, PDI 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, the PDI disposed its 915,580 shares of Subic Water with par value of P =10 per share
at =
P190.45 million, net of capital gains tax of P
=20.14 million. This resulted to decrease in Group's
percentage of ownership in the associate from 40% to 30%. The related gain on sale amounting to
P
=131.49 million is included under “Gain on sale of investments” in the “Other Income (Expenses)”
account in the consolidated statements of income.
DMFB
On January 18, 2008, DMCI has entered into a Joint Venture Agreement with First Balfour, Inc. with
51.00% interest. DMFB Joint Venture, an incorporated joint venture, was formed for the construction
of the Light Rail Transit (LRT) Line 1 North Extension Project (the Project). The Project was started
on June 7, 2008 and was completed on October 23, 2010.
*SGVFS027774*
- 57 -
DMCI’s interest in DMFB Joint Venture is a joint arrangement accounted for as joint venture using
the equity method where the carrying amount of the investment is adjusted to reflect the changes in
the net assets of the joint venture from the acquisition date.
The joint venture had no contingent liabilities or capital commitments as of December 31, 2017 and
2016.
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, including facilities to purchase, manufacture, develop or process fuel for the
generation of such electricity; to sell electricity to any person or entity through electricity markets, by
trading, or by contract; to administer, conserve and manage the electricity generated by power-
generating plants, owned by SRPGC or by a third party, to invest in or acquire corporations or entities
engaged in any of the foregoing activities.
On April 27, 2016, SMPC entered into a Joint Venture Agreement (JVA) with Meralco PowerGen
Corporation (MGen), a wholly owned subsidiary of Meralco. MGen obtained 50% ownership interest
on SRPGC through subscription of the remaining unissued capital stock of SRPGC. This resulted to
SMPC’s loss of control on SRPGC effective May 23, 2016. Management assessed that SRPGC is
jointly controlled by SMPC and MGen and accounted for SRPGC as a joint venture. The loss from
loss of control amounted to P
=6.12 million.
On April 28, 2016, SMPC paid the remaining P =9.38 million of the previously subscribed
9.38 million shares of stock with a par value of =
P1.00 per share.
As of December 31, 2017, SRPGC has not yet started commercial operations.
PIDC
PIDC is primarily engaged in the business of construction, development of various infrastructure
projects such as roads, highways, toll roads, freeways, skyways, flyovers, viaducts and interchanges.
On February 19, 2008, PIDC was awarded the contract for the financing, design, construction,
operation and maintenance of the Tarlac-Pangasinan-La Union Expressway (TPLEX).
In 2014, PIDC increased its authorized capital stock. The Parent Company did not subscribe to
additional shares resulting to a dilution of its ownership interest.
On December 19, 2014, the Parent Company as well as its wholly owned subsidiary, DMCI, have
agreed to sell their respective shares in PIDC to Rapid Thoroughfares, Inc. (RTI), subject to
compliance with certain conditions and obtaining certain consents, including, among others, the
consent of the Toll Regulatory Board and the Department of Public Works and Highways, pursuant to
the Toll Concession Agreement dated August 28, 2008. PIDC is the concessionaire of the Tarlac-
Pangasinan-La Union Expressway (TPLEX). The consideration for the sale of shares amounted to
P
=1,758.65 million for the Parent Company and = P68.84 million for DMCI, which totals to
P
=1,827.49 million or = P1,219.40 price per share. In 2014, the Parent Company accordingly received
the deposit of the conditional sale amounting to P=1,758.65 million.
*SGVFS027774*
- 58 -
On September 21, 2015, the sale of investments in PIDC was finalized following approval of the
Department of Trade and Industry (DTI) and Department of Transportation and Communications
(DOTC) on August 27, 2015 consenting on the sale of the investments to RTI. The Group recorded
gain from sale of investments amounting to P=562.73 million presented in “Other Income (Expenses)”
account under the line “Gain on sale of investments”.
2017
Buildings
and Building Condominium
Land Improvements Units Total
Cost
Balances at beginning and end of year P
=21,649 P
=209,498 P
=44,347 P
=275,494
2016
Buildings
and Building Condominium
Land Improvements Units Total
Cost
Balances at beginning of year P
=24,649 P
=263,854 P
=44,347 P
=332,850
Disposals (3,000) − − (3,000)
Reclassifications − (54,356) − (54,356)
Balances at end of year 21,649 209,498 44,347 275,494
Accumulated Depreciation and
Amortization
Balances at beginning of year – 34,351 9,957 44,308
Depreciation and amortization (Note 24) − 20,020 2,025 22,045
Balances at end of year – 54,371 11,982 66,353
Net Book Value P
=21,649 P
=155,127 P
=32,365 P
=209,141
The aggregate fair values of the investment properties as of December 31, 2017 and 2016 amounted
to =
P411.27 million and =
P470.73 million, respectively.
The fair values of investment properties were determined using either the 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 3.10% to 5.70%, exceeds its carrying cost. The fair values of the
investment properties which was arrived at using the market data approach requires the establishment
of comparable property 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 comparable. The properties used as basis of comparison are situated
within the immediate vicinity of the subject property.
*SGVFS027774*
- 59 -
Rental income from investment properties (included under ‘Other income’) amounted to
P
=110.01 million, P=86.60 million and P
=72.26 million in 2017, 2016 and 2015, respectively
(see Note 28). Direct operating expenses (included under ‘Cost of sales and services’ in the
consolidated statements of income) arising from investment properties amounted to
P
=14.90 million, P
=22.15 million and =P8.97 million in 2017, 2016 and 2015, respectively
(see Note 24).
In 2016, the Group sold investment properties at a net gain included under the consolidated
statements of income caption “Other income - net” amounting to = P0.15 million (nil in 2017)
(see Note 28).
There are no investment properties as of December 31, 2017 and 2016 that are pledged as security
against liabilities.
*SGVFS027774*
- 60 -
2017
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 =2,245,464
P =46,783,551
P =26,020,980
P =5,600,848
P =9,419,980
P =658,982
P P642,767
= =221,279
P P2,431,664
= =94,025,515
P
Additions 11,992 1,113,109 4,110,897 − 899,430 64,930 116,833 31,580 1,726,001 8,074,772
Transfers − 1,307,943 45,849 − 13,771 − − − (1,367,563) −
Write-down and disposals (6,070) (3,549,401) (3,607,042) − (1,133,152) (88,553) (144,913) − (2,200) (8,531,331)
Adjustments (Note 20) − − 159,731 (4,044) − − − − − 155,687
Balances at end of year 2,251,386 45,655,202 26,730,415 5,596,804 9,200,029 635,359 614,687 252,859 2,787,902 93,724,643
Accumulated Depreciation,
Depletion and Amortization
Balances at beginning of year 724,132 10,978,481 17,324,454 615,377 7,393,919 620,869 438,216 178,365 − 38,273,813
Depreciation, depletion and
amortization (Notes 24 and 25) 85,183 3,478,628 3,553,199 10,202 940,434 66,741 66,865 45,348 − 8,246,600
Write-down and disposals (1,934) (3,521,198) (3,607,042) − (1,133,152) (88,553) (144,913) − − (8,496,792)
Balances at end of year 807,381 10,935,911 17,270,611 625,579 7,201,201 599,057 360,168 223,713 − 38,023,621
Net Book Value =1,444,005
P =34,719,291
P =9,459,804
P =4,971,225
P =1,998,828
P =36,302
P =254,519
P =29,146
P =2,787,902
P =55,701,022
P
*SGVFS027774*
- 61 -
2016
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 =2,230,514
P =24,989,626
P =18,026,715
P =5,647,655
P =9,521,980
P =616,166
P P535,801
= =207,838
P =20,429,490
P =82,205,785
P
Additions 15,556 883,729 3,048,828 − − 50,063 138,360 13,441 3,374,569 7,524,546
Transfers (Note 14) − 21,292,624 4,967,882 (29,408) (82,699) − − − (21,200,653) 4,947,746
Write-down, transfers and disposals (606) (382,428) (13,675) (16,139) (19,301) (6,194) (31,394) − − (469,737)
Adjustments (Note 20) − − (8,770) (1,260) − (1,053) − − (171,742) (182,825)
Balances at end of year 2,245,464 46,783,551 26,020,980 5,600,848 9,419,980 658,982 642,767 221,279 2,431,664 94,025,515
Accumulated Depreciation,
Depletion and Amortization
Balances at beginning of year 642,312 8,682,807 15,384,832 541,157 6,418,809 563,499 385,764 146,382 − 32,765,562
Depreciation, depletion and
amortization (Notes 24
and 25) 82,426 2,678,081 1,950,123 76,044 994,386 64,615 86,014 31,983 − 5,963,672
Write-down, transfers and disposals (606) (382,407) (10,501) (1,824) (19,276) (7,245) (33,562) − − (455,421)
Balances at end of year 724,132 10,978,481 17,324,454 615,377 7,393,919 620,869 438,216 178,365 − 38,273,813
Net Book Value =1,521,332
P =35,805,070
P =8,696,526
P =4,985,471
P =2,026,061
P =38,113
P =204,551
P =42,914
P =2,431,664
P =55,751,702
P
*SGVFS027774*
- 62 -
In 2017, 2016 and 2015, the Group sold various equipment items at a net gain included under the
consolidated statements of income caption “Other income” amounting to P =144.93 million,
P
=0.24 million and =
P86.16 million, respectively (see Note 28).
In 2017, 2016 and 2015, the Group incurred a loss on write-down of property, plant and equipment
amounting to P
=27.83 million, P
=14.32 million and =P16.09 million, respectively, due to the replacement
of components of power plant and retirement of mining equipment (see Note 25).
The cost of fully depreciated assets that are still in use as of December 31, 2017 and 2016 amounted
to =
P15,067.77 million and =P13,532.38 million, respectively.
Construction in progress
There is a reclassification from construction in progress to power plant and building in the amount of
P
=21,292.62 million for the completion of construction of 2x150MW coal-fired thermal power plant of
SLPGC which started commercial operations on April 1, 2016, 1x15MW power plant of SMPC
which started commercial operations in August 2016, the completion of rehabilitation of the Unit 2
power plant of SCPC last April 2016 and additional diesel generating sets purchased and installed in
other areas of Palawan.
In 2017, there were reclassifications from construction in progress to power plant and building in the
amount of P=1,307.94 million for the ongoing regular rehabilitation of the Group’s coal - fired thermal
power plant.
The capitalized borrowing cost included in the construction in progress account amounted to
P
=112.94 million in 2016 with the average capitalization rate at 4.00%.
As of December 31, 2017 and 2016, coal mining properties included in “Coal Mining Properties and
Equipment” amounted to P
=5,575.86 million and =
P5,183.44 million, respectively.
The following nickel mining rights were acquired through business combination in 2014 and were
recognized at fair value at the date of acquisition (see Note 33).
Acoje project
The project is within the Mineral Production Sharing Agreement (MPSA) No. 191-2004-III which is
located in the Municipalities of Sta. Cruz and Candelaria, Province of Zambales.
Berong project
The project is within the MPSA No. 235-2007-IVB covering a contract area of approximately 288
hectares situated in Barangay Berong, Municipality of Quezon, Province of Palawan.
*SGVFS027774*
- 63 -
As of December 31, 2017 and 2016, nickel mining properties included in “Nickel Mining Properties
and Equipment” amounted to P
=5,509.88 million and P
=5,007.31 million, respectively.
As security for timely payment, discharge, observance and performance of the loan provisions, SCPC
and SLPGC created, established, and constituted in favor of the Security Trustee, for the benefit of all
secured parties, a first ranking real estate and chattel mortgage on present and future real assets and
chattels owned by SCPC and SLPGC. On August 24, 2016, February 24, 2017 and April 12, 2017,
Bank of Philippine Islands (BPI), Banco de Oro Unibank, Inc. (BDO) and Philippine National Bank
(PNB), respectively, approved SCPC’s release of all security arrangements. The carrying values of
these mortgaged assets (SLPGC in 2017, SLPGC and SCPC in 2016) amounted to
P
=17,983.44 million and = P33,131.66 million as of December 31, 2017 and 2016, respectively.
Exploration and evaluation assets are capitalized expenditures that are directly related to the
exploration and evaluation of the area covered by the Group’s nickel and coal mining tenements. As
of December 31, 2017 and 2016, exploration and evaluation asset amounted to P =225.54 million and
P
=224.65 million, respectively.
Nickel
Rollforward of exploration and evaluation asset related to nickel follows:
2017 2016
Balance at beginning of year P
=224,645 =222,977
P
Addition 890 1,668
Balance at end of year P
=225,535 =224,645
P
These costs pertain to exploration activities on various nickel projects mainly in Candelaria and Sta.
Cruz, Zambales and on the Moorsom, Dangla and Longpoint project in Palawan areas that were
covered by related exploration permits granted to the nickel mining entities.
Coal
These costs are related to exploratory drilling and activities in Narra and Molave minesite which has
started the development phases in 2013 and 2016, respectively. In 2016, the cumulative balance of
exploration and evaluation asset for Narra and Molave amounted to = P4,947.75 million. Both mines
started commercial operations in the last quarter of 2016 which resulted to the reclassification of the
cumulative amount of exploration and evaluation asset for coal mining to ‘Coal mining properties and
Equipment’ which is included in ‘Property, plant and equipment’ (see Note 13).
A valuation allowance is provided for unrecoverable exploration and evaluation assets based on the
Group’s assessment of the future prospects of the exploration project. Full provision is made for the
impairment as management assessed that it is no longer probable that such costs are expected to be
recouped through successful exploration and development of the area of interest, or alternatively, by
its sale.
*SGVFS027774*
- 64 -
2017 2016
Deferred input VAT P
=467,825 =1,947,190
P
Claims for refunds and tax credits - net 188,455 183,975
Financial asset at FVPL - net of current
portion (Notes 5 and 36) 137,499 −
Fund for future investment 95,474 95,474
Refundable deposits (Notes 10 and 36) 79,537 88,518
Software cost 77,598 73,893
Prepaid rent (Note 37) 71,788 77,658
Deposit for future investment 41,192 41,192
Security deposits (Note 36) 5,335 5,325
Capitalized development costs for clay business − 156,069
Others 48,914 51,872
P
=1,213,617 =2,721,166
P
On March 21, 2014, a Memorandum of Agreement (MOA) was entered into by the Group and a third
party setting 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 full value of the DevCos is at
US$12.00 million. On the same date, the Group entered into a Deed of Assignment of Shares
wherein 40.00% of DevCos are assigned to the Group. The Group paid an initial amount of
US$0.75 million for the assignment of shares and was drawn from the bank account.
As of December 31, 2017 and 2016, the Group has not yet complied with all the conditions set forth
under the agreement.
*SGVFS027774*
- 65 -
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.
Software cost
Movements in software cost account follow:
2017 2016
Cost
Balance at beginning of year P
=320,550 =278,529
P
Additions 55,632 42,021
Balance at end of year 376,182 320,550
Accumulated Amortization
Balance at beginning of year 246,657 196,106
Amortization (Notes 24 and 25) 51,927 50,551
Balance at end of year 298,584 246,657
Net Book Value P
=77,598 =73,893
P
Prepaid rent
The Group entered into a Land Lease Agreement (LLA) with PSALM for the lease of land in which
the plant is situated for a period of 25 years. The Group paid US$3.19 million or its peso equivalent
of P
=150.57 million as payment for the 25 years of rental (see Note 37). Long-term portion of the
prepaid rent amounted to P =71.79 million and =P76.66 million as of December 31, 2017 and 2016,
respectively.
Security Deposits
Security deposits represent payments to and held by the lessor as security for the faithful and timely
performance by the Group of all its obligations and compliance with all provisions of the equipment
rental agreement (see Note 36). These deposits shall be returned by the lessor to the Group after
deducting any unpaid rental, and/or any other amounts due to the lessor for any damage and expense
incurred to put the vehicle in good working condition.
In 2017, the Group recognized impairment loss amounting to P =156.07 million included under
“Operating expenses” (see Note 25), due to the management’s assessment that the inflow of future
economic benefit from the asset is no longer probable given the current circumstances wherein the
production activities are not yet in commercial capacity.
*SGVFS027774*
- 66 -
2017 2016
Acceptances and trust receipts payable P
=99,226 P45,234
=
Bank loans 971,875 2,575,875
P
=1,071,101 =2,621,109
P
Bank loans
The Group’s bank loans consist of unsecured peso-denominated short-term borrowings from local
banks which bear annual interest ranging from 2.90% to 5.00% and 2.40% to 2.55% in 2017 and
2016, respectively, and are payable on monthly, quarterly and lump sum bases on various maturity
dates within the next 12 months after the reporting date.
The Group’s agreements with local banks contain some or all of the following restrictions relating to,
among others: purchase of issued and outstanding capital stock; disposal of encumbered properties;
change in the ownership or management and nature of its business; dividend declaration and
distribution; guarantees; incurrence of additional liabilities; and merger and consolidation.
During 2017 and 2016, the Group obtained unsecured bridge loans from local banks with total
principal of =
P130.00 million and P
=743.00 million, respectively, subject to prevailing market rates.
Loans obtained in 2017 and 2016 were used primarily for the construction of 3x1.23MW Diesel-Fired
Power Plant in Tacurong City, Sultan Kudarat, 2x4.95MW Bunker-Fired Power Plant in Aborlan,
Palawan, 2x23MW Gas Turbine Plant in Calaca, Batangas and working capital requirements. In
2017 and 2016, interest expense incurred from bank loans amounted to P =29.34 million and
P
=26.74 million, respectively. In 2017 and 2016, interest amounting to = P4.84 million and
=
P14.29 million, respectively, were capitalized as the loans were used for the construction of the power
plants in the aforementioned locations. Capitalization rates are 2.90% to 3.50% and 2.50%,
respectively.
As of December 31, 2017 and 2016, the Group is in compliance with the loan covenants required by
the creditors. Finance costs incurred on bank loans and short-term borrowings, net of capitalized
borrowing cost, amounted to P =228.71 million, =
P421.41 million and =P268.09 million in 2017, 2016
and 2015, respectively (see Note 27).
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.
*SGVFS027774*
- 67 -
The outstanding balance of liabilities for purchased land as of December 31, 2017 and 2016 follow:
2017 2016
Current P
=24,356 =906,622
P
Noncurrent 2,195,790 623,151
P
=2,220,146 =1,529,773
P
Liabilities for purchased land were recorded at fair value at initial recognition. These liabilities for
purchased land 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 3.03% to 4.92% and 2.45% to
4.74% in 2017 and 2016, respectively based on applicable rates for similar types of liabilities.
2017 2016
Balance at beginning of year P
=2,364 P6,880
=
Accretion for the year (Note 27) (1,551) (4,516)
Balance at end of year P
=813 =2,364
P
Accretion amounting to P
=1.55 million, P=4.52 million and P
=3.50 million are recorded as finance costs
in 2017, 2016 and 2015, respectively (see Note 27).
*SGVFS027774*
- 68 -
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. These are noninterest-bearing and are normally settled on 15 to 60 day credit
terms.
Other payables
Other payables include payables to nickel mine rights owner and marketing agents and retention
payable on contract payments. Payables to nickel mine rights owner and marketing agents are
noninterest-bearing and are normally settled within one (1) year. 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.
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.
Refundable deposits
Refundable deposits consist of deposits which are refundable due to cancellation of sales as well as
deposits made by unit owners upon turnover of the unit which will be remitted to its utility provider.
*SGVFS027774*
- 69 -
2017 2016
Bank loans P
=38,437,581 =34,264,260
P
Less current portion of bank loans 4,626,407 3,193,487
Noncurrent portion P
=33,811,174 =31,070,773
P
*SGVFS027774*
- 70 -
Peso loan 2 2017 1,400.00 − 2020 Floating rate to be Interest payable every Current Ratio not less than 1:1 and
repriced every 3 3 months, principal to be paid on maturity date Debt-Equity Ratio not to exceed
months based on 3- 2:1
months "PDST-R2"
plus a spread of one
percent (0.5%)
Peso loan 3 2017 750.00 − 2020 Floating rate to be repriced Interest payable every None
every 3 months 3 months, principal to be paid on maturity date
Dollar loan 1 2016 1,350.97 1,345.29 2019 Floating rate to be Interest payable every Current Ratio not less than 1:1 and
repriced every 3 3 months, principal to be paid on maturity date Debt-Equity Ratio not to exceed
months based on 3- 2:1
months LIBOR plus a
spread of 0.86%
Dollar loan 2 2015 1,196.01 1,319.64 2018 Floating rate to be Interest payable every None
repriced every 3 3 months, principal to be paid on maturity date
months
Dollar loan 3 2016 856.98 853.38 2019 Floating rate to be Interest payable every Debt Service Coverage Ratio not
repriced every 3 3 months, principal to be paid on maturity date less than 1:1 and Debt-Equity Ratio
months based on 3- not to exceed 2:1
months LIBOR plus a
spread of 0.86%
SLPGC
Mortgage payable Various loan 7,647.96 9,343.56 Various quarterly PDST-F + Spread or BSP The principal amount shall be paid in twenty- 67% of issued and outstanding shares
drawdowns from maturities starting 2015 Overnight Rate, seven equal consecutive quarterly installments of SLPGC owned by SMPC
2012 to 2015 until 2022 whichever is higher commencing on the fourteenth quarter from the
initial borrowing date (February 4, 2012). Final Financial Covenants:
repayment date is ten (10) years after initial Debt-Equity Ratio not exceeding
borrowing. 2:1
(Forward)
*SGVFS027774*
- 71 -
SCPC
Mortgage payable 2010 =
P− =
P127.88 Various quarterly PDST-F benchmark yield Payable in twenty-five (25) equal consecutive Monies in the Collateral Accounts,
maturities starting 2011 for 3-month treasury quarterly installments commencing on the supply receivables, proceeds of
until 2017 securities + 1.75%. twelfth month from initial borrowing date. asset and business continuity
Starting August 2015, insurance obtained by SCPC,
PDST-R2 + 1.95% project agreements, first-ranking
mortgage on present and future real
assets and first-ranking chattel
mortgage with carrying value of
=
P14.93 billion as of December 31,
2016 (Note 13). As of December
31, 2017, BDO, BPI and PNB
approved SCPC’s release of all
security arrangements.
Promissory Notes 2017 2,985.06 − Various quarterly 4.90% p.a. The principal amount shall be payable in sixteen Financial Covenants:
maturities starting 2021 (16) equal consecutive quarterly installments Debt-Equity Ratio not exceeding
until 2024 commencing on the thirty-ninth month from the 2:1
initial borrowing date. Final repayment date is
seven (7) years after initial borrowing.
Wire Rope
Loans payable Various 0.27 0.82 July 7, 2018 8.97% to 15.16% Payable upon maturity of the loans. Unsecured
Loans payable Various 1.54 − Various maturities from 8.97% Payable upon maturity of the loans. Unsecured
2018 to 2020
Beta Electric
Loans payable Various 2.66 3.99 Various monthly 8.68%-10.25% Payable in equal monthly installments starting Transportation equipment with total
maturities starting 2010 April 2010 up to September 2020, carrying value of P
=3.44 million and
to 2020 =
P6.12 million as of December 31,
2017 and 2016, respectively, were
pledged as collateral to secure Beta
Electric’s loans payable.
BNC
Loans payable 2015 165.52 329.64 May 21, 2018 5.04% p.a. 50% to be paid 2 years from initial drawdown date Unsecured; Financial Covenants
and remaining 50% to be paid 3 yrs from initial customary for transactions of
drawdown date similar nature to be determined and
mutually agreed upon between
BNC and the Lender.
DMCI
Long- term debt 2014 − 499.24 Various quarterly 3.33% stated interest per Payable in eight equal quarterly amortization Unsecured; no covenant
maturities starting 2016 quarter commencing at the end of the 5th quarter from
until 2017 initial drawdown.
(Forward)
*SGVFS027774*
- 72 -
PDI
Fixed rate corporate notes Various tranche from P
= 18,676.61 =
P16,298.69 Various maturities from PDST-F Issue Date and Payments shall be based on aggregate percentage Unsecured; Financial Covenants:
2012 to 2017 2016 to 2023 ending three (3) of issue amount of each series equally divided Debt-Equity Ratio not exceeding
months after such Issue over applicable quarters (4th/7th to 27th quarter) 3.2 times, for the =
P10 billion notes.
Date, and every three and the balance payable at maturity. Current ratio is at least 1.75 times.
(3) months thereafter.
Initially, PDST-F
benchmark for 5-yr
treasury securities +
1.25%, PDST-R2
issued date for 5-year
and 7-year treasury
securities + 1.50%
Agreement to purchase Various 797.66 1,310.90 Various 5.09%-8.17% p.a. Payable in equal and continuous monthly Real estate receivables with carrying
receivables (with recourse) payments not exceeding 120 days commencing value of =P0.80 billion and P
=1.31
one (1) month from date of execution. billion in 2017 and 2016,
respectively
(Note 7).
HomeSaver Bonds 2015 and 2017 768.84 731.23 Various maturities from 4.5%-5% p.a. Trache A, C, D, and F are payable 3 years from Unsecured; Financial Covenants:
2018 to 2023 the initial issue date; Tranche B, E and G is Debt-Equity Ratio not exceeding
payable 5 years from the initial issue date. 3.2 times. Current ratio is at least
1.75 times.
38,437.58 34,264.26
Less current portion 4,626.41 3,193.49
Long-term debt, net of current portion P
= 33,811.17 =
P31,070.77
*SGVFS027774*
- 73 -
SMPC
The remaining borrowing facility that can be drawn as of December 31, 2017 and 2016 amounts to
P
=11,300.00 million and =
P7,900.00 million, respectively.
Interest expenses on long-term debt, net of capitalized interest, recognized under ‘Finance cost’
amounted to = P196.72 million, P
=128.85 million and = P44.09 million in 2017, 2016 and 2015,
respectively.
The maturities of long-term debt at nominal values as of December 31, 2017 and 2016 follow:
2017 2016
Due in:
2018 P
=1,852,257 =1,319,641
P
2019 2,732,953 2,198,666
2020 2,675,000 2,100,000
2021 131,250 −
P
=7,391,460 =5,618,307
P
All bank loans are clean and are compliant with loan covenants.
SLPGC
On February 4, 2012, SLPGC entered into an P =11.50 billion Omnibus Agreement with Banco de Oro
Unibank (BDO), Bank of the Philippine Island (BPI) and China Banking Corporation (CBC) as
Lenders. 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.
Amount
BDO Unibank =6,000,000
P
BPI 3,000,000
CBC 2,500,000
=11,500,000
P
a. Interest: At applicable interest rate (PDST-F + Spread or BSP Overnight Rate, whichever is
higher). Such interest shall accrue from and including the first day of each interest period up to
the last day of such interest period. The Facility Agent shall notify all the Lenders of any
adjustment in an interest payment date at least three banking days prior to the adjusted interest
payment date.
b. Repayment: The principal amount shall be paid in twenty-seven equal consecutive quarterly
installments commencing on the fourteenth quarter from the initial borrowing date. Final
repayment date is ten (10) years after initial borrowing.
The loan had its first drawdown schedule on May 24, 2012 amounting to = P550.00 million.In 2013,
second and third drawdowns were made which amounted to P =5.15 billion. In 2014, fourth to seventh
drawdowns were made which amounted to P =4.79 billion. In 2015, the eighth and final drawdown
was made amounting to = P1.01 billion, bringing the total to =
P11.50 billion. As of December 31, 2017
and 2016, outstanding loan payable is P =7.65 billion and =P9.34 billion, respectively.
*SGVFS027774*
- 74 -
2017 2016
Balance at beginning of year P
=26,811 P36,959
=
Amortization (Note 27) (8,099) (10,148)
Balance at end of year P
=18,712 =26,811
P
In 2017, 2016 and 2015, SLPGC incurred interest expense on long-term debt (net of capitalized
borrowing cost) amounting to P
=295.73 million, P
=272.38 million and nil, respectively (see Note 27).
In addition to the pledging of SLPGC shares, the mortgage payable by SLPGC provides, certain
restrictions and requirements with respect to, among others, maintain and preserve its corporate
existence, comply with all of its material obligations under the project agreements, maintain at each
testing date a Debt-to-Equity ratio not exceeding two times, grant loans or make advances and
disposal of major property. These restrictions and requirements were complied with by SLPGC as of
December 31, 2017 and 2016.
A provision in the loan indicates that the borrower shall pay to the lenders, a commitment fee
equivalent to one-half (1/2%) per annum of any portion of a scheduled drawdown amount that
remains undrawn after the lapse of the relevant scheduled drawdown month. In 2015, SLPGC has
paid commitment fee amounting to P =1.31 million and this was recognized under the “Finance costs”
account in the consolidated statements of income (see Note 27).
The remaining borrowing facility that can be drawn as of December 31, 2017 and 2016 amounts to
P
=1,100.00 million.
SCPC
On May 20, 2010, the Company entered into a P =9,600.00 million Omnibus Loan Security Agreement
(“the Omnibus Agreement”) with Banco de Oro Unibank, Inc. (BDO), Bank of Philippine Islands
(BPI) and Philippine National Bank (PNB) as Lenders, SMPC as Pledgor, BDO Capital and
Investment Corporation as Lead Arranger and Sole Bookrunner, BPI Capital Corporation and PNB
Capital and Investment Corp. as Co-Arrangers, and BDO Unibank, Inc.-Trust and Investments Group
as Security Trustee, Facility Agent, Registrar and Paying Agent. On May 30, 2017, SCPC has paid
the last amortization of the Omnibus Agreement.
The Omnibus Agreement was entered into to finance the remaining balance of the purchase price of
the Power Plant pursuant to the Asset Purchase Agreement (APA) and permanent working capital
requirements of SCPC.
The loan was collateralized by all monies in the Collateral Accounts, supply receivables, proceeds of
any asset and business continuity insurance obtained by the Company, project agreements, first-
ranking mortgage on present and future real assets and first-ranking chattel mortgage on present and
future chattels with carrying value of P
=14.93 billion as of December 31, 2016 (see Note 13). Further,
67% of issued and outstanding shares of SCPC owned by SMPC were also pledged on this loan. On
August 24, 2016, February 24, 2017 and April 12, 2017, Bank of Philippine Islands (BPI), Banco de
Oro Unibank, Inc. (BDO) and Philippine National Bank (PNB), respectively, approved SCPC’s
release of all security arrangements.
*SGVFS027774*
- 75 -
Amount
BDO Unibank =6,000,000
P
BPI 2,000,000
PNB 1,600,000
=9,600,000
P
a. Interest: At a floating rate per annum equivalent to the three (3) months Philippine Dealing
System Treasury-Fixing (PDST-F) benchmark yield for treasury securities as published on the
PDEx page of Bloomberg (or such successor electronic service provider) at approximately
11:30a.m. (Manila Time) on the banking day immediately preceding the date of initial borrowing
or start of each interest period, as applicable, plus a spread of 175 basis points. Starting August
2015 amortization, interest is at floating rate per annum equivalent to three (3) months Philippine
Dealing System Treasury Reference Rate PM (PDST-R2), plus a spread of 195 basis points.
b. Repayment: The principal amount shall be payable in twenty-five (25) equal consecutive
quarterly installments commencing on the twelfth month from the initial borrowing date. Final
repayment date is seven (7) years after initial borrowing. The loan may be prepaid voluntarily
provided the conditions in the Omnibus Agreement are satisfied. On February 29, 2016, the
Company prepaid the long-term debt amounting to P =1.60 billion.
On December 22, 2017, the SCPC entered into a P =3,000.00 million interest bearing Promissory Note
with BDO Unibank, Inc. Interest is payable every three months at a fixed annual interest rate of 4.9%
per annum. The principal amount shall be payable in sixteen (16) equal consecutive quarterly
installments commencing on the thirty-ninth month from the initial borrowing date. Final repayment
date is seven (7) years after initial borrowing.
2017 2016
Balance at beginning of year P
=120 =6,241
P
Addition 15,000 −
Amortization (Note 27) (184) (6,121)
Balance at end of year P
=14,936 =120
P
Amortization of deferred financing cost recognized under “Finance cost” account in the consolidated
statements of income amounted to P=0.18 million, =
P6.12 million and =
P10.95 million in 2017, 2016 and
2015, respectively (see Note 27).
In 2017, 2016 and 2015, SCPC incurred interest expense on long-term debt amounting to
P
=1.53 million, P
=22.15 million and =
P124.49 million, respectively (see Note 27).
*SGVFS027774*
- 76 -
The remaining borrowing facility that can be drawn as of December 31, 2017 and 2016 amounts to
10,000.00 million and =
P6,200.00 million, respectively.
Loans payable
Wire Rope
Loans payable represents unsecured loans from local banks bearing annual interests of 8.97% and
8.97% to 15.16% in 2017 and 2016, respectively. Wire Rope availed of additional loans amounting
to =
P1.54 million in 2017. It made payments to the loans amounting to P
=0.55 million and
P
=0.67 million in 2017 and 2016, respectively. Wire Rope has no debt covenants to be complied with.
Beta Electric
Long-term debt represents peso-denominated long-term borrowings from local banks which bear
interest ranging from 8.68% to 10.25% per annum in 2017 and 2016, and are payable in equal
monthly installments starting April 2010 up to September 2020. The loans are secured by a chattel
mortgage for the whole amount of Beta Electric’s transportation equipment purchased using the
proceeds of these loans.
As of December 31, 2017 and 2016, the outstanding balance from loans amounted to P
=2.66 million
and =
P3.99 million, respectively.
BNC
On May 20, 2015, BNC obtained long-term loan from Banco de Oro Universal Bank, Inc. amounting
to US$6.63 million bearing an annual interest rate of 5.04% and of which interest expense are paid
quarterly. The loan amounted to P=165.52 million and =P329.64 million as at December 31, 2017 and
2016, respectively, and will mature on May 21, 2018.
BNC shall maintain financial covenants customary for transactions of similar nature, including but
not limited to Debt Service Coverage Ratios (historical and prospective) and Debt-to-Equity Ratios,
to be determined and mutually agreed upon between BNC and the Lender. As of December 31, 2017
and 2016, BNC has complied with the debt covenants.
DMCI
On December 29, 2014, DMCI entered into an unsecured P =1 billion Term Loan Agreement with
Banco De Oro (BDO) as lender. The loan was fully drawn by DMCI on the same date. The agreement
was entered into to partially refinance the purchase of machineries and equipment and refinance
existing short-term loan.
The stated interest rate is 3.33% and the principal amount shall be paid in eight (8) equal quarterly
amortization commencing at the end of the 5th quarter from initial drawdown.
As of December 31, 2017 and 2016, outstanding loan payable amounts to nil and =
P499.24 million,
respectively.
*SGVFS027774*
- 77 -
PDI
Fixed rate corporate notes
In December 2015, PDI signed corporate notes facility agreement on the issuance peso-denominated
notes in the aggregate amount of = P10,000.00 million with local banks. Proceeds of the notes facility
will be used to fund its capitalization of real estate properties, fund its project development costs,
refinance its existing indebtedness and fund other general corporate purposes.
The note is issued in registered form in the minimum denominations of P =75.00 million and multiples
of P
=25.00 million each. Corporate notes shall bear interest from Tranche 1 and 2 PDST-R2 Issue
Date and ending 3 months after such Issue Date and every 3 months thereafter. The interest rate shall
initially be the PDST-R2 rate for five-year (Tranche 1) and seven-year (Tranche 2) treasury securities
on banking day immediately preceding an Issue Date plus the Margin (150 basis points) for each of
the Tranche, gross any applicable withholding taxes. Interest is payable quarterly.
In October 2012, PDI signed corporate notes facility agreement on the issuance of 7-year peso
denominated notes in the aggregate amount of P =10,000.00 million with local banks. Proceeds of the
notes facility were used to fund land acquisition, general operations and project development and
construction.
*SGVFS027774*
- 78 -
The notes were issued in three (3) tranches and payments were made in each tranche are as follows:
Quarter from Issue Based on aggregate % of issue amount of each Series (Equally
Date divided over the applicable quarters)
7th to 10th Quarter 2%
11th to 14th Quarter 4%
15th to 18th Quarter 5%
19th to 27th Quarter 12%
Final Maturity 77%
Total 100%
Tranche 1 of the =
P10,000.00 million Series C was issued on October 31, 2012 in the aggregate
amount principal amount of =P1,000.00 million. Tranche 2 (Series D) and 3 (Series E) were issued on
April 10, 2013 and July 30, 2013 in the aggregate principal amount of P
=4,000.00 million and
=
P5,000.00 million, respectively.
The note is issued in registered form in the minimum denominations of P =100.00 million and multiples
of P
=10.00 million each. Corporate notes shall bear interest from PDST-F Issue Date ending 3 months
after such Issue Date, and every 3 months thereafter. The interest rate shall initially be the PDST-F
rate for seven-year treasury securities on banking day immediately preceding an Issue Date plus the
Margin (125 basis points) for each of the Tranche, gross any applicable withholding taxes. Interest is
payable quarterly.
In January 2011, the PDI signed a corporate notes facility agreement with local banks relating on the
issuance of 5-year peso denominated notes in the aggregate amount of P =5,000.00 million. Proceeds
of the said notes facility will be used to fund land acquisition, general operations and project
development and construction. The notes have been issued in two (2) tranches, redeemable in full at
the end of third year following the issue date of the second tranche note. Payments shall be made in
each tranche is equal to 1% every year from the issue date and the balance payable at maturity.
Tranche 1 (Series A) of =
P5,000.00 million corporate notes was issued on January 28, 2011, in the
aggregate principal amount of =
P2,000.00 million while Tranche 2 (Series B) was issued on
March 17, 2011, in the aggregate principal amount of P
=3,000.00 million. They were issued in
registered form in the minimum denominations of P=100.00 million and multiples of P
=10.00 million
each. As of December 31, 2016, Tranche 1 (Series A) and Tranche 2 (Series B) has been fully paid.
Corporate notes shall bear interest from Tranche 1 and 2 PDST-F Issue Date and ending three (3)
months after such issue date, and every three (3) months thereafter. The interest rate shall initially be
the PDST-F benchmark yield for five-year treasury securities (Base Rate) on banking day
immediately preceding an issue date plus the margin (125 basis points) for each of the Tranche, gross
of any applicable withholding taxes. Interest is payable quarterly.
Unamortized debt issuance costs included in fixed rate corporate notes as of December 31, 2017 and
2016 amounted to P
=109.22 million and =P116.31 million, respectively.
*SGVFS027774*
- 79 -
2017 2016
Balance at beginning of year P
=116,305 =117,405
P
Availments 23,025 25,000
Amortization of debt issue cost (Note 27) (30,106) (26,100)
Balance at end of year P
=109,224 =116,305
P
In 2017 and 2016, interest expense incurred and capitalized interest related to long-term debt
amounted to =P1,149.90 million and =P1,082.95 million and P=1,032.98 million and P =770.70 million,
respectively. The average capitalization rates used are 5.87% and 5.44% of the average expenditures
in 2017 and 2016, respectively.
The =P10,000.00 million and = P5,000.00 million corporate notes facility agreement requires the Group
to ensure that debt-to-equity ratio will not exceed 3.2 times and 2.0 times, respectively, and current
ratio is at least 1.75 times. As of December 31, 2017 and 2016, the Group is fully compliant with
these requirements.
As of December 31, 2017 and 2016, corporate notes recognized are unsecured.
HomeSaver bonds
On November 16, 2015 (Initial Issue Date), PDI offered and issued to the public deferred coupon-
paying HomeSaver Bonds (the Bonds) in an aggregate principal amount of P =1,000.00 million with an
initial offering of =
P500.00 million for working capital and other general corporate purposes, such as
marketing and administrative expenses.
The first issuance of bonds were offered through three investment options, namely, Tranche A,
Tranche B and Tranche C. Details are as follows:
*SGVFS027774*
- 80 -
On March 21, 2016, PDI offered and issued the second bonds of up to P
=500.00 million to the public
through four (4) investment options, namely, Tranche D, Tranche E, Tranche F, and Tranche G.
Details are as follows:
As of December 31, 2017 and 2016, the aggregate HomeSaver Bonds issued amounted to
P
=768.84 million and =
P731.23 million, respectively. The remaining unissued bonds amounted to
P
=231.15 million and =
P268.77 million as of December 31, 2017 and 2016, respectively.
Management assessed that the Group has complied with all covenants required by the creditors of the
above long-term debts.
2017 2016
Provision for decommissioning and site
rehabilitation (Note 13) P
=1,727,750 P
=1,632,162
Noncurrent trade and other payables (Note 17) 557,874 1,119,572
P
=2,285,624 =2,751,734
P
*SGVFS027774*
- 81 -
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.
Provision for decommissioning and site rehabilitation also includes cost of rehabilitation of the
Group’s power plant and nickel ore mine sites. Segment breakdown of provision for provision for
decommissioning and site rehabilitation follows:
2017 2016
Coal P
=1,686,536 =1,592,574
P
Nickel 21,948 25,875
On-grid power 19,266 13,713
P
=1,727,750 =1,632,162
P
The rollforward analysis of the provision for decommissioning and site rehabilitation account
follows:
2017 2016
Balance at beginning of year P
=1,632,162 =539,703
P
Additions (Note 24) 147,270 1,089,423
Effect of change in estimates (Note 13) 155,687 (10,030)
Actual usage (293,107) (12,868)
Accretion of interest (Note 27) 85,738 25,934
Balance at end of year P
=1,727,750 =1,632,162
P
The addition of =P1,089.42 million in 2016 pertains to a significant change in rehabilitation plan of
Panian mine pit. The previous plan includes partial backfilling of open areas while portion will be
converted into a lake. In 2016, the rehabilitation plan of Panian minepit was changed, such that the
entire open pit will be covered with overburden from Narra and Molave mine pits. The addition of
P
=147.27 million in 2017 pertains to a significant change in the timing of the rehabilitation plan of
Panian mine pit. The previous plan to complete backfilling of Panian minepit for nine (9) years was
accelerated into two (2) years, such that the entire open pit will be covered with overburden from
Narra and Molave mine pits. The additional costs represent the incremental cost of moving the
overburden from Narra and Molave pits, while the effect of change in estimate is due to the updating
of discount rate and inflation rate (see Note 24).
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.
*SGVFS027774*
- 82 -
Transactions entered into by the Group with other related parties are at arm’s length and have terms
similar to the transactions entered into with third parties. These are settled in cash, unless otherwise
specified. The ‘Other related parties’ are entities under common control. In the regular course of
business, the Group’s significant transactions with ‘Other related parties’ include the following:
2017
Reference Due from (Due to) Amount / Volume
Affiliates
Receivable from related parties (Note 7)
Construction contracts (a) P
=42,972 P
=2,105
Receivable from affiliates (b) 58,976 5,078
Equipment rentals (c) 16,214 −
Payroll processing (d) 23,352 7,459
Sale of materials and reimbursement of shared
and operating expenses (e) 11,484 8,902
P
=152,998
Payable to related parties (Note 17)
Payable to affiliates (f) (P
=20,729) P=32
Mine exploration, coal handling and hauling services (g) (209,739) 64,800
Labor charges (o) (1,500) −
Equipment rental expenses (h) (2,325) −
Other general and administrative expense (i) (847) −
Office and parking rental (k) (74,975) 64,983
Arrastre and cargo services (l) (1,723) 6
Nickel delivery (n) (P
=3,140) P
=−
Construction contracts (a) (24,563) −
Purchases of office supplies and refreshments (m) (2) −
(P
=339,543)
2016
Reference Due from(Due to) Amount / Volume
Affiliates
Receivable from related parties (Note 7)
Construction contracts (a) P
=40,867 P
=11,072
Receivable from affiliates (b) 53,898 −
Equipment rentals (c) 17,374 17,374
Payroll processing (d) 15,893 539
Sale of materials and reimbursement of shared
and operating expenses (e) 2,582 2,582
P
=130,614
Payable to related parties (Note 17)
Payable to affiliates (f) (P
=26,003) P
=6,905
Mine exploration, coal handling and hauling services (g) (847,609) 2,034,138
Labor charges (o) (42,331) −
Equipment rental expenses (h) (32,479) 10,277
Other general and administrative expense (i) (12,895) 6,005
Aviation services (j) (12,725) −
Office and parking rental (k) (2,477) 8,486
Arrastre and cargo services (l) (1,666) 1,906
Nickel delivery (n) (844) 844
Construction contracts (a) (342) 876
Purchases of office supplies and refreshments (m) (2) −
(P
=979,373)
(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
=
P42.97 million and =
P40.87 million as of December 31, 2017 and 2016, respectively.
*SGVFS027774*
- 83 -
(b) The Group has outstanding receivable from its affiliates amounting to P
=58.98 million and
=
P53.90 million as of December 31, 2017 and 2016, respectively. This mainly pertains to the sale
of investment in 2014 which remain uncollected to date.
(c) The Group rents out its equipment to its affiliates for their construction projects. Outstanding
receivables from equipment rentals amounted to P =16.21 million and = P17.37 million as of
December 31, 2017 and 2016, respectively.
(d) The Group processes the payroll of its affiliates and charges Electronic Data Processing (EDP)
expenses. Total outstanding EDP charges to the related parties under common control amounted
to =
P23.35 million and =
P15.89 million as of December 31, 2017 and 2016, respectively.
(e) The Group paid for the contracted services, material issuances, rental expenses and other supplies
of its affiliates. The outstanding balance from its affiliates included under “Receivable from
related parties” amounted to P =11.48 million and =
P2.58 million as of December 31, 2017 and 2016,
respectively.
(f) The Group has outstanding payable to affiliates amounting to P =20.73 million and
=
P26.00 million as at December 31, 2017 and 2016, respectively. This mainly pertains to
receivables collected by the Group in behalf of the affiliates.
(g) An affiliate had transactions with the Group for services rendered relating to the Group’s coal
operations. These include services for the confirmatory drilling for coal reserve and evaluation of
identified potential areas, exploratory drilling of other minerals within the Island, dewatering well
drilling along cut-off wall of Panian mine and fresh water well drilling for industrial and domestic
supply under an agreement.
The affiliate also provides to the Group marine vessels for use in the delivery of coal to its various
customers. The coal freight billing is on a per metric ton basis plus demurrage charges when delay
will be incurred in the loading and unloading of coal cargoes. The outstanding payable of the
Group amounted to P =209.74 million and P=847.61 million as of December 31, 2017 and 2016,
respectively.
(h) The Group rents from its affiliate construction equipment for use in the Group’s construction
projects. The outstanding payable lodged under “Payable to related parties” amounted to
=
P2.32 million and =P32.48 million as of December 31, 2017 and 2016, respectively.
(i) A shareholder of the Group, provided maintenance of the Group’s accounting system, Navision,
which is used by some of the Group’s subsidiaries to which related expenses are included under
“Miscellaneous” of “Operating expenses”. Outstanding payable of the Group recorded under
“Payable to related parties” amounted to =
P0.85 million and =
P12.90 million as of December 31,
2017 and 2016, 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 to the affiliate amounted to nil and P
=12.73 million as of December 31 2017
and 2016.
*SGVFS027774*
- 84 -
(k) An affiliate had transactions with the Group for space rental to which related expenses are
included in operating expenses under “Operating expenses” in the consolidated statements of
income (see Notes 25 and 37). Outstanding payable amounted to P =74.98 million and
=
P2.48 million as at December 31, 2017 and 2016, respectively.
(l) In 2017 and 2016, an affiliate had transactions with the Group for shipsiding services. The
outstanding balance to the affiliate amounting to P=1.72 million and =
P1.67 million is lodged under
“Payable to related parties” in the consolidated statements of financial position as of December 31,
2017 and 2016, respectively.
(m) In 2017 and 2016, the Group engaged its affiliates to supply various raw materials, office supplies
and refreshments. The outstanding balance to its affiliates is lodged in the "Payable to related
parties" as of December 31, 2017 and 2016, 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
=
P3.14 million and =P0.84 million as of December 2017 and 2016, respectively.
(o) Payable to affiliate pertains to labor charges incurred by the Group, which are initially paid by the
affiliate in behalf of the Group. The outstanding payable to the affiliate is recorded in “Other
accounts payable” amounted to = P1.50 million and =
P42.33 million as of December 2017 and 2016,
respectively.
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.
*SGVFS027774*
- 85 -
22. Equity
Capital Stock
As of December 31, 2017 and 2016, the Parent Company’s capital stock consists of:
Shares Amount
Preferred stock - P
=1 par value
Authorized: 100,000 =100,000
P
Issued and outstanding:
Balance at beginning and end of year 4 =4
P
Common stock - P =1 par value
Authorized: 19,900,000 =19,900,000
P
Issued and outstanding:
Balance at beginning and end of year 13,277,470 =13,277,470
P
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.
On December 18, 1995, the Parent Company launched its Initial Public Offering where a total of 1.13
billion common shares were offered at an offering price of P
=9.12 per share.
Below is the summary of the Parent Company’s track record of registration of securities with the SEC
as of December 31, 2017:
Number of Shares
Registered Number of holders of
Year (in billions) securities as of year end
December 31, 2015 13.28 702
Add/(Deduct) Movement − (4)
December 31, 2016 13.28 698
Add/(Deduct) Movement − 3
December 31, 2017 13.28 701
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, 2017 and 2016
amounted to =
P8,115.40 million and P
=4,836.59 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.
*SGVFS027774*
- 86 -
Dividend declaration
The Parent Company’s BOD approved the declaration of cash dividends in favor of all its
stockholders as follows:
On August 5, 2014, the stockholders of the Parent Company approved the 400% stock dividends
amounting to P =10,621.98 million, divided into 10,621.98 million shares at the par value of P
=1.00 per
share, or four (4) common shares for every one common share held, from the unrestricted retained
earnings of the Parent Company as of December 31, 2013, and to be issued from the increase in the
authorized capital stock of the Parent Company. On September 18, 2014, Securities and Exchange
Commission approved and fixed the record date on October 17, 2014. The stock transaction cost paid
in 2014 amounted to = P92.92 million which is netted against the ‘Additional Paid-in Capital’ in the
consolidated statements of changes in equity.
On various dates in 2017, 2016 and 2015, partially owned subsidiaries of the Group declared
dividends amounting to P=10,652.86 million and =P4,281.44 million and =P5,615.00 million,
respectively, of which dividends to non-controlling interest amounted to P
=4,604.86 million,
P
=1,841.12 million, =
P2,213.94 million, respectively.
The unappropriated retained earnings include accumulated equity in undistributed net earnings of
consolidated subsidiaries, associates and jointly controlled entities accounted for under equity method
of P
=36,531.75 million and = P25,966.31 million as of December 31, 2017 and 2016, respectively.
These are not available for dividend declaration until declared by the subsidiaries, associates and the
jointly controlled entities.
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.
*SGVFS027774*
- 87 -
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 unrealized gain or loss on AFS financial assets as capital.
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, 2017.
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;
∂ 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 7641 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) in the
consolidated statements of income (see Notes 25 and 28):
Pension Expense
2017 2016 2015
Current service cost P
=134,628 =126,975
P =84,082
P
Effect of the asset limit 3,003 1,393 509
Settlement loss 220 4,423 91
Net interest expense (income) on benefit
obligation and plan assets 3,577 8,017 (2,083)
Past service cost - curtailment − (22,412) (9,844)
Total pension expense P
=141,428 =118,396
P =72,755
P
*SGVFS027774*
- 88 -
Pension Income
2017 2016 2015
Current service cost P
=31,172 =35,336
P =33,721
P
Effect of the asset limit 43,402 36,947 37,913
Net interest income on benefit obligation
and plan assets (88,240) (83,040) (86,729)
Total pension income (P
=13,666) (P
=10,757) (P
=15,095)
2017 2016
Balance at beginning of year P
=2,766,764 =2,750,392
P
Interest income 155,915 140,661
Remeasurement gains (losses) 112,406 (100,315)
Benefits paid from plan assets (88,122) (51,742)
Contributions 32,403 27,768
Balance at end of year P
=2,979,366 =2,766,764
P
2017 2016
Balances at beginning of year P
=1,277,624 =1,209,637
P
Current service cost 165,800 162,311
Interest expense 71,252 65,638
Settlement loss 220 4,423
Past service cost - curtailment − (22,412)
Benefits paid - from plan assets (88,122) (51,742)
Benefits paid - direct payments (47,150) (24,759)
Remeasurement losses (gains) arising from:
Financial assumptions (61,259) (24,499)
Demographic assumptions 24,478 12,535
Experience adjustments 89,576 (53,508)
Balances at end of year P
=1,432,419 =1,277,624
P
Below is the net pension asset for those entities within the Group with net pension asset position:
2017 2016
Present value of funded defined benefit obligations (P
=629,227) (P
=637,428)
Fair value of plan assets 2,491,735 2,344,038
1,862,508 1,706,610
Effect on asset ceiling (842,821) (812,846)
Net pension asset P
=1,019,687 =893,764
P
*SGVFS027774*
- 89 -
2017 2016
Net pension asset at beginning of year P
=893,764 =958,979
P
Remeasurements gain (loss) recognized in other
comprehensive income 135,556 (77,243)
Net pension income (expense) (10,086) 6,736
Contributions 453 5,292
Net pension asset at end of year P
=1,019,687 =893,764
P
2017 2016
Effect of asset ceiling at beginning of year P
=812,846 =723,976
P
Interest on the effect of asset ceiling 46,405 38,340
Changes in the effect of asset ceiling (16,430) 50,530
Effect of asset ceiling at end of year P
=842,821 =812,846
P
Below is the net pension liability for those entities within the Group with net pension liability
position:
2017 2016
Present value of funded defined benefit obligations (P
=803,192) (P
=640,196)
Fair value of plan assets 487,631 422,726
Net pension liability (P
=315,561) (P
=217,470)
2017 2016
Net pension liability at beginning of year (P
=217,470) (P
=142,200)
Net pension expense (117,676) (114,375)
Remeasurement loss recognized in other
comprehensive income (59,515) (8,130)
Benefits paid - direct payment 47,150 24,759
Contributions 31,950 22,476
Net pension liability at end of year (P
=315,561) (P
=217,470)
Breakdown of reamesurements recognized in other comprehensive income in 2017 and 2016 follow:
2017 2016
Remeasurement gains (losses) on plan assets P
=112,406 (P
=100,315)
Remeasurement gains (losses) on defined
benefit obligations (52,795) 65,472
Changes in the effect of asset ceiling 16,430 (50,530)
Remeasurement gains (losses) on pension plans 76,041 (85,373)
Income tax effect (15,953) 10,244
Net pension liability P
=60,088 (P
=75,129)
The Group does not expect to contribute to the pension funds for the year 2018.
*SGVFS027774*
- 90 -
The major categories and corresponding fair values of plan assets by class of the Group’s Plan as at
the end of each reporting period are as follows:
2017 2016
Cash and cash equivalents
Cash in banks P
=40,861 P55,380
=
Time deposits 20,048 125,045
60,909 180,425
Investments in stocks
Common shares of domestic corporations
Quoted 1,914,768 1,762,184
Unqouted 28,555 8,192
Quoted preference shares of domestic
corporations 177,545 36,313
2,120,868 1,806,689
Investment in government securities
Fixed rate treasury notes (FXTNs) 507,831 500,805
Treasury bills (T-bills) 11,759 −
Retail treasury bonds (RTBs) 101,201 42,112
620,791 542,917
Investment in other securities and
debt instruments
AAA rated debt securities 213,530 214,266
Not rated debt securities 11,940 12,119
225,470 226,385
Other receivables 12,639 10,793
Accrued trust fees and other payables (517) (445)
Benefits payable (60,794) −
Fair value of plan assets P
=2,979,366 =2,766,764
P
∂ 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. The fund holds investments in shares of stock of the Parent Company with fair
market value of =
P1,888.27 million and =P1,738.78 million as of December 31, 2017 and 2016,
respectively.
∂ 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.
*SGVFS027774*
- 91 -
∂ 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:
The weighted average duration of significant defined benefit obligation per segment are as follows
(average number of years):
2017
Construction and others 23 years
Coal mining 25 years
Nickel mining 19 to 21 years
Real estate development 30 years
Power - On grid 17 to 24 years
Power - Off grid 22 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 in the year ended
December 31, 2017.
*SGVFS027774*
- 92 -
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
2017 2016
(decrease)
+100 basis
(P
=105,922) (P
=130,639)
Discount rates points
-100 basis points 168,477 134,300
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.
2017 2016
Less than 1 year P
=359,293 =394,512
P
More than 1 year to 5 years 315,542 248,898
More than 5 years to 10 years 657,243 525,071
P
=1,332,078 =1,168,481
P
*SGVFS027774*
- 93 -
Cost of real estate sales presented in the consolidated statement of income includes cost of
running hotel and property management operations amounting to P =249.17 million,
P
=162.36 million and = P130.07 million, respectively for 2017, 2016 and 2015.
Related revenue from hotel and property management operations amounted to P=423.50 million,
P
=330.81 million and =
P218.58 million, respectively for 2017, 2016 and 2015.
*SGVFS027774*
- 94 -
Depreciation, depletion and amortization included in the consolidated statements of income follow:
Depreciation, depletion and amortization capitalized in ending inventories and mine properties
included in ‘Property, Plant and Equipment’ amounted to P =258.67 million, P
=643.45 million and
P
=510.99 million in 2017, 2016 and 2015, respectively.
Salaries, wages and employee benefits included in the consolidated statements of income follow:
*SGVFS027774*
- 95 -
In 2017, the Group recorded accelerated depreciation for its generation units amounting to
P
=840.08 million due to planned rehabilitation of the Group’s 2x300MW coal-fired power plant in
Calaca, Batangas.
*SGVFS027774*
- 96 -
(Forward)
*SGVFS027774*
- 97 -
Recoveries from insurance claims and claims from third parties settlement
Recoveries from insurance claims pertain to the amount reimbursed by the insurer on insured
equipment that were damaged. In 2017, the Group recognized income from claims from PSALM and
NPC as nature discussed in Notes 7 and 37.
Others
Others include penalty charges, holding fees, fees for change in ownership, transfer fees, restructuring
fees, lease facilitation fees and others.
The provision for income tax shown in the consolidated statements of income consists of:
*SGVFS027774*
- 98 -
The components of net deferred tax assets as of December 31, 2017 and 2016 follow:
2017 2016
Deferred tax assets on:
Allowance for:
Doubtful accounts P
=467,529 =473,303
P
Inventory obsolescence 20,218 20,218
Impairment 11,705 11,705
Pension liabilities – net 67,274 38,894
Accruals of expenses 4,152 5,880
Provision for decommissioning and site
rehabilitation 3,581 3,113
NOLCO 126 545
Others 10,375 1,619
584,960 555,277
Deferred tax liabilities on:
Recoveries from claims from third party
settlement (99,024) −
Pension assets - net (31,919) (9,877)
Unrealized foreign exchange gain (15,743) (14,216)
Unrealized gross profit on construction contracts (10,313) (115,167)
(156,999) (139,260)
P
=427,961 =416,017
P
The components of net deferred tax liabilities as of December 31, 2017 and 2016 follow:
2017 2016
Deferred tax assets on:
Allowance for:
Doubtful accounts P
=21,421 =21,421
P
Probable losses 7,648 7,648
Pension liabilities - net 22,297 21,250
Unamortized discount on payable to landowners 5,916 5,451
57,282 55,770
Deferred tax liabilities on:
Excess of book over tax income pertaining to
real estate sales (P
=2,582,418) (P
=2,535,367)
Effect of business combination (1,370,931) (1,370,931)
Capitalized interest on real estate for sale and
development deducted in advance (273,424) (307,126)
Unrealized foreign exchange gain - net (98,342) (92,970)
Unrealized gross profit on construction contracts (73,620) (141,231)
Unrealized gain on financial assets at FVPL (65,900) −
Unamortized transaction cost on loans payable (27,313) (27,313)
Mine rehabilitation (4,524) (5,809)
Pension assets - net − (14,905)
Others (5,117) (1385)
(4,501,589) (4,497,037)
(P
=4,444,307) (P
=4,441,267)
*SGVFS027774*
- 99 -
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 taxes have not been
recognized:
2017 2016
NOLCO P
=4,509,443 =10,287,970
P
Allowance for impairment losses 280,693 124,677
Allowance for probable losses 52,957 52,957
Allowance for doubtful accounts 26,743 53,150
Pension liabilities - net 16,993 16,990
MCIT 7,782 2,814
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:
NOLCO MCIT
2017 2016 2017 2016
Balances at beginning of year P
=10,289,786 =
P 11,878,163 P
=2,814 =5,977
P
Additions 419 1,946,517 6,205 222
Expirations and usage (5,780,341) (3,534,894) (1,237) (3,385)
Balances at end of year =4,509,864 P
P =10,289,786 P
=7,782 =2,814
P
The reconciliation of the statutory income tax rate to the effective income tax rate follows:
(Forward)
*SGVFS027774*
- 100 -
On May 1, 2014, the BOI approved SMPC’s additional year of ITH entitlement from September 2014
to September 2015. On August 12, 2014, the BOI approved SMPC’s additional year of ITH
entitlement from September 2015 to September 2016.
SMPC’s Certificate of Registration for Panian Minesite has expired on September 26, 2016
simultaneous to the full depletion of the mineable coal reserve.
*SGVFS027774*
- 101 -
As a registered entity, SMPC is entitled to ITH incentive for four (4) years from January 2015 and
January 2017 for Narra Minesite and Molave Minesite or actual start of commercial operations,
whichever is earlier, but in no case earlier than the date of registration. 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 =
P2,679.13 million, =
P2,747.09 million and =
P2,339.37 million in 2017, 2016 and 2015, respectively.
SLPGC requested for the deferment of the start of commercial operation and on June 29, 2016, the
BOI granted the request for the movement of the reckoning period for the ITH incentive from January
1, 2015 to January 1, 2016 due to the delay arising from interconnection issue which is considered as
an operational force majeure. In 2017 and 2016, SLPGC availed of tax incentive in the form of ITH
on its income under registered activities amounting to =
P799.28 million and =P842.59 million,
respectively.
DMCI Masbate - New Operator of a 24.4 MW Diesel Power Plant in Mobo, Masbate
On September 23, 2010, the BOI approved the registration of DMCI Masbate as New Operator of a
24.4 MW Diesel Power Plant in Mobo, Masbate on a Pioneer status under the Omnibus Investment
Code of 1987.
DMCI Masbate’s ITH entitlement has expired on September 23, 2016. DMCI Masbate availed of tax
incentive in the form of ITH on its income under registered activities amounting to nil and
=
P53.45 million in 2017 and 2016, respectively.
DPC - BOI
New Operator of 15MW Bunker-Fired Power Plant on a Non-Pioneer Status
On July 30, 2014, the BOI issued the Certificate of Registration (COR) for the Company as New
Operator of 15MW Bunker-Fired Power Plant on a Non-Pioneer Status under the Omnibus
Investments Code of 1987, Executive Order (EO) No. 226.
As a registered entity, the Company is entitled to certain fiscal and non-fiscal incentives which
include, among others, an ITH for a period of six (6) years from December 2014 or actual start of
commercial operations, whichever is earlier but in no case earlier than the date of registration.
*SGVFS027774*
- 102 -
New Operator of 14MW Diesel-Fired Power Plant and Transfer of Grant of ITH Incentives from
DMCI-Palawan
On April 28, 2015, the BOI issued the Certificate of Registration (COR) to DPC as Expanding
Operator of a 14MW Diesel-Fired Power Plant on a Non-Pioneer Status in accordance with Omnibus
Investments Code of 1987 (Executive Order No. 226). This effectively transfers incentives
previously granted to DMCI-Palawan to DPC.
As a registered entity, DPC is entitled to certain fiscal and non-fiscal incentives which include among
others an ITH for a period of three (3) years starting October 3, 2014 but subject to a taxable income
from sales volume of 20.5 gigawatt-hours per year of the registered activity.
As a registered entity, DPC is entitled to certain fiscal and non-fiscal incentives which include,
among others, an ITH for a period of ten (10) years from January 15, 2016 or actual start of
commercial operations, whichever is earlier but in no case earlier than the date of registration.
As a registered entity, DPC is entitled to certain fiscal and non-fiscal incentives which include,
among others, an ITH for a period of six (6) years from December 1, 2016 or actual start of
commercial operations, whichever is earlier but in no case earlier than the date of registration.
DPC availed of tax incentive in the form of ITH on its income under registered activities amounting
to =
P49.53 million and =
P53.42 million in 2017 and 2016, respectively.
*SGVFS027774*
- 103 -
The following table presents information necessary to calculate basic/diluted earnings per share on
net income attributable to equity holders of the Parent Company (in thousands except basic/diluted
earnings per share):
There were no dilutive potential ordinary shares. Accordingly, no diluted earnings per share is
presented in 2017, 2016 and 2015.
On July 11, 1977, the Government, through its former Energy Development Board, awarded a
35-year COC to a consortium led by Vulcan Industrial & Mineral Exploration Corporation and Sulu
Sea Oil Development Corporation that subsequently assigned said COC to SMPC on April 7, 1980.
On July 27, 1977, Presidential Decree (PD) 972 was amended by PD 1174: (a) increasing coal
operators’ maximum cost recovery from an amount not exceeding 70% to 90% of the gross proceeds
from production, and (b) increasing the amount of a special allowance for Philippine corporations
from an amount not exceeding 20% to 30% of the balance of the gross income, after deducting all
operating expenses. As a result, SMPC's COC was subsequently amended on January 16, 1981
reflecting said changes.
On June 8, 1983, the Ministry of Energy (now DOE), issued a new COC to SMPC, incorporating the
foregoing assignment and amendments. The COC gives SMPC the exclusive right to conduct
exploration, development and coal mining operations on Semirara Island until July 13, 2012. On
May 13, 2008, the DOE granted SMPC’s request for an extension of its COC for another 15-year or
until July 14, 2027.
On November 12, 2009, the COC was amended further, expanding its contract area to include
portions of Caluya and Sibay islands, Antique, covering an additional area of 5,500 hectares and 300
hectares, respectively.
On April 29, 2013, the DOE issued a new COC to SMPC, which grants it the exclusive right to
conduct exploration, development and coal mining operations in the municipality of Bulalacao,
province of Oriental Mindoro, up to a maximum of 36 years from its effective date. The COC covers
two coal-bearing parcels of land covering areas of 2,000 and 5,000 hectares, respectively.
On June 7, 2013, the DOE issued a new COC to SMPC, which grants it the exclusive right to conduct
exploration, development and coal mining operations in the municipalities of Maitum and Kiamba,
province of Sarangani, up to a maximum of 36 years from its effective date.
*SGVFS027774*
- 104 -
The COC covers a coal-bearing parcel of land covering area of 5,000 hectares.
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. 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 = P4.31 billion, =
P2.65 billion and P
=1.80 billion in 2017, 2016 and 2015, respectively,
included under “Operating expenses” in the consolidated statements of income (see Note 25).
Payable to DOE and LGU, amounting to = P1.54 billion and =P1.65 billion as of December 31, 2017 and
2016 are included under the “Accounts and other payables” account in the consolidated statements of
financial position (see Note 17).
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.
The financial information of the Group’s subsidiaries with material non-controlling interest (NCI) are
provided below. These information are based on amounts in the consolidated financial statements of
the subsidiary.
2017 2016
Consolidated statements of financial position
Current assets P24,471,151
= P21,154,330
=
Noncurrent assets 44,070,264 44,606,147
Total assets 68,541,415 65,760,477
Current liabilities 13,751,022 15,652,537
Noncurrent liabilities 17,111,013 15,821,628
Total liabilities 30,862,035 31,474,165
Equity =37,679,380
P =34,286,312
P
Consolidated statements of comprehensive income
Revenue P43,943,489
= P36,584,375
=
Cost of sales 20,333,482 18,701,021
Gross profit 23,610,007 17,883,354
Operating expenses (8,207,029) (4,998,866)
Other income (expenses) 61,490 19,262
Income before income tax 15,464,468 12,903,750
Provision for income tax 1,255,328 863,080
Net income 14,209,140 12,040,670
Other comprehensive income (loss) (62,835) 7,106
Total comprehensive income =14,146,305
P =12,047,776
P
Cash flows information
Operating =18,197,454
P =16,420,477
P
Investing (7,272,338) (6,689,483)
Financing (9,440,375) (7,316,858)
Effect of exchange rate changes on cash and cash
equivalents (6,871) (166,705)
Net increase in cash and cash equivalents =1,477,870
P =2,247,431
P
*SGVFS027774*
- 105 -
The accumulated balances of material noncontrolling interest as at December 31, 2017 and 2016
amounted to = P21,635.36 million and =
P15,522.25 million, respectively. Dividends paid to
noncontrolling interests amounted to P
=4,633.44 million and =P1,867.23 million in 2017 and 2016,
respectively.
On August 15, 2016, the BOD of SMPC approved a share buy-back program wherein SMPC will
buy-back shares at prevailing market price not exceeding 20 million shares for a period of 60 days
beginning August 18, 2016. As of December 31, 2016, SMPC has bought-back a total of 3,463,570
shares for a total consideration of P
=387.55 million.
On December 7, 2017, the BOD of SMPC approved another share buy-back program wherein SMPC
will buy-back shares at prevailing market price not exceeding 20,000 million shares for a period of
60 days beginning December 8, 2017. As of December 31, 2017, SMPC has bought-back additional
2,735,100 shares for a total consideration of =
P100.37 million.
The above share buy-back programs of SMPC resulted to an increase in the effective ownership of
the Parent Company on SMPC and its subsidiaries by 0.03% and 0. 18% in 2017 and 2016,
respectively. Total consideration paid by SMPC for the acquisition of non-controlling interest
amounting to P=100.37 million and P=387.55 million on 2017 and 2016, respectively. This resulted to
the recognition of premium on acquisition of non-controlling interest amounting to P
=76.18 million
and =P361.87 million in 2017 and 2016, respectively.
33. Goodwill
Goodwill arising from business combination in the Group’s consolidated statements of financial
position as of December 31, 2017 and 2016 relates to the acquisition of the nickel mining entities
with operations in Zambales area which was previously lodged under ENK, Plc. (ENK), an entity
incorporated in London, United Kingdom.
On March 25, 2014, the Parent Company purchased from D&A Income Ltd. (D&A) the remaining
40% interest in ENK and its subsidiaries for approximately P
=3.13 billion, making ENK and its wholly
owned foreign and local subsidiaries, wholly owned subsidiaries of the Parent Company.
The investment in ENK was previously treated as a joint venture because the strategic and financial
operating decisions require the unanimous consent of both parties. The business combination was
completed on April 3, 2014 when the directors representing D&A resigned and the positions were
occupied by the representatives of the Parent Company.
The Group assessed that its investment in ENK be accounted for as investment in subsidiary, in
accordance with the guidance set out by PFRS 10. The assets, liabilities and equity of ENK have
been consolidated in the financial statements of the Group on April 3, 2014, the date when control
was obtained.
*SGVFS027774*
- 106 -
The goodwill recognized amounting to P =1,637.43 million comprises the expected cash flows
generated from the mining rights and properties of ENK, particularly attributable to CGUs of ZDMC
and ZCMC amounting to P =877.19 million and P=760.24 million, respectively. The acquisition of ENK
will enable the Group to strengthen its strategic objective in the nickel mining segment. With a more
diversified portfolio, the Group expects to generate revenue from its nickel mining segment. These
recurring revenues can, in turn, be used to provide internally generated funding for other projects.
On March 31, 2016, the BOD of the Parent Company approved the restructuring of ENK. The
dissolution and liquidation of ENK is part of the ongoing restructuring of the Parent Company’s
nickel mining subsidiaries in order to simplify the structure of the nickel mining segment and
liquidate non-operating subsidiaries. On July 1, 2016, the Parent Company has completed the
restructuring and ENK was subsequently sold to a third party liquidator. The local subsidiaries which
controls the mining assets are now owned by DMC.
Other equity includes share of the Group in the other comprehensive income (loss) of its associates
(see Note 11) and cumulative translation adjustment.
Cumulative translation adjustment represents exchange differences arising from the translation of
financial statements of the foreign subsidiaries of ENK (including EN Iberia, EN Spain, Rusina, EN
Holland and EN Philland) with functional currency of US Dollar.
In 2016, the cumulative translation adjustment pertaining to ENK were closed to profit or loss upon
liquidation and disposal of ENK (see Note 33).
Construction and others- engaged in various construction component 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.
*SGVFS027774*
- 107 -
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 PFRS.
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
depreciation and amortization and other operating income (expense).
Segment assets principally comprise all assets. The industrial business segments' assets exclude
income tax assets, assets from defined benefit plans and certain financial assets.
Segment liabilities principally comprise all liabilities. The industrial business segments' liabilities
exclude income tax liabilities, liabilities from defined benefit plans and certain financial liabilities.
The Group, through its on-grid power segment, has electricity sales to a power distribution utility
company that accounts for about 18% of the Group’s total revenue in 2017.
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, 2017, 2016 and 2015 and property,
plant and equipment additions, total assets and total liabilities for the business segments as of
December 31, 2017, 2016 and 2015:
*SGVFS027774*
- 108 -
*SGVFS027774*
- 109 -
*SGVFS027774*
- 110 -
*SGVFS027774*
- 111 -
Geographic Information
Analysis of sales and revenue by geographical location
The financial information about the operations of the coal mining as of December 31, 2017, 2016 and
2015 reviewed by the management follows:
Substantially all revenue from external customers are from open cut mining and sales of thermal coal.
Local and export classification above is based on the geographic location of the customer. Customers
on the export sales are significantly from China.
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.
*SGVFS027774*
- 112 -
∂ 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 liabilities
as of December 31, 2017 and 2016, 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.
2017
Beyond 1 Beyond 2
Within year to 2 years to 3 Beyond 3
On Demand 1 year years years years Total
Loans and Receivable
Cash and cash equivalents P
= 25,291,895 P
=− P
=− P
=− P
=− P
= 25,291,895
Receivables
Trade:
Real estate 8,452,326 3,265,294 1,515,710 265,003 1,871,900 15,370,233
General construction 1,789,261 1,880,979 1,403,264 18,493 − 5,091,997
Electricity sales 4,189,964 545,381 − − − 4,735,345
Coal mining 2,049,942 − − − − 2,049,942
Nickel mining 5,539 27,536 − − − 33,075
Merchandising and others 16,752 46,617 − − − 63,369
Receivables from related parties 152,998 − − − − 152,998
Other receivables 923,029 − − − − 923,029
Financial asset at FVPL − 82,169 48,766 44,785 43,948 219,668
Security deposits − − 5,335 − − 5,335
Refundable deposits − 239,119 79,537 − − 318,656
42,871,706 6,087,095 3,052,612 328,281 1,915,848 54,255,542
AFS financial assets
Quoted securities 91,577 − − − − 91,577
Unquoted securities 3,874 − − − − 3,874
95,451 − − − − 95,451
Total undiscounted financial assets 42,967,157 6,087,095 3,052,612 328,281 1,915,848 54,350,993
*SGVFS027774*
- 113 -
2016
Beyond 1 Beyond 2
Within year to 2 years to 3 Beyond 3
On Demand 1 year years years years Total
Loans and Receivable
Cash and cash equivalents P
=18,694,255 =
P− =
P− =
P− P
=− P
=18,694,255
Receivables
Trade:
Real estate 57,772 4,124,225 955,106 308,864 4,276,907 9,722,874
General construction 1,749,433 2,372,124 − − − 4,121,557
Electricity sales 3,152,315 461,259 − − − 3,613,574
Coal mining 2,315,442 − − − − 2,315,442
Nickel mining 35,238 − − − − 35,238
Merchandising and others 58,582 − − − − 58,582
Receivables from related 130,614 − − − −
parties 130,614
Other receivables 1,072,152 − − − − 1,072,152
Security deposits − − − 5,325 − 5,325
Refundable deposits − 259,756 88,518 − − 348,274
27,265,803 7,217,364 1,043,624 314,189 4,276,907 40,117,887
AFS financial assets
Quoted securities 80,139 − − − − 80,139
Unquoted securities 5,116 − − − − 5,116
85,255 − − − − 85,255
Total undiscounted financial assets 27,351,058 7,217,364 1,043,624 314,189 4,276,907 40,203,142
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 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, 2017 and 2016.
*SGVFS027774*
- 114 -
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)
2017 2016 2017 2016
PSE +24.73% +0.11% (P
=846) =197
P
-24.73% -0.11% 846 (197)
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 24.73% and 8.65% in 2017 and 0.11% and 13.24% in 2016.
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.
The impact of sensitivity of equity prices on the Group’s equity already excludes the impact on
transactions affecting the consolidated statements of income.
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.
*SGVFS027774*
- 115 -
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):
2017 2016
Domestic market 33.51% 41.08%
Export market 66.49% 58.92%
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, 2017 and 2016 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 2017
and 2016.
The following table demonstrates the sensitivity to a reasonably possible change in WESM prices
compared to the strike price of P
=4.25, with all variables held constant of the Group’s income
before taxes.
2017
Increase by 4% in average WESM price (P
=77,381)
Decrease by 4% in average WESM price 114,619
*SGVFS027774*
- 116 -
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:
2017
Effect on income
Change in before
basis points income tax Effect on equity
Dollar floating rate borrowings +100 bps (P
=35,695) (P
=24,986)
-100 bps 35,695 24,986
2016
Effect on income
Change in before
basis points income tax Effect on equity
Dollar floating rate borrowings +100 bps (P
=35,183) (P
=24,628)
-100 bps (35,183) 24,628
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
2017 and 2016. 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.
The Group does not have any foreign currency hedging arrangements.
*SGVFS027774*
- 117 -
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)
2017 2016 2017 2016
Information on the Group’s foreign currency-denominated monetary assets and liabilities and
their Philippine peso equivalents as of December 31, 2017 and 2016 follows:
2017
Japanese Equivalent
U.S. Dollar Yen UK Pounds E.M.U Euro SG Dollar CHF CNY in PHP
Financial assets
Cash and cash
equivalents $71,221 ¥2,548 £111 €17 $– CHF– ¥– P
=3,565,150
Receivables 17,430 – – – – – – 870,206
88,651 2,548 111 17 – – – 4,435,356
Financial liabilities
Accounts payable and
accrued expenses (15,848) (9) − (29) − − − (793,023)
Long-term loans (74,077) − − − − − – (3,367,650)
(89,925) (9) − (29) − − − (4,160,673)
($1,274) ¥2,539 £111 (€12) $− CHF– ¥− = 274,683
P
2016
Japanese Equivalent
U.S. Dollar Yen UK Pounds E.M.U Euro SG Dollar CHF CNY in PHP
Financial assets
Cash and cash
equivalents $66,811 ¥2,741 £118 €17 $– CHF17 ¥– =3,331,118
P
Receivables 18,622 – – – – – – 925,903
Advances 300 – – – – – – 14,916
85,733 2,741 118 17 – 17 – 4,271,937
Financial liabilities
Accounts payable and
accrued expenses (24,587) (10,251) − (6) (22) − (7,298) (1,280,153)
Payable to related
parties − − − − − − – –
Short-term loans − − − − − − – –
Long-term loans (70,762) − − − − − – (3,518,308)
(95,349) (10,251) − (6) (22) − (7,298) (4,798,461)
($9,616) (¥7,510) £118 €11 ($22) CHF17 (¥7,298) (P
=526,524)
*SGVFS027774*
- 118 -
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, 2017 and 2016.
c. 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 statement of financial position at December 31, 2017 and 2016 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, 2017 and 2016, 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.
Electricity sales
The Group earns substantially all of its revenue from bilateral contracts and 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 Energy Regulatory Commission (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.
*SGVFS027774*
- 119 -
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
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.
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.
As of December 31, 2017 and 2016, the credit quality per class of financial assets is as follows:
2017
Past due or
Neither past due nor impaired Individually
Grade A Grade B Grade C Impaired Total
Cash in bank and cash
equivalents P
=25,291,895 P
=− P
=− P
=− P
=25,291,895
AFS financial assets
Quoted − 91,577 − − 91,577
Unquoted − 3,874 − 109,453 113,327
Receivables
Trade
Real estate 13,989,831 765,567 74,196 541,176 15,370,770
Electricity sales 2,544,215 354,592 374,863 2,978,179 6,251,849
General construction 3,555,198 − − 1,567,472 5,122,670
Coal mining 1,908,687 − − 183,182 2,091,869
Nickel mining 4,340 − − 95,670 100,010
Merchandising 63,369 − − − 63,369
Receivable from related
parties 152,998 − − − 152,998
Other receivables 923,029 − − − 923,029
Financial asset at FVPL 219,668 − − − 219,668
Security deposits 5,335 − − − 5,335
Refundable deposits 318,656 − − − 318,656
Total 48,977,221 1,215,610 449,059 5,475,132 56,117,022
Allowance for Trade receivables:
Real estate P
=− P
=− P
=− P
=537 P
=537
General construction − − − 30,673 30,673
Electricity sales − − − 1,516,504 1,516,504
Coal mining − − − 41,927 41,927
Nickel mining − − − 66,935 66,935
Total allowance − − − 1,656,576 1,656,576
Net amount P
=48,977,221 P
=1,215,610 P
=449,059 P
=3,818,556 P
=54,460,446
*SGVFS027774*
- 120 -
2016
Past due or
Neither past due nor impaired Individually
Grade A Grade B Grade C Impaired Total
Cash in bank and cash
equivalents P
=18,694,254 =
P− =
P− =
P− P
=18,694,254
AFS financial assets
Quoted − 80,139 − − 80,139
Unquoted − 5,116 − 109,086 114,202
Receivables
Trade
Real estate 8,235,721 797,676 139,509 550,505 9,723,411
Electricity sales 2,918,910 260,138 − 1,946,885 5,125,933
General construction 2,353,516 − − 1,850,683 4,204,199
Coal mining 1,215,821 − − 1,141,396 2,357,217
Nickel mining 6,503 − − 93,652 100,155
Merchandising 58,582 − − − 58,582
Receivable from related
parties 130,577 37 − − 130,614
Other receivables 1,072,152 − − − 1,072,152
Security deposits 5,325 − − − 5,325
Refundable deposits 348,274 − − − 348,274
Total 35,039,635 1,143,106 139,509 5,692,207 42,014,457
Allowance for:
Real estate − − − 537 537
General construction − − − 82,642 82,642
Electricity sales − − − 1,512,359 1,512,359
Coal mining − − − 41,775 41,775
Nickel mining − − − 64,917 64,917
Total allowance − − − 1,702,230 1,702,230
Net amount P
=35,039,635 P
=1,143,106 P
=139,509 P
=3,989,977 P
=40,312,227
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.
*SGVFS027774*
- 121 -
For real estate receivables, advances to officers and employees 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.
Receivables are aged and analyzed on a continuous basis to minimize credit risk associated with
these receivables. Receivable balances are monitored on an ongoing basis to ensure timely
execution of necessary intervention efforts, such as raising the case to the Group’s legal
department. Regular monitoring of receivables resulted to manageable exposure to bad debts.
As of December 31, 2017 and 2016, the aging analysis of the Group’s past due financial assets
presented per class follows:
2017
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
= 67,264 P
= 32,272 P
= 25,951 P
= 194,850 P
= 220,302 P
= 537 P
= 541,176
General
construction 1,448,469 30,614 10,719 46,997 − 30,673 1,567,472
Electricity sales 547,767 51,089 53,048 28,768 781,003 1,516,504 2,978,179
Coal mining 40,233 − − 101,022 − 41,927 183,182
Nickel mining 5,054 − 3,617 20,064 − 66,935 95,670
P
= 2,108,787 P
= 113,975 P
= 93,335 P
= 391,701 P
= 1,001,305 P
= 1,656,576 P
= 5,365,679
2016
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
=260,723 P
=46,140 P
=12,145 P
=21,436 P
=209,524 P
=537 P
=550,505
General
construction 1,768,041 − − − − 82,642 1,850,683
Electricity sales − − 434,526 − − 1,512,359 1,946,885
Coal mining − 563,758 535,863 − − 41,775 1,141,396
Nickel mining − 2,140 2,962 23,633 − 64,917 93,652
P
=2,028,764 P
=612,038 P
=985,496 P
=45,069 P
=209,524 P
=1,702,230 P
=5,583,121
The repossessed lots 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
=180.72 million and = P550.40 million as of
December 31, 2017 and 2016, 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.
*SGVFS027774*
- 122 -
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 3.05% to 4.91% in 2017 and 2.47% to 4.74% in 2016.
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.
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 AFS financial assets are carried at cost less
impairment allowance, if any.
*SGVFS027774*
- 123 -
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 3.05% to 4.91% in 2017 and 2016. The
discount rates used for liabilities for purchased land range from 3.03% to 4.92% in 2017 and 2.67% to
4.10% in 2016.
Fair values of receivables, long-term debt, liabilities for purchased land and investment properties are
based on level 3 inputs while that of quoted AFS financial assets and financial assets at FVPL are
from level 1 inputs.
There has been no reclassification from Level 1 to Level 2 or 3 category as of December 31, 2017 and
2016.
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.
In 2010, SCPC made a provision for 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"
account upon collection of the said receivable.
On February 23, 2011 hearings resumed with the conduct of preliminary conference without the
parties entering into an amicable settlement. The case continued with the presentation of witnesses
on March 22 and 23, 2011.
*SGVFS027774*
- 124 -
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 P
=476.00 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 ten 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.
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.
Subsequently the Supreme 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.
*SGVFS027774*
- 125 -
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.
PSALM’s Petition has not yet been resolved by the Supreme Court as of December 31, 2015.
On December 16, 2016, the Supreme 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.
On July 18, 2017, the ERC issued an Order granting PSALM’s Motion for Reconsideration 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
COA.
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 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 frorm 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.
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, the 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. SCPC will prepare a
Reply to PSALM’s Answer when the COA admits PSALM’s answer.
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.
*SGVFS027774*
- 126 -
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.
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, 2017 the Joint Motion to Dismiss has yet to be resolved.
On January 10, 2014, the SC impleaded MERALCO’s suppliers of generation costs, including
PEMC, the operator of the wholesale electricity supply market (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.
*SGVFS027774*
- 127 -
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 in Luzon for
the November and December 2013 supply months for their immediate 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.
In a Decision dated November 7, 2017, the Court of Appeals granted SCPC’s Petition and declared
the ERC’s Orders dated 3 March 2014, 27 March 2014 and 15 October 2014 in ERC Case No. 2014-
021 as null and void for being issued in violation of the Constitution and the applicable laws.
*SGVFS027774*
- 128 -
On December 14, 2017, SCPC received Meralco’s and ERC’s Motion for Reconsideration of the
Court Appeal’s Decision dated 8 and 12 December 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.
The Court of Appeals is yet to issue an order requiring SCPC to comment on the pleadings filed by
Meralco, ERC and third parties.
Please see judgments and estimates in Note 3 and the related disclosures on allowance for doubtful
accounts in Note 7.
SCPC will be providing MERALCO with an initial contracted capacity of 210 MW and will be
increased to 420 MW upon the commercial operation of the plant’s Unit 1.
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, the Commission (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 P4,785.12/Kw/year.
On April 25, 2017, the SC, in its en banc session, has dismissed the petition filed by the Order of the
Knights of Rizal (OKOR) against the construction of Torre de Manila and has lifted the TRO issued
on June 16, 2015. As of December 31, 2017, PDI has resumed construction of the project.
*SGVFS027774*
- 129 -
Lease Commitments
Operating Lease - As Lessor
The Group entered into lease agreements with third parties covering its investment property portfolio
(Note 12). The lease agreements provide for a fixed monthly rental with an escalation of 3.00% to
10.00% annually and is renewable under the terms and condition agreed with the lessees.
As of December 31, 2017 and 2016, future minimum lease receivables under the aforementioned
operating lease are as follows:
2017 2016
Within one year P
=27,153 =36,779
P
After one year but not more than five years 55,156 28,608
More than five years 32,605 −
P
=114,914 =65,387
P
As of December 31, 2017 and 2016, future minimum lease payments under the above mentioned
operating lease are as follows:
2017 2016
Within one year P
=90,521 =74,560
P
After one year but not more than five years 147,746 63,277
More than five years 28,574 −
P
=266,841 =137,837
P
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
=
P34.83 million in the form of Stand-by Letter of Credits. The Performance Security shall be
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 year from the date of issue, to be replaced prior to expiration every year thereafter and
shall at all times remain valid.
*SGVFS027774*
- 130 -
In the event that the lessor issues an OEN and SCPC buys the option assets in consideration for the
grant of the option, 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. 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 OEN.
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 the 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 a peso equivalent of 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 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.
On June 1, 2011, SMPC and SCPC exercised its option to purchase the Option Asset and
subsequently entered into a Deed of Absolute Sale with PSALM for the total consideration of
=
P376.61 million.
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 Contract to Sell (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.
As of the December 31, 2017, PSALM has yet to make any response in connection therewith.
*SGVFS027774*
- 131 -
The Group is also currently involved in lawsuits or claims filed by third parties which is substantially
labor related and civil cases which are pending decision by the courts or are under negotiation, the
outcome of which are not presently determinable. In the opinion of the management and its legal
counsel, the eventual liability under these lawsuits or claims, if any, 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 2017, 2016 and 2015 for these lawsuits and claims.
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 being 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.
*SGVFS027774*
- 132 -
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.
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 (2) 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.
*SGVFS027774*
- 133 -
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
GDC under the PSA.
On November 23, 2016, the BOI issued the Certificate of Registration (COR) for the Company 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)
The ESA has a period of three years commencing on the Commercial Operation Date (COD) and
ending on the 3rd year, which may be extended for another one year pursuant to the provisions of
the ESA subject to mutual consent of the parties. The COD shall be the day upon which
ORMECO and DPC jointly certified that the project is capable of operating in accordance with
the operating parameters, and has successfully completed all its tests in accordance with the
schedules of the ESA.
f. SMPC - Special Order (SO) No. 2017-042, Series of 2017, Creation of DENR Regional Team to
Conduct Investigation on the Semirara Mining and Power Corporation
On February 9, 2017, the SMPC received a Special Order (SO) No. 2017-042, Series of 2017
from Department of Environment and Natural Resources - Environment Management Bureau
(DENR - EMB) Region VI. The DENR Team that was created through the SO conducted
monitoring, inspection and investigation of the following in relation to the SMPC’s activities in
Semirara Island:
*SGVFS027774*
- 134 -
In accordance with the SO, the DENR Team proceeded with the investigation, monitoring and
inspection on February 9 and 10, 2017. On March 13, 2017, the DENR-EMB Region 6 provided
SMPC with the results of the investigation without adverse findings in particularly the report
noted that SMPC was very much compliant with its ECC conditions.
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.
As at March 8, 2018, the OP has not yet acted on the appeal of ZDMC. However, acting on the
separate appeal filed by ZDMC, the OP granted ZDMC Mineral Ore Export Permit (MOEP) in
order to dispose its ore stockpiles, provided that ZDMC will put up a surety bond amounting to
=
P5.0 million in favor of the DENR as a guarantee, in which ZDMC has complied with.
On October 28, 2016, BNC received the results of the DENR Audit dated October 21, 2016
summarizing the findings and recommendation for BNC’s actions. BNC submitted their response
on November 5, 2016.
On February 8, 2017, the DENR issued an order to BNC maintaining the suspension of its mining
operations under the MPSA on the grounds of violation of certain provisions of the Philippine
Mining Act of 1995. BNC filed a motion before the Office of DENR Secretary on
February 28, 2017 from which the DENR failed to act promptly upon the lapse of substantial
period. Consequently, BNC filed a Notice of Appeal before the Office of the President (OP) on
March 31, 2017 to question the order maintaining the suspension of its mining operations.
As at March 8, 2018, the OP has not yet acted on the appeal of BNC. However, acting on the
separate appeal filed by BNC, the OP granted BNC MOEP in order to dispose its ore stockpiles,
provided that BNC will put up a surety bond amounting to P=5.0 million in favor of the DENR as
a guarantee, in which BNC has complied with.
i. Sales Agreement
BNC and ZDMC entered into various sales agreements with different customers to sell and
deliver existing inventory of nickel laterite ores, which the DENR ordered to be removed to avoid
environmental hazard. The selling price of the nickel laterite ores depends on its ore grading.
High grade (1.8%) and low grade (1.1% to 1.5%)are priced at US$37 and US$12 to US$23,
respectively. The sales agreements are subject to price adjustments depending on the final nickel
and moisture content agreed by both parties. With the permission and upon directive of DENR,
*SGVFS027774*
- 135 -
BNC and ZDMC exported a total of 0.53 million WMT and 1.08 million WMT of nickel laterite
ores in 2017 and 2016, respectively.
Provisional payment covering 90% of the total amount as reflected in provisional invoice and
final settlement can be made upon receipt of final invoice.
On June 11, 2015, DOE Circular No. DC2015-06-0008, “Mandating All Distribution Utilities to
Undergo CSP In Securing PSAs”, was signed, requiring all Distribution Utilities (DUs) to
conduct a CSP in procuring PSAs. The CSP shall be conducted by a qualified third party duly
recognized by the DOE and ERC and, in the case of Electric Cooperatives (ECs), shall be
recognized by the National Electrification Administration (NEA). The CSP shall conform with
aggregation of DU’s un-contracted demand requirement, annual conduct of CSP, and a uniform
PSA Template on the terms and conditions to be issued by the ERC and DOE. The circular does
not apply to PSAs with tariff rates already approved and/or have been applied for approval by
the ERC before the effectivity of the circular. The DOE shall enforce and monitor compliance
and the penalty provision through ERC.
On October 20, 2015, the DOE and ERC released Joint Resolution No. 1 (2015), “A Resolution
Enjoining All Distribution Utilities to Conduct Competitive Selection Process (CSP) in the
Procurement of Supply for Their Captive Market”. The DOE and ERC recognize that CSP in the
procurement of PSAs by the DUs engenders transparency, enhances security of supply, and
ensure stability of electricity prices to captive electricity end-users in the long-term.
On the same day, the ERC signed Resolution No. 13, Series of 2015, “A Resolution Enjoining
All Distribution Utilities to Conduct Competitive Selection Process (CSP) in the Procurement of
Supply for Their Captive Market”. The resolution prescribes that all PSAs shall be awarded to
the winning Generation Company following a successful transparent CSP, or by Direct
Negotiation in the event of two (2) failed CSPs, and that DUs may adopt any accepted form of
CSP. This resolution does not apply to PSAs already filed with the ERC as of its effectivity.
On March 15, 2016, the ERC released Resolution No. 1 Series of 2016, “A Resolution Clarifying
the Effectivity of ERC Resolution No.13, series of 2015”. The resolution postponed the
effectivity of ERC Resolution No.13, Series of 2015 to April 30, 2016. All PSAs executed on or
after the said date shall be required, without exception, to comply with the provisions of the CSP
resolution. There should be at least two qualified bids for the CSP to be considered as successful
and lastly, the DU shall adopt the Terms of Reference prescribed in Section 2 of ERC Resolution
No. 13, Series of 2015. On PSA’s with provisions on automatic renewal or extension of term, it
shall apply that PSA’s approved by ERC or filed before the effectivity of Resolution No. 1, may
have one (1) automatic renewal or extension for a period not exceeding one (1) year from the end
of their respective terms. There will be no automatic renewal or extension of PSAs upon
effectivity of Resolution No. 1.
Under Section 31 of the Electric Power Industry Reform Act (EPIRA) of 2001, RCOA shall be
implemented. In Retail Competition, the Contestable Market are provided electricity by Retail
Suppliers through Open Access, wherein qualified Persons are allowed to use the Transmission,
and/or Distribution Systems and their associated facilities. The implementation of RCOA is
subject to the following conditions; a. Approval of the unbundled transmission and distribution
wheeling charges; b. initial implementation of the cross subsidy removal scheme;
c. Establishment of the WESM; d. Privatization of at least 70% of the total capacity of
*SGVFS027774*
- 136 -
generating assets of NPC in Luzon and Visayas; and e. Transfer of the management and control
of at least 70% of the total energy output of power plants under contract with NPC to the IPP
Administrators.
Upon satisfying these conditions, the ERC declared 26 December 2012 as the Open Access Date
where end-users who have an average monthly peak demand for the preceding twelve (12)
months, as indicated by a single utility meter, of at least 1MW (the threshold level) qualifies as
Contestable Customers (CCs) making up the Contestable Market (Phase 1). After a six-month
Transition Period, on 26 June 2013, Retail Supply Contracts (RSCs) entered into by and between
the Ccs and their chosen Suppliers where implemented. Phase 2 implementation was set to begin
two (2) years after Phase 1. During Phase 2, the threshold level shall be reduced to 750 kW and
Aggregators shall be allowed to supply electricity to End-users whose aggregate monthly
average peak demand within a Contiguous Area is at least seven hundred fifty kilowatts (750
kW). Subsequently and every year thereafter, the ERC shall evaluate the performance of the
market. On the basis of such evaluation, it shall gradually reduce the threshold level until it
reaches the household demand level.
On May 12, 2016, ERC Resolution No. 10 (2016), ”A Resolution Adopting the Revised Rules
for Contestability”, was signed. This revised rules aim to clarify and establish the conditions and
eligibility requirements for End-users to be part of the Contestable Market; to set the threshold
level for the Contestable Market; to ensure the efficient transition towards full contestability and
to ensure consumer protection and enhance the competitive operation of the retail electricity
market.
The Resolution states that the Threshold Reduction Date covering End-users with an average
monthly peak demand of at least 750 kilowatts (750 kW) for the preceding twelve (12) months,
is set to 26 June 2016. Thus, on such date, all End-users with an average monthly peak demand
of at least 1 MW (1MW Customers) and 750 kW (750kW Customers), which have been issued
Certificates of Contestability by the ERC, shall be allowed to contract with any RES on a
voluntary basis. Thereafter, an End-user with an average monthly peak demand of at least
1MW is hereby mandated to enter into RSC with a RES by its mandatory contestability date of
26 December 2016 (This was moved by the ERC to 26 February 2017 through ERC Resolution
No. 28 (2016), “Revised Timeframe for Mandatory Contestability, Amending Resolution
No. 10, series of 2016, entitled Revised Rules for Contestability” signed on November 15, 2016.
Subsequently, an End-user with an average monthly peak demand of at least 750kW is hereby
mandated to enter into an RSC with a RES by its mandatory contestability date of 26 June 2017.
The lowering of the threshold to cover an end-user with an average monthly peak demand of at
least 500kW is set on 26 June 2018, subject to the review of the performance of the retail market
by the ERC. Corollary, in its review of the performance of the retail market, the ERC shall
establish a set of criteria as basis for the lowering of the contestability threshold. Retail
Aggregation shall subsequently be allowed on 26 June 2018. During this phase, suppliers of
electricity shall be allowed to contract with end-users whose aggregate demand within a
Contiguous Area is at least 750 kW. Retail Competition and Open Access shall be effective only
in grids where the WESM is operational.
On February 21, 2017, the Supreme Court issued a Temporary Restraining Order (TRO), G.R.
No. 228588, on the implementation of several ERC Resolutions and a DOE Circular concerning
the RCOA. ERC Res 10 & 28, Series of 2016 were among them. In a joint advisory on
February 24, 2017, the DOE, ERC and PEMC said that they are in a process of drafting a general
advisory for the guidance of RCOA Stakeholders. Issues to be considered are: 1) those who have
already executed RSCs and were already registered and switched shall continue to honor their
respective RSCs; 2) ongoing applications for registration filed before the Central Registration
*SGVFS027774*
- 137 -
Body (CRB) may proceed voluntarily; 3) applicants who wish to withdraw or defer their
registration before the CRB may do so consistent with the Retail Market Rules provided that the
CRB shall not be liable for any legal repercussions that may arise out of the contestable
customers’ contractual obligations; and 4) remaining contestable customers who have not yet
secured their RSCs may continue to negotiate and exercise their power to choose.
On Dec. 30, 2017, DOE Circular No. DC2017-12-0015, or the RPS On-Grid Rules, took effect,
requiring Distribution Utilities (DUs), Electricity Suppliers, generating companies supplying
directly connected customers, and other mandated energy sector participants to source or produce
a certain share of electricity from their Energy Mix from eligible RE resources. These eligible
RE facilities include the following technologies: biomass, waste to energy technology, wind,
solar, hydro, ocean, geothermal, and other RE technologies later identified by the DoE.
The RPS On-Grid Rules mandates energy sector participants to comply with the minimum annual
RPS requirement in order to meet the aspirational target of thirty-five (35%) in the generation
mix by 2030.
This minimum RE requirement, however, will not be imposed immediately but in 2020. 2018 and
2019 are considered transition years to help mandated participants comply with the DOE
Circular. Additionally, the RPS On-Grid Rules implements a Minimum Annual Incremental RE
Percentage to be sold by mandated participants. It is initially set at a minimum of one percent
(1%) and applied to net electricity sales or annual energy demand for the next ten (10) years, and
used to determine the current year’s requirement for RE Certificates (RECs) of the Mandated
Participant.
*SGVFS027774*
- 138 -
Foreign
December 31, exchange December 31,
2016 Cash flows movement Other 2017
Short-term debt P
=2,621,109 (P
=1,550,008) =
P− P
= P
=1,071,101
Long-term debt* 34,264,260 4,119,862 15,070 38,389 38,437,581
Dividends 24,476 (10,982,121) − 10,999,207 41,562
Other noncurrent
liabilities 2,969,204 (508,017) − (169,377) 2,603,184
*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, change in pension liabilities and dividends declared by the Parent Company and its
partially-owned subsidiaries to non-controlling interest.
*SGVFS027774*
DMCI HOLDINGS, INC.
SUPPLEMENTARY SCHEDULE OF RETAINED EARNINGS AVAILABLE
FOR DIVIDENDS DECLARATION
FOR THE YEAR ENDED DECEMBER 31, 2017
(Amounts in thousands)
Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code
Rule SRC Rule 68 and 68.1 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 is the list of all effective Philippine Financial Reporting Standards (PFRS), Philippine Accounting
Standards (PAS) and Philippine Interpretations of International Financial Reporting Interpretations
Committee (IFRIC) as of December 31, 2017:
Standards tagged as “Not applicable” have been adopted by the Group but have no significant covered
transactions for the year ended December 31, 2017.
Standards tagged as “Not adopted” are standards issued but not yet effective as of December 31, 2017. The
Group will adopt the Standards and Interpretations when these become effective.
DMCI HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED COMPANY FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES
Consolidated Statements of Financial Position as of December 31, 2017, 2016 and January 1, 2016
SUPPLEMENTARY SCHEDULES
II. Schedule of all of the effective standards and interpretations (Part 1, 4J)
IV. Map of the relationships of the companies within the group (Part 1, 4H)
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 financial statements.
Balance at
Name and Designation of Amounts Amounts Not Balance at end
beginning of Additions Current
debtor collected written off current 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, 2017:
As of December 31, 2017, 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.
Software cost =
P73,893,013 =
P55,632,562 (P
=51,927,241) P
=– P
=– =
P77,598,334
Bank loans =
P1,350,968,798 Floating rate to be repriced every 2019 Interest payable every 3 months, principal to P
=− =
P1,350,968,798
3 months based on 3-months be paid on maturity date
LIBOR plus a spread of 0.86%
Bank loans 1,196,006,613 Floating rate to be repriced 2018 Interest payable every 3 months, principal to 1,196,006,613 −
every 3 months be paid on maturity date
Bank loans 856,983,887 Floating rate to be repriced every 2019 Interest payable every 3months, principal to be − 856,983,887
3 months based on 3-months paid on maturity date
LIBOR plus a spread of 0.86%
Bank loans 1,837,500,000 Floating rate to be repriced every Various quarterly Interest and principal are payable on the date 656,250,000 1,181,250,000
3 months based on 3-months maturities starting of maturity
"PDST-R2" plus a spread of one 2018 until 2021
percent (1%)
Bank loan 1,400,000,000 Floating rate to be repriced every 2020 Interest payable every − 1,400,000,000
3 months based on 3-months 3 months, principal to be paid on maturity date
"PDST-R2" plus a spread of one
percent (0.5%)
Bank loan 750,000,000 Floating rate to be repriced every 2020 Interest payable every − 750,000,000
3 months 3 months, principal to be paid on maturity date
Mortgage 7,647,954,802 PDST-F + Spread or BSP Various quarterly The principal amount shall be paid in twenty- 1,703,703,704 5,944,251,098
payable Overnight Rate, whichever is maturities starting seven equal consecutive quarterly installments
higher 2015 until 2022 commencing on the fourteenth quarter from the
initial borrowing date (February 4, 2012). Final
repayment date is ten (10) years after initial
borrowing.
(Forward)
Amount shown Amount
under caption shown under
Title of
"Current caption
issue and Amount authorized
Interest rates Maturity date Number of periodic installments portion of long- "Long-term
type of by indenture
term debt" in debt" in
obligation
related balance related
sheet balance sheet
Bank loan =
P2,985,064,072 4.90% p.a. Various quarterly The principal amount shall be payable in P
=− =
P2,985,064,072
maturities starting sixteen (16) equal consecutive quarterly
2021 until 2024 installments commencing on the thirty-ninth
month from the initial borrowing date. Final
repayment date is seven (7) years after initial
borrowing.
Bank loans 273,171 8.97% to 15.16% July 7, 2018 Payable upon maturity of the loans. 273,171 −
Bank loan 1,543,500 8.97% Various maturities Payable upon maturity of the loans. 227,556 1,315,944
from 2018 to 2020
Bank loans 2,656,903 8.68% to 10.25% Various monthly Payable in equal monthly installments starting 1,177,098 1,479,805
maturities starting April 2010 up to September 2020,
2010 to 2020
Bank loans 165,517,950 5.04% p.a. May 21, 2018 50% to be paid 2 years from initial drawdown 165,517,950 −
date and remaining 50% to be paid 3 yrs from
initial drawdown date
Fixed rate 18,676,609,697 PDST-F Issue Date and ending Various maturities Payments shall be based on aggregate 903,250,500 17,773,359,197
corporate three (3) months after such Issue from 2016 to 2023 percentage of issue amount of each series
notes Date, and every three (3) months equally divided over applicable quarters
thereafter. Initially, PDST-F (4th/7th to 27th quarter) and the balance
benchmark for 5-yr treasury payable at maturity.
securities + 1.25%, PDST-R2
issued date for 5-year and 7-year
treasury securities + 1.50%
Bank loans 797,656,051 5.09%-8.17% p.a. Various Payable in equal and continuous monthly − 797,656,051
payments not exceeding 120 days commencing
one (1) month from date of execution.
HomeSaver =
P768,845,000 4.5%-5% p.a. Various maturities Tranche A, C, D, and F are payable 3 years − 768,845,000
Bonds from 2018 to 2020 from the initial issue date; Tranche B, E and G
is payable 5 years from the initial issue date.
=
P38,437,580,444 =
P4,626,406,592 =
P33,811,173,852
See Note 19 of the Consolidated Financial Statements
Schedule F. Indebtedness to Related Parties (Long-term Loans from Related Companies)
NOT APPLICABLE
NOT APPLICABLE
Schedule H. Capital Stock
Preferred stock - P
=1 par
value cumulative and
convertible 100,000,000 3,780 – – – 3,780
Common stock - P
=1 par
value 19,900,000,000 13,277,470,000 – 9,220,031,725 391,244,885 3,666,193,390
December 31,
December 31, 2016
Financial Soundness Indicator 2017 (As restated)
i. Liquidity ratio:
Current ratio 260.27% 229.55%
v. Profitability ratios:
Gross margin ratio 42.71% 39.99%
Net profit margin ratio 25.92% 26.39%
1
Net debt represents short-term and long-term debt less cash and cash equivalents
2
Return on asset is calculated using net income before finance costs over the average total assets
3
Return on equity is calculated using net income attributable to the equity holders of the Parent Company over the
average total equity attributable to equity holders of the Parent Company
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 and its ultimate parent company, subsidiaries, and associates as of
December 31, 2017:
DMCI Holdings, Inc.
Associates
Hampstead Gardens DMCI PDI DMCI Homes Riviera Land Zenith Mobility
DMCI Homes, Inc. Hotels, Inc. Property Management Corporation Solutions
Corporation
(100%) (100%) (100.00%) Corporation (100%) Services, Inc.
(100%) (51%)
Associate
Sem-Calaca Power Southwest Sem-Cal Industrial Semirara Southeast Luzon Semirara Energy
Corporation Luzon Power Park Developers, Inc. Claystone, Inc Power Generation Utilities, Inc.
(100%) Generation Corp. Corporation Joint Venture
(100%) (100%) (100%)
(100%) (100%)
St. Raphael
Power Generation
Sem-Calaca RES Corporation
Corporation (50%)
(100%)
D
Heraan
Holdings, Inc. 40%
20% 60% 60%
Zambales Zamnorth Berong Nickel
ZDMC
Nickel Corporation
Holdings Holdings
Processing Corporation Corporation
Corporation