Petron Ar2014 PDF
Petron Ar2014 PDF
Petron Ar2014 PDF
Rising to
the Challenge
Contents
2 We are Petron
4 Message to Stockholders
Operational Highlights
10 Ramping Up Our Volumes
16 Petron Bataan Refinery:A Pacesetter in the Asia Pacific
24 A Stronger, More Reliable Distribution Network
28 Petron Malaysia: Changing the Landscape
32 Empowering Our People
36 Building Better Communities
40 Board of Directors
46 Corporate Governance
64 Financial Highlights
66 Audit Committee Report
Financial Statements
68 Statement of Management’s Responsibility for Financial Statements
69 Report of Independent Auditors
71 Consolidated Statements of Financial Position
73 Consolidated Statements of Income
74 Consolidated Statements of Comprehensive Income
75 Consolidated Statements of Changes in Equity
78 Consolidated Statements of Cash Flows
80 Notes to the Consolidated Financial Statements
176 Terminals, Depots, and Airport Facilities
177 Product List
From Bataan, we move our products mainly by sea to 30 terminals and depots located across the
archipelago. Through our robust distribution network, we fuel strategic industries such as power-
generation, manufacturing, mining, agribusiness, among others. Petron also supplies jet fuel at key
airports to international and domestic carriers.
2 Through close to 2,200 service stations – the largest in the country – we retail gasoline, diesel, and
autoLPG to motorists and the public transport sector. Our wide range of world-class fuels includes
Blaze 100 Euro 4, XCS, Xtra Advance, Super Xtra, Turbo Diesel and Diesel Max. We also sell our LPG
brands Gasul and Fiesta Gas to households and other industrial consumers through an extensive
retail network.
We source our fuel additives from our blending facility at the Subic Bay Freeport. These additives are
formulated for Philippine driving conditions.
We have partnered with popular food and service locator chains to give our customers a one-stop,
full-service experience. We have San Mig Food Avenue stores in select stations that offer a wide
variety of food, beverages, and personal items. We also re-launched our Treats convenience stores for
motorists-on-the-go.
In line with our efforts to increase our presence in the region, we continue to expand our presence
in Malaysia which comprises an integrated refining, distribution, and marketing business. We operate
an 88,000-barrels-per-day refinery in Port Dickson, 7 storage facilities and a retail network of 560
service stations.
As part of the San Miguel Group – one of the largest and most diversified conglomerates in the
Philippines – we are committed to expand and grow our business to ensure that we have a positive
impact in markets where we are present.
We are guided by our vision “to be the leading provider of total customer solutions in the energy sector
and its derivative businesses.”
3
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
Here at home, competition ramped up as more for growth to further cement our
players entered the oil industry; the sector grew
4 an estimated 5% last year, in lockstep with the leadership in the industry.
Philippine economy’s growth rate of 6.1%. In the
highly-competitive retail segment, an estimated
6,200 “branded” stations were operating at the end
of 2014 and we expect this number to grow further
in 2015.
Management set out on a number of priorities On the strength of our retail rebranding and
to stabilize the business such as profit margin expansion programs in both countries, the
protection, increased retail network to increase acquisition of major industrial accounts, and
market presence, and expansion and upgrade of innovative loyalty programs, consolidated sales
existing stations in select but high-yield areas. volumes grew 6% to 86.5 million barrels in 2014 from
To their credit, the entire Petron team did an the previous year’s 81.7 million barrels. This resulted
exceptional job, delivering underlying growth in in a 4% growth in revenues to 483 billion.
these very challenging market conditions.
In the Philippines, total sales volumes including
Your Company remained focused on completing exports and supply sales surged by nearly 9% to 51.5
major projects, establishing a platform for growth to million barrels.
further cement our leadership in the industry.
We are proud to note that we remain the undisputed
5
Understanding Your Needs
We continued to build new service stations in
2014 as we made every effort to bring the “Petron
experience” closer to customers. This simply means
caring for our customers with a Filipino touch. As
the only Filipino oil major with regional aspirations,
we pride ourselves in understanding and catering to
the unique needs of our markets.
We are proud to
In the Philippines, we have hundreds of additional
stations in various stages of construction while
RMP-2 is a game-
changer since it will
benefit not just Petron but
also the oil industry and the
country.
Ramon S. Ang
President and Chief Executive Officer
With increased
This project is a game-changer since it will benefit not
just Petron but also the oil industry and the country.
For Petron, this means increased revenues and
improved profitability. This also gives us the ability production, Petron will
to fuel the lives of more Filipinos with our increased
enhance the country’s
supply security and further
capability to supply world-class fuel products.
enable a better
improve efficiencies. We also continued to work on
our multi-product pipeline to link PDR to the Klang
quality of life not just Valley Distribution Terminal – the supply hub to this
high-volume area.
for our customers but our
communities as well. Your World Made Better
8
The growth in our business means we are able to
reach out and touch more lives.
Impact Investments
As a part of the San Miguel Group, we are
committed to expand our business and enable a
better quality of life not just for our customers but
our communities as well.
10
Petron stations
are more than just
pitstops for motorists
gassing up.
Our stations are one-stop-havens
for those who want to dine, do a
restroom break, withdraw from ATMs,
or grab essentials for the road.
Ramping up Our Volumes
2014 was a very challenging year amid the sharp decline of oil prices and
increased competition. Even as we responded to these external developments,
we looked inward and leveraged on our strengths and focused on key segments
of our business. We centered on programs to increase customer patronage and
consequently, ramp up our sales volumes.
Driven by these programs, our Retail Trade achieved its highest sales volume in
five years with 18.2 million barrels sold. We aim to further delight our customers
by rolling out more product and service innovations across our growing number
of service stations.
The trust and confidence of our customers were not confined to our service
stations alone. We remain the preferred partner of many high-growth industries.
We also fueled many Independent Power Producers, helping avert power
outages in 2014.
12
14
Our efforts to step up our game bore fruit as
we achieved our highest
Philippine domestic
sales volumes in 10
years at 44.5 million barrels.
We likewise remained the leader in the aviation sector with a market share of
nearly 50%. We even acquired additional supply agreements with major carriers
including Emirates, which chose us to fuel the first Philippines flight of its Airbus
A380– the largest commercial aircraft in the world.
15
In the LPG business, we now have more than 1,000 commercial accounts which
include the country’s top hotels and recreational facilities. We added over 700
new branch stores and exclusive retail outlets, growing our network by 11% in
2014 to serve more Filipinos that prefer Gasul and Fiesta Gas in their homes.
We remain the leader in this sector with a commanding share of 35%.
Beyond our home market, we looked for new avenues to increase our sales.
We braved a new frontier by entering the vibrant Chinese market. Through an
exclusive distributor, we launched seven new engine oil variants to serve our
growing customer base there.
Our efforts to step up our game bore fruit as we achieved our highest Philippine
domestic sales volumes in 10 years at 44.5 million barrels.
We ensure the country’s
fuel supply security.
16
Among those units started-up last year were the Fluidized Catalytic Cracker Unit (FFCU)
and the Delayed Coker Unit (DCU) – the first of its kind in Asia. These facilities allow the
conversion of negative margin fuel oil into higher value products such as gasoline, diesel,
kerosene, jet fuel and petrochemicals. RMP-2 will also be producing petroleum coke, which
will be used as feedstock for the 140-MW Refinery Solid Fuel-Fired Boiler (RSFFB) to
produce steam and power for the Refinery.
RMP-2 also makes Petron the only oil company capable of locally producing more stringent
and environment-friendly fuels under the Euro 4 standard. With significantly less sulfur in
our gasoline and diesel products, we will help improve air quality in the country.
The significant increase in our production capabilities will improve the country’s fuel
supply security and lessen its dependence on higher-costing finished products.
This massive project also fuels economic development through job creation and support
of local manufacturing and service sectors. In fact, we employed 16,000 highly-skilled
workers at the height of the construction of RMP-2 and doubled our workforce to
augment our manpower needs. And as we grow our business, we expect to welcome 17
more Filipinos into our ranks.
18
19
Despite the high number of workers and full-on construction, this flagship project was
completed with an impressive safety record of 80 million Safe Man-Hours Without Lost
Time Incident.
PBR, the first refinery in the country to adhere to the Integrated Management System
(IMS), also sustained its Certification for the sixth consecutive year, which underscored
its commitment to international standards in the areas of process quality, environmental
management, and workplace safety.
Our continuous investments at our refinery and other areas of our business show our
commitment to help build a more progressive country. Moreover, these projects show the
great things that Filipino companies can do and achieve.
How Petron's world-class
products reach millions
of customers
Once delivered to our refinery, crude oil is treated and converted into various petroleum
products and petrochemicals.
This is how we produce our premium gasolines such as Petron Blaze 100 Euro 4, which
has an octane rating of 100 – the highest in the country – and is the first local premium
plus gasoline that meets stringent European fuel standards. The higher the octane
number, the greater the gasoline’s resistance to “engine knocking” which can damage
engines and results in uneven fuel burn and greater consumption.
Similar with naphtha, kerosene and diesel undergo a process to reduce sulfur content.
Kerosene goes through Sulfur Conversion, which neutralizes its corrosive sulfur content
and produces kerosene and jet fuel used by aircrafts.
Diesel also goes through a Hydrotreater to make it cleaner. Our Petron Turbo Diesel is
one of the products produced in this process. Turbo Diesel is an advanced automotive 23
diesel with unique additives that results in improved acceleration, better fuel economy, and
reduced emissions.
To allow conversion of all negative margin fuel oil into higher value white products such
as gasoline and diesel, it is further processed in “cracking” units such as the Fluidized
Catalytic Cracker and Delayed Coker. The by-products are fed to the Propylene Recovery
Unit to produce more LPG and the petrochemical propylene.
3
From PBR, we move our products
mainly by sea to 30 strategically-
located terminals and depots
across the country. These facilities
then transport Petron’s products
via tank trucks to our industrial
customers and thousands of
service stations nationwide.
We deliver
Safely and Efficiently.
24
Our expansive
distribution network,
backed by our improved
logistics capabilities,
allow us to make timely
and safe delivery of our world-class
products, even amid calamities.
At our Navotas Depot,
we converted a storage tank from
fuel oil to jet fuel and constructed a
new gantry. By doing so, we boosted
our capacity and delivery capability,
becoming one of the main jet fuel
suppliers of the Joint Oil Companies
Aviation Storage Plant (JOCASP) at NAIA.
At our Navotas Depot, we converted a storage tank from fuel oil to jet fuel
and constructed a new gantry. By doing so, we boosted our capacity and
delivery capability, becoming one of the main jet fuel suppliers of the Joint Oil
Companies Aviation Storage Plant (JOCASP) at NAIA.
To ensure that delivery of our products via tank trucks are safe, secure, and
on time, we continued with our Tank Truck Modernization Program. We now
have a newer and modernized fleet, equipped with Global Position System
(GPS) technology. GPS trackers ensure timely and accurate monitoring of
product deliveries.
26
We achieved 62 million
Safe Man-Hours Without
Lost Time Incident
as of end 2014.
Rates of injury, occupational diseases, lost days, and absenteeism, and
number of work-related fatalities by region
Full Year
2014 Incidents Jan-June Jan-June July-Dec July-Dec
Petron Contractor Petron Contractor etron
P Contractor
A. Plant Personnne Related Incidents
Minor Injury 0 3 22 21 22 24
Disabling Injury 0 0 1 1 1 1
Restricted Duty 0 0 1 0 1 0
Death 0 0 0 0 0 0
Vehicular Accident 0 0 19 14 19 14
B. Fire Related Incidents
Flash Fire 0 0 32 0 32 0
Fire, Minor 1 0 3 0 4 0
Fire, Major 0 0 0 0 0 0
C. Oil Spills
Oil Spill (Inland) 1 1 10 3 11 4
Oil Spill (Offshore) 0 0 0 0 0 0
D. Treats
Personnel 0 0 0 1 0 1
Facility 0 0 0 0 0 0
E. Tank Truck Related Incidents
Accidents 0 2 0 8 0 10
Spills 0 0 0 9 0 9
Pilferage 0 0 0 1 0 1
Hijacking 0 0 0 0 0 0
Contamination 0 0 1 2 1 2
Minor Fire 0 0 0 0 0 0
F. Property Damage
Property Damage 0 2 1 3 1 5
27
To further “green” our supply chain, we partnered with our dealers to implement
the EMS standard at the retail level. We have over 20 stations that hold the EMS
state of certifiability status, a first in the Philippine oil industry.
28
Our stations allowed us to share the “Petron experience” with our customers.
This simply means world-class fuels, continuous product innovations, upgraded
facilities, and friendly personnel. By keeping our focus on fueling customer
convenience and delight, we enhanced our market presence and earned the
trust and confidence of more consumers.
To make every visit to our stations even more worthwhile, we established our
very own convenience store “Treats” in strategically located outlets bringing
its total to 251 as of end 2014. With Treats, we hope to satisfy the needs of
our consumers who are always on the go – from grabbing necessities from
food, beverages, toiletries and even Petron lubricants to paying their bills and
performing banking transactions at the ATM inside the store.
More than just one-stop shops, our service stations are also safety hubs for
anyone needing emergency police assistance. Petron Malaysia was the first
oil company to transform all of its service stations into “Go-To-Safety-Points”
(GTSP) in support of the Royal Malaysia Police’s (RMP) initiative against crime.
Since the start of 2014, Petron has been assisting the Malaysian police in
promoting a safer environment among local communities by putting in place
safety systems and procedures at all service stations. Coupled with our well-lit
29
and secure facilities, GTSP has made more motorists feel safe every time they
fuel up at Petron.
one-stop shops,
More than just
our service stations are
also safety hubs for anyone
needing emergency police
assistance.
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
Like in the Philippines, Petron Gasul has become a preferred brand of many
Malaysian households due to its world-class quality and safety features. To
address the increasing demand for Petron Gasul, we added a new carousel in
our affiliate’s bottling plant in Westport in Port Klang, Selangor.
The growing demand for Petron products in Malaysia also meant upgrading our
own logistics and distribution facilities there. In 2014, we started constructing
additional storage tanks for gasoline and crude oil at our Port Dickson Refinery
(PDR). These will be completed in 2015 to reduce vessel delivery turnaround times
and improve loading efficiency, among others. We also pursued our initiative
to link PDR to the multiproduct pipeline serving the Klang Valley Distribution
Terminal, enhancing our ability to supply fuels in this high growth area.
Moving forward, we are confident that we can replicate our success in the
Philippines in Malaysia. We are committed to give our customers a much more
rewarding and meaningful experience at every touch point. All our initiatives
– network expansion, more robust logistical infrastructure, and products
innovations – are towards delivering that promise.
31
our 88,000
Similar to the Philippines, we are looking to upgrade
32
Empowering Our People
Great employees build successful businesses. For more than 80 years now, our
employees have been our pillars of strength, the main drivers of our growth
and continued leadership. As such, we put a premium on maintaining a strong,
highly-skilled, and dynamic workforce.
We welcomed about 350 employees during the year to support our ongoing
expansion activities, most of which were deployed at our Bataan Refinery.
For our other operating groups namely National Sales and Operations, a
trainee pool program was established to ensure that we have a ready team to
immediately fill various positions.
Nearly 3,000 strong, we continue to foster our human capital through various
trainings, enhanced benefits and a safe working environment. Our programs,
which include immunization, examinations, medical advisories, and health
education are also extended to the families of our employees. This reduced the
risk of work-related diseases and injuries across our operations.
548
SMC HEAD OFFICE
1,196
PETRON BATAAN REFINERY
34
364 136 94
LUZON VISAYAS MINDANAO
OPERATIONS/SALES
474
MALAYSIA
Representation in Joint Management-Worker
Health and Safety Committees
36
9%
PETRON BATAAN REFINERY
160
DEPOT AND PLANT OPERATIONS OF TOTAL
WORKFORCE IN THE
16
PHILIPPINES
HEAD OFFICE
35
Training Hours
for Petron Philippines Employees
51%
36%
vs 2013
45 105,685
AVERAGE HOURS PER TOTAL FOR ALL
EMPLOYEE EMPLOYEES
We Contribute to
Forming a Stronger Nation.
36
Building better communities
As our business thrived and grew, we ensured that our communities shared in
our success.
With our Petron Foundation (PFI) taking the lead, we anchored our efforts to
build better communities on education. Our Tulong Aral ng Petron (TAP) is
giving poor but deserving children a chance to go to school from elementary to
college. We will have our first TAP college graduates in 2016 and they hopefully
will come full circle and join the Petron workforce after.
The opportunity that TAP has given to over 10,000 children since 2002 is now
being enjoyed by an additional 300 scholars in Rosario, Cavite and Bacolod
City. Coming from Petron’s fenceline communities, TAP’s expansion allows us to
make a bigger and more lasting impact.
Petron has also been providing venues for education and strengthening
teachers’ capabilities. Together with AGAPP (Aklat, Gabay, Aruga Tungo sa
Pag-angat at Pag-asa) Foundation and San Miguel Foundation, we put up Silid
Pangarap pre-schools in Cavite, Cebu, Agusan del Norte and Compostela Valley.
Under Brigada Eskwela, Petron volunteers refurbished classrooms in 39 public
schools nationwide to benefit over 5,600 students.
Together with DepEd and the United States Agency for International
Development (USAID), we helped train over 13,000 teachers and public school
officials improve teaching methods and gain access to reading materials for
their students under Basa Pilipinas (Read Philippines).
38
2014 Social
Performance
Tulong Aral ng Other Educational Programs
NEARLY
Environmental Programs
13,351 463,000
Grades 1-3 teachers, school Grade school students
Community Development
1,300 34,556
Houses built nationwide to Hours spent on volunteer work
benefit victims of calamities
Other CSR programs address the specific needs of our communities. The Petron
Bataan Refinery in particular, taps womenfolk of our nearby barangays to supply
the Refinery’s rag requirements and even produce doormats for local markets.
Its Petron Clinic offers free monthly medical consultations to indigent residents.
And its Petron Scholarship Grant Program provides engineering scholarships in
the country’s top universities, with the graduates joining the Refinery workforce.
Across the country, Petron facilities continued to be active in tree and mangrove
planting activities and coastal clean-up drives, which also supports the DENR’s
Adopt-an-Estero and National Greening programs.
While the country was spared from any major natural calamity in 2014, we
continued to build homes for families displaced by past disasters. Petron’s
support to the Corporate Network for Disaster Response’s Noah’s Ark Project is
also helping LGUs and stakeholders in Marikina City and the Province of Cebu to
build disaster-resilient communities.
40
Eduardo M. Cojuangco, Jr.
Ramon S. Ang
Lubin B. Nepomuceno
Margarito B. Teves
Aurora T. Calderon
41
Eric O. Recto
Artemio V. Panganiban
Board of Directors
42
Ron W. Haddock
Virgilio S. Jacinto
Jose P. de Jesus Reynaldo G. David
43
Nelly F. Villafuerte
Compliance
47
The CG Manual specifically provides that the Board of Directors and the
management of the Company exercise sound judgment in reviewing and
directing how the Company implements the requirements of good corporate
governance.
Shareholders’ Rights
The Company is committed to respect the legal rights of its stockholders.
Voting Right
Common stockholders have the right to elect, remove and replace directors and
vote on corporate acts and matters that require their consent or approval in
accordance with the Corporation Code of the Philippines (the “Corporation Code”).
Right to Dividends
Stockholders have the right to receive dividends subject to the discretion of the
Board of Directors.
It is the policy of the Company to declare dividends when its retained earnings
exceeds 100% of its paid-in capital stock, except: (a) when justified by definite
corporate expansion projects or programs approved by the Board, (b) when the
Company is prohibited under any loan agreement with any financial institution or
creditor, whether local or foreign, from declaring dividends without its consent and
such consent has not been secured, or (c) when it can be clearly shown that such
retention is necessary under special circumstances obtaining in the Company, such 49
as when there is a need for special reserve for probable contingencies.
The dividends for the preferred shares of the Company issued in 2010 were
fixed at the rate of 9.5281% per annum calculated in reference to the offer price
of 100 per share on a 30/360-day basis and shall be payable quarterly in
arrears, whenever approved by the Board of Directors. Since the listing of the
preferred shares in March 2010, cash dividends were paid out in March, June,
September, and December of each year. These preferred shares were redeemed
on March 5, 2015.
On November 3, 2014, the Company issued and listed on the PSE 10 million
cumulative, non-voting, non-participating, non-convertible peso-denominated
perpetual preferred shares at an offer price of 1,000.00 per share, comprised
of 7,122,320 Series 2A preferred shares and 2,877,680 Series 2B preferred shares.
Dividends on the Series 2 preferred shares are at a fixed rate of 6.30% per
annum for Series 2A and a fixed rate of 6.8583% per annum for Series 2B, each
calculated in reference to the offer price of 1,000 per share on a 30/360-day
basis and shall be payable quarterly in arrears, whenever approved by the Board
of Directors.
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
Since the listing of the Series 2 preferred shares in November 2014, cash
dividends were declared in November 2014 for pay out in February 2015.
Appraisal Right
The stockholders have the right to dissent and demand payment of the fair
value of their shares in the manner provided for under the Corporation Code
upon voting against a proposal for any of the following corporate acts: (a)
a change or restriction in the rights of any stockholder or class of shares, (b)
creation of preferences in any respect superior to those of outstanding shares
of any class, (c) extension or shortening of the term of corporate existence, (d)
a sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or
substantially all of the corporate property or assets, (e) merger or consolidation
and (f) an investment of corporate funds in any other corporation or business or
for any purpose other than the primary purpose for which the corporation
is organized.
Minority stockholders are granted the right to propose the holding of a meeting,
and the right to propose items in the agenda of the stockholders’ meeting,
provided the items are for legitimate business purposes and in accordance with
law, jurisprudence and best practice.
50
The Company’s by-laws specifically provide that a special meeting of the
stockholders may be called at the written request of one or more stockholders
representing at least 20% of the total issued and outstanding capital stock
of the Company entitled to vote, and which request states the purpose or
purposes of
the proposed meeting and delivered to and called by the Corporate Secretary at
the Company’s principal office.
All the meetings of the stockholders are held in the principal place of business
of the Company or any location within Metro Manila, Philippines as may be
designated by the Board of Directors. In 2014, the annual stockholders’ meeting
was held at the Valle Verde Country Club in Pasig City, Metro Manila.
Preferred stockholders have the right to vote on certain corporate acts specified
in the Corporation Code.
Board of Directors
The Board of Directors is responsible for overseeing management of the
Company and fostering the long-term success of the Company and securing
its sustained competitiveness and profitability in a manner consistent with the
fiduciary responsibilities of the Board of Directors and the corporate objectives
and best interests of the Company and its stakeholders.
Compliance with the principles of good corporate governance starts with the
Board of Directors. A director’s office is one of trust and confidence. A director
should therefore act in the best interest of the Company and its stakeholders in
a manner characterized by transparency, accountability and fairness.
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
In 2014, the Board of Directors had seven (7) meetings held on January 25,
March 29, May 6, May 20, July 3, August 6 and November 7. The schedule of
the meetings for any given year is always presented to the directors the year
before. The Board of Directors was therefore advised of the schedule of the
board meetings for 2014 at the board meeting held on November 4, 2013. Should
any matter requiring immediate approval by the Board of Directors arise, such
matters are reviewed, considered and approved at meetings of the Executive
Committee, subject to the Company’s by-laws. Special meetings of the Board of
Directors may also be called when necessary in accordance with the Company’s
by-laws.
In pursuit of keeping abreast of the latest best practices in corporate
governance and complying with the applicable legal requirements, all the
directors of the Company attended a corporate governance seminar in 2014
conducted by providers duly accredited by the SEC.
Director’s Name January 29 March 24 May 6 May 20 May 20 July 3 August 6 November 7 Attendance
Regular Regular Regular Annual Organizational Special Regular Regular Corporate
Board Board Board Stockholders’ Meeting Board Board Board Governance
Meeting Meeting Meeting Meeting Meeting Meeting Meeting
Seminar(Yes/No))
Independent Directors
More than what is legally required, the Company has three independent
directors in its Board of Directors, namely, Mr. Reynaldo G. David, former
Supreme Court Chief Justice Artemio V. Panganiban and Mr. Margarito B. Teves.
Unless the Board of Directors designates the Chairman as the Chief Executive
Officer (“CEO”) pursuant to the Company’s by-laws, the roles of the Chairman
and CEO of the Company are separate. In 2014, the Board of Directors elected
Mr. Ramon S. Ang as the Chairman and CEO of the Company.
On February 10, 2015, to further pursue good corporate governance, the Board
of Directors elected Mr. Eduardo M. Cojuangco, Jr. as the Chairman; Mr. Ang as
President, thus assuming the positions of President and CEO; and Mr. Lubin B.
Nepomuceno as the General Manager.
Notwithstanding that the positions of Chairman and CEO were held by one
person prior to February 2015, the Company had a sufficient number of
directors and executives from diverse backgrounds and with varied expertise
that ensures balanced and informed collegial decisions. The position of
President in the Company was further held by a person other than the CEO.
Moreover, the general resolutions of the Company that set out the approval
54 and signing authorities for regular corporate transactions matters provided
for certain matters for which the joint approval of both the Chairman and the
President was required.
Board Committees
The CG Manual sets out the role, authority, duties and responsibilities, and the
procedures of each committee and guides the conduct of its functions.
Executive Committee
The Executive Committee is composed of not less than three (3) members,
which shall include the Chairman of the Board of Directors and the President,
with two (2) alternate members. When the Board of Directors is not in session,
the Executive Committee may exercise the powers of the former in the
management of the business and affairs of the Company, except with respect to
(a) the approval of any action for which stockholders’ approval is also required,
(b) the filling of vacancies in the Board of Directors, (c) the amendment or
repeal of the by-laws or the adoption of new by-laws; (d) the amendment
or repeal of any resolution of the Board of Directors which by its express
terms is not so amendable or repealable, (e) a distribution of dividends to the
stockholders, and (f) such other matters as may be specifically excluded or
limited by the Board of Directors.
In 2014, the Executive Committee was chaired by Mr. Ramon S. Ang with Mr. Lubin
B. Nepomuceno and Ms. Aurora T. Calderon as members. Mr. Eric O. Recto and
Atty. Virgilio S. Jacinto acted as alternate members of the Executive Committee.
55
In 2014, the Executive Committee held 10 meetings, with attendance as shown
below. The resolutions approved by the Executive Committee were passed with
the unanimous vote of the committee members in attendance (whether regular
members or alternate members) and later presented to and ratified by the
Board of Directors at the board meeting held after each approved resolution.
Director’s Name January 10 February 14 March 26 April 22 May 9 August 1 8 September 3 October 29 November 24 December 5
Ramon S. Ang
Lubin B. Nepomuceno
Roberto V. Ongpin**
Eric O. Recto*** N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Audit Committee
The Audit Committee is composed of five (5) members of the Board of
Directors, two (2) of whom are independent directors. All the members of
the Audit Committee are required to have adequate accounting and finance
backgrounds and at least one member with audit experience, in addition
to the qualifications of a director. The Chairman of the Audit Committee is
further required by the CG Manual and the Audit Committee Charter to be an
independent director.
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
Among the other functions set out in the CG Manual and the Audit Committee
Charter, the Audit Committee primarily recommends the external auditor to be
appointed and performs oversight functions over the Company’s internal and
external auditors to ensure that they act independently from each other or from
interference of outside parties, and that they are given unrestricted access to all
records, properties and personnel necessary in the discharge of their respective
audit functions.
In 2014, the Audit Committee held five (5) meetings on March 24, May 6, July 3,
August 6 and November 7. The attendance of the members was as follows:
56 Reynaldo G. David
Estelito P. Mendoza
Artemio V. Panganiban
Lubin B. Nepomuceno
Aurora T. Calderon
Governance Committee
The Governance Committee, created by the Board of Directors on July 3, 2014,
is composed of three (3) members of the Board of Directors, one of whom is an
independent director.
Under the CG Manual, the Governance Committee shall assist the Board of
Directors in the development and implementation of the corporate governance
policies, structures and systems of the Company, including the review of their
adequacy and effectiveness and oversee the adoption and implementation
of systems or mechanisms for the assessment and improvement of the
performance of the Board of Directors, the Directors and the Board Committees,
and the evaluation of the compliance by the Company with the CG Manual.
The Governance Committee is chaired by Mr. Margarito B. Teves, an independent
director of the Company, and its members are Attys. Virgilio S. Jacinto and Nelly
Favis-Villafuerte.
Newly created, the Governance Committee did not hold any meeting in 2014.
Nomination Committee
The Nomination Committee is composed of three (3) directors with an
independent director serving as its Chairman and the Corporate Secretary
acting as its secretary.
In 2014, the Nomination Committee held three (3) meetings on March 24, May 6
and July 3, with the attendance of the members as follows:
Compensation Committee
The Compensation Committee is composed of five (5) members of the Board of
Directors, one of whom is an independent director. The Chairman and the President
of the Company are included as members but without voting rights. The Chairman
of the Board of Directors is the Chairman of the Compensation Committee.
The Company has formal and transparent procedures for fixing the
remuneration levels of individual directors and of officers. In setting salary
structures and other remuneration for officers and directors, the Committee
ensures that salaries and other remuneration are set at a level adequate to
attract and retain directors and officers with the qualifications and experience
needed to manage the Company successfully.
The Compensation Committee also ensures that the Company’s annual reports,
information and proxy statements, and such similar documents disclose the
fixed and variable compensation received by its directors and top officers for
the preceding fiscal year in accordance with the requirements of the law.
The Compensation Committee has developed a form on full Business Interest
Disclosure as part of the pre-employment requirements for all incoming officers,
which among others, compel all officers to declare under the penalty of perjury
all their existing business interest or shareholdings that may directly or indirectly
conflict in their performance of duties once hired.
In 2014, the Compensation Committee was chaired by Mr. Ramon S. Ang (non-
voting) with Mr. Lubin B. Nepomuceno (non-voting), Mr. Roberto V. Ongpin, Mr.
Reynaldo G. David and Ms. Aurora T. Calderon as members. Mr. Ferdinand K.
Constantino acted as the advisor to the Compensation Committee.
External Audit
In 2010, Manabat Sanagustin Co. & CPAs/KPMG (“KPMG”), upon the
recommendation of the Board of Directors, was appointed by the stockholders
of the Company as the external auditor of the Company for fiscal years 2010,
2011 and 2012, subject to yearly performance appraisal and applicable rules
on rotation of external auditor partners set by the SEC. And upon further
recommendation by the Board of Directors, KPMG was re-appointed by the
stockholders as the external auditor of the Company in 2013 and 2014 at the
annual stockholders’ meeting held on May 21, 2013 and May 20, 214, respectively.
Stakeholder Relations
The Company has an investor relations unit under the office of the Chief Finance
Officer through which queries and concerns may be sent.
In addition, the Company keeps the public informed through the Company’s timely
PSE and SEC disclosures, its regular quarterly briefings and investor briefings and
conferences and the Company’s website and replies to information requests and
email and telephone queries.
The Company’s disclosures and filings with the SEC and PSE (including its annual
reports, SEC form 17-A and Annual Corporate Governance Report), its media
releases, and other salient information on the Company, including its governance,
business, operations, performance, corporate social responsibility projects and
sustainability efforts are found in the Company website www.petron.com.
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
The Company’s Code of Conduct and Ethical Business Policy sets the standards
for ethical and business conduct of the directors, officers and employees and
expresses the commitment of the Company to conduct its business fairly,
honestly, impartially and in good faith, and in an uncompromising ethical and
proper manner. The Code of Conduct and Ethical Business Policy expressly
provides a proscription against engaging in any activity in conflict with the
interest of the Company and it requires a full disclosure of any interest in the
Company. The Code of Conduct and Ethical Business Policy also specifically
prohibits bribery and any solicitation, receipt, offer or making of any illegal
payments, favors, donations or comparable gifts which are intended to obtain
business or uncompetitive favors.
The Code of Conduct and Ethical Business Policy requires anyone having
information or knowledge of any prohibited act to promptly report such
matter to the Department Head, any Vice President, the Human Resources
Management Department, the IAD or the General Counsel.
The policy expressly provides the commitment of the Company that it shall not
tolerate retaliation in any form against a director, officer, employee or any the
other interested party who, in good faith, raises a concern or reports a possible
violation of the policy.
For the past years, the Company also observed the San Miguel Corporation
Policy on Dealings in Securities for itself and its subsidiaries. On May 6, 2013,
the Company likewise adopted the Petron Corporation Policy on Dealings
in Securities. Under this policy, the directors, officers and employees of
the Company are required to exercise extreme caution when dealing in the
Company’s securities and ensure that such dealings comply with this policy and
the requirements under the Securities Regulation Code (“SRC”). The policy sets
out the conditions and rules under which the directors, officers and employees
of the Company should deal in securities of the Company.
The directors and officers are obliged to report to the OGCCS any dealings in
securities of the Company within two (2) business days after such dealings.
The OGCCS, headed by Atty. Cruz, the Compliance Officer of the Company,
periodically releases memoranda to the concerned persons in relation to the
corporate governance policies of the Company and any update to corporate
governance practices.
63
WE ARE PETRON
MESSAGE TO STOCKHOLDERS
OPERATIONAL HIGHLIGHTS
CORPORATE GOVERNANCE
FINANCIAL HIGHLIGHTS
Financial Highlights
In Million Pesos, Except Per Share
and Share Volume Data
2014 2013 2012
Net Revenues 482,535 463,638 424,795
Net Income 3,009 5,092 1,780
EBITDA 15,260 17,217 13,908
Property, Plant and Equipment 153,650 141,647 104,111
Total Assets 391,324 357,458 280,333
Total Equity 113,692 111,888 76,903
Net Debt 114,915 115,860 128,783
Sales Volume (In MB) 86,582 81,699 74,277
Return of Sales 0.6% 1.1% 0.4%
Return of Assets 0.8% 1.6% 0.8%
Return of Equity 2.7% 5.4% 2.6%
64 460
85 2013 level of 81.7 MMB. Consequently, consolidated
revenues reached 482.54 billion, 4% higher than
482.5 previous year’s level of 463.64 billion. Meanwhile,
440 80
cost of goods sold went up to 463.10 billion from last
463.6
year’s 440.48 billion.
420 75
424.8 Selling & Administrative Expenses rose by 3% from
400 70 11.48 billionin 2013 to 11.83 billion in 2014 as an
2012 2013 2014 offshoot of higher rent, insurance and depreciation
Net Revenues In MMB expenses brought about by the additional and
rebranded service stations both locally and in Malaysia.
On the other hand, Net Financing Costs & Other Charges dropped by 20% or
0.95 billion from 4.74 billion in 2013 to 3.79 billion this year mainly owing to
the presence of unrealized commodity hedging gain versus the unrealized loss
recognized in the previous year.
Overall, the higher sales volume, the completion of strategic projects, and
pro-active risk-management efforts cushioned the market-driven price collapse
during the second half of the year which forced Petron to sell higher priced inventory
at lower prices. Despite this extraordinary development which had a negative effect
on oil industries worldwide, Petron still closed the year with a better-than-expected
consolidated net income of 3.01 billion, lower than the 5.09 billion profit posted
in 2013.
Stable Financial Position
After considering dividends to preferred shareholders
and distributions to undated subordinated capital
In Billions Total Assets securities, basic earnings per share for 2014 dipped at
450 negative 0.15 from the 0.28 delivered value in 2013.
400
350 Despite the difficulties faced by oil companies
300 worldwide during the second half of 2014, Petron’s
250
balance sheet and cash position remained strong.
200 391.8
357.5 Petron’s consolidated assets as of December 31, 2014
150 280.3 stood at 391.32 billion, 9% or 33.86 billion higher than
100 the 357.46 billion level as at end of December 2013 at
50 the back of increases in property, plant and equipment
0 and cash and cash equivalents. Property, plant and
2012 2013 2014 equipment went up by 8% or 12.00 billion from 141.65
billion to 153.65 billion attributed to the company’s
investment in its major capital project – the Refinery
Master Plan (RMP)-2, ongoing retail network expansion, as well as the refurbishment
and rebranding of service stations in Malaysia. On the same hand, Cash and cash
equivalents increased by 80% or 40.20 billion to 90.60 billion sourced from
better collection of receivables from airline accounts and subsidy from Malaysian
government as well as the proceeds from issuance of preferred shares during the
fourth quarter of 2014.
Total liabilities increased by 13% or 32.06 billion from 245.57 billion to 277.63
billion due to higher trade payables to various contractors in relation to the on-going
capital projects. Long-term debt also increased for both Philippine and Malaysia
operations to refinance maturing obligations and finance its on-going capital 65
projects. Total equity grew by 1.80 billion in 2014 as a result of the issuance of
preferred shares and from net income for the year partly reduced by dividends paid
to common and preferred shareholders, and distributions paid to holders of undated
subordinated capital securities.
66
Financial Statements
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
68
ABCD R.G. Manabat & Co. Telephone +63 (2) 885 7000
The KPMG Center, 9/F Fax +63 (2) 894 1985
6787 Ayala Avenue Internet www.kpmg.com.ph
Makati City 1226, Metro Manila, Philippines E-Mail ph-inquiry@kpmg.com
Petron Corporation and Subsidiaries
Branches: Subic · Cebu · Bacolod · Iloilo
We have audited the accompanying consolidated financial statements of Petron Corporation and
Subsidiaries, which comprise the consolidated statements of financial position as at
December 31, 2014 and 2013, 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, 2014, and notes, comprising a summary of significant accounting policies and
other explanatory information.
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with Philippine Financial Reporting Standards, 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.
69
Auditors’ Responsibility
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditors’ judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the entity’s preparation and fair
presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the consolidated financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
© 2015 R.G. Manabat & Co., a Philippine partnership and a member firm PRC-BOA Registration No. 0003, valid until December 31, 2016
of the KPMG network of independent firms affiliated with KPMG International SEC Accreditation No. 0004-FR-4, Group A, valid until November 10, 2017
Cooperative ("KPMG International"), a Swiss entity. KPMG International IC Accreditation No. F-2014/014-R, valid until August 26, 2017
provides no client services. No member firm has any authority to obligate BSP Accredited, Category A, valid until December 17, 2017
or bind KPMG International or any other member firm vis-à-vis third parties,
nor does KPMG International have any such authority to obligate or bind any
member firm All rights reserved
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
70
Petron Corporation and Subsidiaries
ConsolidatedPETRON
Statements of Financial
CORPORATION Position
AND SUBSIDIARIES
(Amounts in MillionCONSOLIDATED
Pesos) STATEMENTS OF FINANCIAL POSITION
(Amounts in Million Pesos)
December 31
Note 2014 2013
ASSETS
Current Assets
Cash and cash equivalents 6, 34, 35 P90,602 P50,398
Financial assets at fair value through profit
or loss 7, 34, 35 470 783
Available-for-sale financial assets 4, 8, 34, 35 430 458
Trade and other receivables - net 4, 9, 28, 34, 35 56,299 67,667
Inventories 4, 10 53,180 51,721
Other current assets 15 18,048 12,933
Total Current Assets 219,029 183,960
Noncurrent Assets
Available-for-sale financial assets 4, 8, 34, 35 451 457
Property, plant and equipment - net 4, 12, 37 153,650 141,647
Investment in an associate 4, 11 1,162 885
Investment property - net 4, 13 113 114
Deferred tax assets 4, 27 242 162
Goodwill 4, 14 8,921 9,386
Other noncurrent assets - net 4, 15, 34, 35 7,756 20,847 71
Total Noncurrent Assets 172,295 173,498
P391,324 P357,458
December 31
Note 2014 2013
Equity Attributable to Equity Holders of
the Parent Company 21
Capital stock P9,485 P9,475
Additional paid-in capital 19,653 9,764
Undated subordinated capital securities 30,546 30,546
Retained earnings 40,815 42,658
Reserve for retirement plan (1,018) 2,242
Other reserves (2,149) (721)
Total Equity Attributable to Equity
Holders of the Parent Company 97,332 93,964
Non-controlling Interests 16,360 17,924
Total Equity 113,692 111,888
P391,324 P357,458
72
PETRON CORPORATION AND SUBSIDIARIES
Petron Corporation and SubsidiariesSTATEMENTS OF INCOME
CONSOLIDATED
Consolidated Statements
in Million Pesos, of Income
FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012
(Amounts Except Per Share Data)
For the Years Ended December 31, 2014, 2013, and 2012
(Amounts in Million Pesos, Except Per Share Data)
Attributable to:
Equity holders of the Parent
Company 32 P3,320 P5,247 P1,701
Non-controlling interests (311) (155) 79
P3,009 P5,092 P1,780
BASIC/DILUTED EARNINGS
(LOSS) PER COMMON
SHARE ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
PARENT COMPANY 32 (P0.15) P0.28 P0.08
Attributable to:
Equity holders of the Parent
Company (P1,368) P6,971 (P868)
Non-controlling interests (381) 956 (728)
(P1,749) P7,927 (P1,596)
75
76
Report of Independent Auditors
Undated
Additional Subordinated Retained Earnings Reserve for Non-
Capital Paid-in Capital Appro- Unappro- Retirement Other controlling Total
Note Stock Capital Securities priated priated Plan Reserves Total Interests Equity
As of January 1, 2013 P9,475 P9,764 P - P25,171 P15,336 P10 (P201) P59,555 P17,348 P76,903
Unrealized fair value loss on available-for-sale
financial assets - net of tax - - - - - - (29) (29) - (29)
Exchange differences on translation of foreign
operations - - - - - - (479) (479) 1,068 589
Equity reserve for retirement plan - net of tax - - - - - 2,232 - 2,232 43 2,275
Other comprehensive income (loss) - - - - - 2,232 (508) 1,724 1,111 2,835
Net income (loss) for the year - - - - 5,247 - - 5,247 (155) 5,092
Total comprehensive income (loss) for the year - - - - 5,247 2,232 (508) 6,971 956 7,927
Cash dividends and distributions 21 - - - - (3,096) - - (3,096) - (3,096)
Issuance of undated subordinated capital
securities 21 - - 30,546 - - - - 30,546 - 30,546
Net deductions to non-controlling interests and
others - - - - - - (12) (12) (380) (392)
Transactions with owners - - 30,546 - (3,096) - (12) 27,438 (380) 27,058
As of December 31, 2013 P9,475 P9,764 P30,546 P25,171 P17,487 P2,242 (P721) P93,964 P17,924 P111,888
Forward
Equity Attributable to Equity Holders of the Parent Company
Additional Retained Earnings Reserve for Non-
Capital Paid-in Appro- Unappro- Retirement Other controlling Total
Note Stock Capital priated priated Plan Reserves Total Interests Equity
As of January 1, 2012 P9,475 P9,764 P25,171 P15,524 P2,189 P70 P62,193 P290 P62,483
Unrealized fair value gain on available-for-sale
financial assets - net of tax - - - - - 10 10 - 10
Exchange differences on translation of foreign
operations - - - - - (446) (446) (768) (1,214)
Equity reserve for retirement plan - net of tax - - - - (2,133) - (2,133) (39) (2,172)
Other comprehensive loss - - - - (2,133) (436) (2,569) (807) (3,376)
Net income for the year - - - 1,701 - - 1,701 79 1,780
Total comprehensive income (loss) for the year - - - 1,701 (2,133) (436) (868) (728) (1,596)
Cash dividends 21 - - - (1,890) - - (1,890) - (1,890)
Adjustment due to PFRS 3 3 - - - - - 165 165 531 696
Net additions to non-controlling interests and others - - - 1 (46) - (45) 17,255 17,210
Transactions with owners - - - (1,889) (46) 165 (1,770) 17,786 16,016
As of December 31, 2012 P9,475 P9,764 P25,171 P15,336 P10 (P201) P59,555 P17,348 P76,903
77
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
NotesNOTES
to the Consolidated Financial Statements
PETRON CORPORATION AND SUBSIDIARIES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Million Pesos, Except Par Value, Number of Shares and Per Share Data,
(Amounts in Million Pesos, Except Par Value, Number of Shares and
Exchange Rates and Commodity Volumes)
Per Share Data, Exchange Rates and Commodity Volumes)
1. Reporting Entity
Petron Corporation (the “Parent Company” or “Petron”) was incorporated under the laws
of the Republic of the Philippines and is registered with the Philippine Securities and
Exchange Commission (SEC) on December 22, 1966. The accompanying consolidated
financial statements comprise the financial statements of Petron Corporation and
Subsidiaries (collectively referred to as the “Group”) and the Group’s interest in associate
and jointly controlled entity. Petron is the largest oil refining and marketing company in
the Philippines supplying nearly 40% of the country’s fuel requirements. Petron’s vision
is to be the leading provider of total customer solutions in the energy sector and its
derivative businesses.
Petron operates a refinery in Limay, Bataan, with a rated capacity of 180,000 barrels a
day. Petron’s International Standards Organization (ISO) 14001 - certified refinery
processes crude oil into a full range of petroleum products including liquefied petroleum
gas (LPG), gasoline, diesel, jet fuel, kerosene, industrial fuel oil, solvents, asphalts,
mixed xylene and propylene. From the refinery, Petron moves its products mainly by sea
to Petron’s 31 depots and terminals situated all over the country. Through this
nationwide network, Petron supplies fuel oil, diesel, and LPG to various industrial
customers. The power sector is Petron’s largest customer. Petron also supplies jet fuel at
80
key airports to international and domestic carriers.
With close to 2,200 service stations and various industrial accounts, Petron remains the
leader in all the major segments of the market. Petron retails gasoline, diesel, and
autoLPG to motorists and public transport operators. Petron also sells its LPG brands
“Gasul” and “Fiesta” to households and other industrial consumers through an extensive
dealership network.
Petron sources its fuel additives from our blending facility in Subic Bay. This gives it the
capability to formulate unique additives for Philippine driving conditions. It also has a
facility in Mariveles, Bataan where the refinery’s propylene production is converted into
higher-value polypropylene resin.
In line with efforts to increase its presence in the regional market, Petron exports various
products to Asia-Pacific countries. In March 2012, Petron increased its regional presence
when it acquired an integrated refining, distribution, and marketing business in Malaysia.
Petron Malaysia includes an 88,000 barrel-per-day refinery, 7 storage facilities and
network of 560 service stations.
The Parent Company is a public company under Section 17.2 of Securities Regulation
Code and its shares of stock are listed for trading at the Philippine Stock Exchange
(PSE). As of December 31, 2014, the Parent Company’s public float stood at 23.77%.
The intermediate parent company of Petron is San Miguel Corporation, a company
incorporated in the Philippines and its ultimate parent company is Top Frontier
Investments Holdings, Inc. which is incorporated in the Philippines.
The registered office address of Petron is SMC Head Office Complex, 40 San Miguel
Avenue, Mandaluyong City.
2. Basis of Preparation
Statement of Compliance
The accompanying consolidated financial statements have been prepared in compliance
with Philippine Financial Reporting Standards (PFRS). PFRS are based on International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards
Board (IASB). PFRS consist of PFRS, Philippine Accounting Standards (PAS) and
Philippine Interpretations issued by the Financial Reporting Standards Council (FRSC).
The consolidated financial statements were authorized for issue by the BOD on
March 17, 2015.
81
Basis of Measurement
The consolidated financial statements of the Group have been prepared on the historical
cost basis of accounting except for the following which are measured on an alternative
basis at each reporting date:
Basis of Consolidation
The consolidated financial statements include the accounts of the Parent Company and its
subsidiaries. These subsidiaries are:
Percentage
of Ownership Country of
Name of Subsidiary 2014 2013 Incorporation
Overseas Ventures Insurance Corporation (Ovincor) 100.00 100.00 Bermuda
Petrogen Insurance Corporation (Petrogen) 100.00 100.00 Philippines
Petron Freeport Corporation (PFC) 100.00 100.00 Philippines
Petron Singapore Trading Pte., Ltd. (PSTPL) 100.00 100.00 Singapore
Petron Marketing Corporation (PMC) 100.00 100.00 Philippines
New Ventures Realty Corporation (NVRC) and 40.00 40.00 Philippines
Subsidiaries
Limay Energen Corporation (LEC) 100.00 100.00 Philippines
Petron Global Limited (PGL) 100.00(a) 100.00(a) British Virgin
Islands
Petron Finance (Labuan) Limited 100.00 100.00 Malaysia
Petron Oil and Gas Mauritius Ltd. and 100.00 100.00 Mauritius
Subsidiaries (Mauritius)
Petrochemical Asia (HK) Limited (PAHL) and 45.85 45.85 Hong Kong
Subsidiaries
(a)
Ownership represents 100% of PGL’s common shares.
Petrogen and Ovincor are both engaged in the business of non-life insurance and
re-insurance.
82 The primary purpose of PFC and PMC is to, among others, sell on wholesale or retail and
operate service stations, retails outlets, restaurants, convenience stores and the like.
PSTPL’s principal activities are those relating to the procurement of crude oil, ethanol,
catalysts, additives, coal and various petroleum finished products; crude vessel chartering
and commodity risk management.
NVRC’s primary purpose is to acquire real estate and derive income from its sale or
lease. NVRC is considered as a subsidiary of Petron despite owning only 40% as Petron
has the power, in practice, to govern the financial and operating policies of NVRC, to
appoint or remove the majority of the members of the BOD of NVRC and to cast
majority votes at meetings of the BOD of NVRC. Petron controls NVRC since it is
exposed, and has rights, to variable returns from its involvement with NVRC and has the
ability to affect those returns through its power over NVRC.
The primary purpose of LEC is to build, operate, maintain, sell and lease power
generation plants, facilities, equipment and other related assets and generally engage in
the business of power generation and sale of electricity generated by its facilities.
On February 24, 2012, Petron acquired PGL, a company incorporated in the British
Virgin Islands. PGL has issued an aggregate of 49,622,176 common shares with a par
value of US$1.00 per share to Petron and 150,000,000 cumulative, non-voting, non-
participating and non-convertible preferred shares series A and 200,000,000 cumulative,
non-voting, non-participating and non-convertible preferred shares series B at an issue
price equal to the par value of each share of US$1.00 to a third party investor (Note 14).
-3-
In March 2012, the Parent Company through its indirect offshore subsidiary Petron Oil
and Gas International Sdn. Bhd. (POGI), acquired Esso Malaysia Berhad (EMB),
ExxonMobil Malaysia Sdn Bhd (EMMSB) and ExxonMobil Borneo Sdn Bhd (EMBSB)
(POGI, EMB, EMMSB, and EMBSB are collectively hereinafter referred to as “Petron
Malaysia”). As of December 31, 2014, POGI owns 73.4% of EMB and 100% for both
EMMSB and EMBSB. EMB, EMMSB and EMBSB were later renamed Petron Malaysia
Refining & Marketing Bhd (PMRMB), Petron Fuel International Sdn Bhd (PFISB) and
Petron Oil (M) Sdn Bhd (POMSB), respectively (Note 14).
Petron Finance (Labuan) Limited is a holding company incorporated under the laws of
Labuan, Malaysia.
PAHL is a company incorporated in Hong Kong in March 2008. PAHL indirectly owns,
among other assets, a 160,000 metric ton-polypropylene production plant in Mariveles,
Bataan.
A subsidiary is an entity controlled by the Group. The Group controls an entity if and
only if, the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
The Group reassesses 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.
When the Group has less than majority of the voting or similar rights of an investee, the
Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including the contractual arrangement with the other vote holders of the
investee, rights arising from other contractual arrangements and the Group’s voting rights
and potential voting rights. 83
The financial statements of the subsidiaries are included in the consolidated financial
statements from the date when the Group obtains control, and continue to be consolidated
until the date when such control ceases.
The consolidated financial statements are prepared for the same reporting period as the
Parent Company, using uniform accounting policies for like transactions and other events
in similar circumstances. Intergroup balances and transactions, including intergroup
unrealized profits and losses, are eliminated in preparing the consolidated financial
statements.
Non-controlling interests represent the portion of profit or loss and net assets not
attributable to the Parent Company and are presented in the consolidated statements of
income, consolidated statements of comprehensive income and within equity in the
consolidated statements of financial position, separately from the equity attributable to
equity holders of the Parent Company.
Non-controlling interests represent the interests not held by the Group in NVRC,
Mauritius, PGL and PAHL.
-4-
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The accounting policies set out below have been applied consistently to all the years
presented in the consolidated financial statements, except for the changes in accounting
policies as explained below.
an entity currently has a legally enforceable right to set-off if that right is:
- not contingent on a future event; and
- enforceable both in the normal course of business and in the event of default,
insolvency or bankruptcy of the entity and all counterparties; and
gross settlement is equivalent to net settlement if and only if the gross settlement
mechanism has features that:
- eliminate or result in insignificant credit and liquidity risk; and
84 - process receivables and payables in a single settlement process or cycle.
A number of new standards and amendments to standards are effective for annual periods
beginning after January 1, 2014. However, the Group has not applied the following new
or amended standards in preparing these consolidated financial statements. Unless
otherwise stated, none of these are expected to have a significant impact on the Group’s
consolidated financial statements.
-5-
The Group will adopt the following new or revised standards and amendments to
standards on the respective effective dates:
Annual Improvements to PFRSs: 2010 - 2012 and 2011 - 2013 Cycles - Amendments
were made to a total of nine standards, with changes made to the standards on
business combinations and fair value measurement in both cycles. Most amendments
will apply prospectively for annual periods beginning on or after July 1, 2014. Earlier
application is permitted, in which case the related consequential amendments to other
PFRSs would also apply. Special transitional requirements have been set for
amendments to the following standards: PFRS 2, PAS 16, PAS 38 and PAS 40. The
following are the said improvements or amendments to PFRSs, none of which has a
significant effect on the consolidated financial statements of the Group.
Scope exclusion for the formation of joint arrangements (Amendment to PFRS 3).
PFRS 3 has been amended to clarify that the standard does not apply to the
accounting for the formation of all types of joint arrangements in PFRS 11 Joint
Arrangements - i.e. including joint operations - in the financial statements of the
joint arrangements themselves.
-6-
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
86 PFRS 13 has been amended to clarify that the portfolio exception potentially
applies to contracts in the scope of PAS 39 and PFRS 9 regardless of whether
they meet the definition of a financial asset or financial liability under PAS 32 -
e.g. certain contracts to buy or sell non-financial items that can be settled net in
cash or another financial instrument. The adoption of the amendment is required
to be retrospectively applied for annual periods beginning on or after July 1,
2014.
-7-
To be Adopted 2016
The amendments to PAS 16 Property, Plant and Equipment explicitly state that
revenue-based methods of depreciation cannot be used for property, plant and
equipment. This is because such methods reflect factors other than the consumption
of economic benefits embodied in the asset - e.g. changes in sales volumes and
prices.
The amendments are effective for annual periods beginning on or after January 1,
2016, and are to be applied prospectively. Early application is permitted.
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to PFRS 10 and PAS 28). The amendments address an inconsistency
between the requirements in PFRS 10 and in PAS 28, in dealing with the sale or
contribution of assets between an investor and its associate or joint venture.
The amendments require that a full gain or loss is recognized when a transaction
involves a business (whether it is housed in a subsidiary or not). A partial gain or loss 87
is recognized when a transaction involves assets that do not constitute a business,
even if these assets are housed in a subsidiary.
if an entity changes the method of disposal of an asset (or disposal group) – i.e.
reclassifies an asset (or disposal group) from held-for-distribution to owners to
held-for-sale (or vice versa) without any time lag – then the change in
classification is considered a continuation of the original plan of disposal and the
entity continues to apply held-for-distribution or held-for-sale accounting. At the
time of the change in method, the entity measures the carrying amount of the
asset (or disposal group) and recognizes any write-down (impairment loss) or
subsequent increase in the fair value less costs to sell/distribute of the asset (or
disposal group); and
if an entity determines that an asset (or disposal group) no longer meets the
criteria to be classified as held-for-distribution, then it ceases held-for-
distribution accounting in the same way as it would cease held-for-sale
accounting.
-8-
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Any change in method of disposal or distribution does not, in itself, extend the period
in which a sale has to be completed.
The Group is assessing the potential impact on its consolidated financial statements
resulting from the application of PFRS 9.
-9-
The Group classifies its financial assets in the following categories: held-to-maturity
(HTM) investments, AFS financial assets, financial assets at FVPL and loans and
receivables. The Group classifies its financial liabilities as either financial liabilities at
FVPL or other financial liabilities. The classification depends on the purpose for which
the investments are acquired and whether they are quoted in an active market.
Management determines the classification of its financial assets and financial liabilities at
initial recognition and, where allowed and appropriate, re-evaluates such designation at
every reporting date.
‘Day 1’ Profit. Where the transaction price in a non-active market is different from the
fair value of 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 the fair value
(a ‘Day 1’ profit) in profit or loss unless it qualifies for recognition as some other type of
asset. In cases where data used is not observable, the difference between the transaction
price and model value is only recognized in profit or loss 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’ profit amount.
Financial Assets
Financial Assets at FVPL. A financial asset is classified as at FVPL if it is classified as
held for trading or is designated as such upon initial recognition. Financial assets are
designated at FVPL if the Group manages such investments and makes purchase and sale
decisions based on their fair value in accordance with the Group’s documented risk
management or investment strategy. Derivative instruments (including embedded
derivatives), except those covered by hedge accounting relationships, are classified under
this category.
89
Financial assets are classified as held for trading if they are acquired for the purpose of
selling in the near term.
the assets are part of a group of financial assets which are managed and their
performances are evaluated on a fair value basis, in accordance with a documented
risk management or investment strategy; or
The Group uses commodity price swaps to protect its margin on petroleum products from
potential price volatility of international crude and product prices. It also enters into
short-term forward currency contracts to hedge its currency exposure on crude oil
importations. In addition, the Parent Company has identified and bifurcated embedded
foreign currency derivatives from certain non-financial contracts.
- 10 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Derivative instruments are initially recognized at fair value on the date in which a
derivative transaction is entered into or bifurcated, and are subsequently re-measured at
fair value. Derivatives are presented in the consolidated statements of financial position
as assets when the fair value is positive and as liabilities when the fair value is negative.
Unrealized gains and losses from changes in fair value of forward currency contracts and
embedded derivatives are recognized under the caption marked-to-market gains (losses)
included as part of “Other income (expenses)” in the consolidated statements of income.
Unrealized gains or losses from changes in fair value of commodity price swaps are
recognized under the caption hedging gains - net included as part of “Other income
(expenses)” in the consolidated statements of income. Realized gains or losses on the
settlement of commodity price swaps are recognized under “Others” included as part of
“Cost of goods sold” in the consolidated statements of income.
The fair values of freestanding and bifurcated forward currency transactions are
calculated by reference to current exchange rates for contracts with similar maturity
profiles. The fair values of commodity swaps are determined based on quotes obtained
from counterparty banks.
The Group’s derivative assets and financial assets at FVPL are classified under this
category.
Loans and Receivables. Loans and receivables are non-derivative financial assets with
fixed or determinable payments and maturities that are not quoted in an active market.
They are not entered into with the intention of immediate or short-term resale and are not
designated as AFS financial assets or financial assets as at FVPL.
90 Subsequent to initial measurement, loans and receivables are carried at amortized cost
using the effective interest rate method, less any impairment in value. Any interest
earned on loans and receivables is recognized as part of “Interest income” account in the
consolidated statements of income on an accrual basis. 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. The periodic amortization is also included as part of
“Interest income” account in the consolidated statements of income. Gains or losses are
recognized in profit or loss when loans and receivables are derecognized or impaired.
Cash includes cash on hand and in banks which are stated at face value. Cash
equivalents are short-term, highly liquid investments that are readily convertible to
known amounts of cash and are subject to an insignificant risk of changes in value.
The Group’s cash and cash equivalents, trade and other receivables, due from related
parties, long-term receivables and non-current deposits are included in this category.
HTM Investments. HTM investments are non-derivative financial assets with fixed or
determinable payments and fixed maturities for which the Group’s management has the
positive intention and ability to hold to maturity. Where the Group sells other than an
insignificant amount of HTM investments, the entire category would be tainted and
reclassified as AFS financial assets. After initial measurement, these investments are
measured at amortized cost using the effective interest rate method, less impairment in
value. Any interest earned on the HTM investments is recognized as part of “Interest
income” account in the consolidated statements of income on an accrual basis.
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. The periodic
amortization is also included as part of “Interest income” account in the consolidated
statements of income. Gains or losses are recognized in profit or loss when the HTM
investments are derecognized or impaired.
- 11 -
The Group has no investments accounted for under this category as of December 31,
2014 and 2013.
AFS Financial Assets. AFS financial assets are non-derivative financial assets that are
either designated in this category or not classified in any of the other financial asset
categories. Subsequent to initial recognition, AFS financial assets are measured at fair
value and changes therein, other than impairment losses and foreign currency differences
on AFS debt instruments, are recognized in other comprehensive income and presented
in the consolidated statements of changes in equity. The effective yield component of
AFS debt securities is reported as part of “Interest income” account in the consolidated
statements of income. Dividends earned on holding AFS equity securities are recognized
as “Dividend income” when the right to receive payment has been established. When
individual AFS financial assets are either derecognized or impaired, the related
accumulated unrealized gains or losses previously reported in equity are transferred to
and recognized in profit or loss.
AFS financial assets also include unquoted equity instruments with fair values which
cannot be reliably determined. These instruments are carried at cost less impairment in
value, if any.
The Group’s investments in equity and debt securities included under “Available-for-sale
financial assets” account are classified under this category.
Financial Liabilities
Financial Liabilities at FVPL. Financial liabilities are classified under this category
through the fair value option. Derivative instruments (including embedded derivatives)
with negative fair values, except those covered by hedge accounting relationships, are
91
also classified under this category.
The Group carries financial liabilities at FVPL using their fair values and reports fair
value changes in profit or loss.
Other Financial Liabilities. This category pertains to financial liabilities that are not
designated or classified at FVPL. After initial measurement, other financial liabilities are
carried at amortized cost using the effective interest rate method. Amortized cost is
calculated by taking into account any premium or discount and any directly attributable
transaction costs that are considered an integral part of the effective interest rate of the
liability.
The Group’s liabilities arising from its short term loans, liabilities for crude oil and
petroleum product importation, trade and other payables, long-term debt, cash bonds,
cylinder deposits and other noncurrent liabilities are included under this category.
- 12 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Freestanding Derivatives
For the purpose of hedge accounting, hedges are classified as either: a) fair value hedges
when hedging the exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment (except for foreign currency risk); b) cash flow
hedges when hedging exposure to variability in cash flows that is either attributable to a
particular risk associated with a recognized asset or liability or a highly probable forecast
transaction or the foreign currency risk in an unrecognized firm commitment; or
c) hedges of a net investment in foreign operations.
At the inception of a hedge relationship, the Group formally designates and documents
the hedge relationship to which the Group wishes to apply hedge accounting and the risk
management objective and strategy for undertaking the hedge. The documentation
includes identification of the hedging instrument, the hedged item or transaction, the
nature of the risk being hedged and how the entity will assess the hedging instrument’s
effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash
flows attributable to the hedged risk. Such hedges are expected to be highly effective in
achieving offsetting changes in fair value or cash flows and are assessed on an ongoing
basis to determine that they actually have been highly effective throughout the financial
reporting periods for which they were designated.
The Group has no derivatives that qualify for hedge accounting as at December 31, 2014
and 2013. Any gains or losses arising from changes in fair value of derivatives are taken
directly to profit or loss during the year incurred.
92 Embedded Derivatives
The Group assesses whether embedded derivatives are required to be separated from host
contracts when the Group becomes a party to the contract.
An embedded derivative is separated from the host contract and accounted for as a
derivative if all of the following conditions are met: a) the economic characteristics and
risks of the embedded derivative are not closely related to the economic characteristics
and risks of the host contract; b) a separate instrument with the same terms as the
embedded derivative would meet the definition of a derivative; and c) the hybrid or
combined instrument is not recognized at FVPL. Reassessment only occurs if there is a
change in the terms of the contract that significantly modifies the cash flows that would
otherwise be required.
the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay them in full without material delay to a third party
under a “pass-through” arrangement; and either: (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.
- 13 -
When the Group has transferred its rights to receive cash flows from an asset or has
entered into a pass-through arrangement, it evaluates if and to what extent it has retained
the risks and rewards of ownership. When it has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the asset, the
Group continues to recognize the transferred asset to the extent of the Group’s continuing
involvement. In that case, the Group also recognizes the associated liability. The
transferred asset and the associated liability are measured on the basis that reflects the
rights and obligations that the Group has retained.
Financial Liabilities. A financial liability is derecognized when the obligation under the
liability is discharged, cancelled or expired. When an existing financial liability is
replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognized in profit or loss.
A financial asset or a group of financial assets is deemed to be impaired if, and only if,
there is objective evidence of impairment as a result of one or more events that have
occurred after the initial recognition of the asset (an incurred loss event) and that loss
event has an impact on the estimated future cash flows of the financial asset or the group
of financial assets that can be reliably estimated.
Assets Carried at Amortized Cost. For financial assets carried at amortized cost such as
93
loans and receivables, the Group first assesses whether objective impairment exists
individually for financial assets that are individually significant, or collectively for
financial assets that are not individually significant. If no objective evidence of
impairment has been identified for a particular financial asset that was individually
assessed, the Group includes the asset as part of a group of financial assets with similar
credit risk characteristics and collectively assesses the group for impairment. Assets that
are individually assessed for impairment and for which an impairment loss is, or
continues to be, recognized are not included in the collective impairment assessment.
Evidence of impairment for specific impairment purposes may include indications that
the borrower or a group of borrowers is experiencing financial difficulty, default or
delinquency in principal or interest payments, or may enter into bankruptcy or other form
of financial reorganization intended to alleviate the financial condition of the borrower.
For collective impairment purposes, evidence of impairment may include observable data
on existing economic conditions or industry-wide developments indicating that there is a
measurable decrease in the estimated future cash flows of the related assets.
- 14 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The carrying amount of the asset shall be reduced either directly or through use of an
allowance account. The impairment loss for the period shall be recognized in profit or
loss. If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to 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 profit or loss, to the extent that the
carrying amount of the asset does not exceed its amortized cost at the reversal date.
AFS Financial Assets. For equity instruments carried at fair value, the Group assesses at
each reporting date whether objective evidence of impairment exists. Objective evidence
of impairment includes a significant or prolonged decline in the fair value of an equity
instrument below its cost. ‘Significant’ is evaluated against the original cost of the
investment and ‘prolonged’ is evaluated against the period in which the fair value has
been below its original cost. The Group generally regards fair value decline as being
significant when decline exceeds 25%. A decline in a quoted market price that persists
for 12 months is generally considered to be prolonged.
If an AFS financial asset is impaired, an amount comprising the difference between the
cost (net of any principal payment and amortization) and its current fair value, less any
impairment loss on that financial asset previously recognized in profit or loss, is
transferred from equity to profit or loss. Reversals of impairment losses in respect of
equity instruments classified as AFS financial assets are not recognized in profit or loss.
Reversals of impairment losses on debt instruments are recognized in profit or loss, if the
increase in fair value of the instrument can be objectively related to an event occurring
after the impairment loss was recognized in profit or loss.
94 In the case of an unquoted equity instrument or of a derivative asset linked to and must
be settled by delivery of an unquoted equity instrument, for which its fair value cannot be
reliably measured, the amount of impairment loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows from the
asset discounted using its historical effective rate of return on the asset.
exchange financial assets or financial liabilities with another entity under conditions
that are potentially unfavorable to the Group; or
satisfy the obligation other than by the exchange of a fixed amount of cash or another
financial asset for a fixed number of own equity shares.
If the Group does not have an unconditional right to avoid delivering cash or another
financial asset to settle its contractual obligation, the obligation meets the definition of a
financial liability.
- 15 -
Fair Value Measurements
The Group measures a number of financial and non-financial assets and liabilities at fair
value.
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 most advantageous market for the asset or liability. The principal or most
advantageous market must be accessible to the Group.
The fair value of an asset or 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.
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, described as follows,
based on the lowest level input that is significant to the fair value measurement as a
whole:
Level 3: inputs for the asset or liability that are not based on observable market
data.
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 the categorization at the end of each reporting period.
For purposes of the fair value disclosure, 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 fair value hierarchy, as explained above.
Inventories
Inventories are carried at the lower of cost or net realizable value (NRV). For petroleum
products, crude oil, and tires, batteries and accessories (TBA), the net realizable value is
the estimated selling price in the ordinary course of business, less the estimated costs to
complete and/or market and distribute.
For financial reporting purposes, Petron uses the first-in, first-out method in costing
petroleum products (except lubes and greases, waxes and solvents), crude oil, and other
products. Cost is determined using the moving-average method in costing lubes and
greases, waxes and solvents, materials and supplies inventories. For income tax
reporting purposes, cost of all inventories is determined using the moving-average
method.
- 16 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
For financial reporting purposes, duties and taxes related to the acquisition of inventories
are capitalized as part of inventory cost. For income tax reporting purposes, such duties
and taxes are treated as deductible expenses in the year these charges are incurred.
Business Combination
Business combinations are accounted for using the acquisition method as at the
acquisition date. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at acquisition date fair value and the amount of any
non-controlling interests in the acquiree. For each business combination, the Group elects
whether to measure the non-controlling interests in the acquiree at fair value or at
proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are
expensed as incurred and included as part of “Selling and administrative expenses”
account in the consolidated statements of income.
When the Group acquires a business, it assesses the financial assets and financial
liabilities assumed for appropriate classification and designation in accordance with the
contractual terms, economic circumstances and pertinent conditions as at the acquisition
date.
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 at the acquisition
date fair values and any resulting gain or loss is recognized in profit or loss.
The Group measures goodwill at the acquisition date as: a) the fair value of the
consideration transferred; plus b) the recognized amount of any non-controlling interests
in the acquiree; plus c) if the business combination is achieved in stages, the fair value of
96 the existing equity interest in the acquiree; less d) the net recognized amount (generally
fair value) of the identifiable assets acquired and liabilities assumed. When the excess is
negative, a bargain purchase gain is recognized immediately in profit or loss.
Subsequently, goodwill is measured at cost less any accumulated impairment in value.
Goodwill is reviewed for impairment, annually or more frequently, if events or changes
in circumstances indicate that the carrying amount may be impaired.
The consideration transferred does not include amounts related to the settlement of pre-
existing relationships. Such amounts are generally recognized in profit or loss. Costs
related to the acquisition, other than those associated with the issue of debt or equity
securities that the Group incurs in connection with a business combination, are expensed
as incurred. Any contingent consideration payable is measured at fair value at the
acquisition date. If the contingent consideration is classified as equity, it is not
remeasured and settlement is accounted for within equity. Otherwise, subsequent changes
to the fair value of the contingent consideration are recognized in profit or loss.
o represents the lowest level within the Group at which the goodwill is monitored
for internal management purposes; and
- 17 -
Impairment is determined by assessing the recoverable amount of the cash-
generating unit or group of cash-generating units, to which the goodwill relates.
Where the recoverable amount of the cash-generating unit or group of cash-
generating units is less than the carrying amount, an impairment loss is recognized.
Where goodwill forms part of a cash-generating unit or group of cash-generating
units 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. An impairment loss
with respect to goodwill is not reversed.
Following initial recognition, intangible asset is carried at cost less any accumulated
amortization and impairment losses, if any. The useful life of an intangible asset is
assessed to be either finite or indefinite.
An intangible asset with finite life is amortized over the useful economic life and
assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortization period and the amortization method for an intangible
asset with a finite useful life are reviewed at least at each reporting date. A change in
the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset is accounted for as a change in accounting estimate.
97
The amortization expense on intangible asset with finite life is recognized in profit or
loss.
Transfers of assets between commonly controlled entities are accounted for using the
book value accounting.
Non-controlling Interests
The acquisitions of non-controlling interests are accounted for as transactions with
owners in their capacity as owners and therefore no goodwill is recognized as a result of
such transactions. Any difference between the purchase price and the net assets of the
acquired entity is recognized in equity. The adjustments to non-controlling interests are
based on a proportionate amount of the net assets of the subsidiary.
Investment in an Associate
An associate is an entity in which the Group has significant influence. Significant
influence is the power to participate in the financial and operating policies of the
investee, but not control over those policies.
The Group’s investment in an associate are accounted for using the equity method.
- 18 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Under the equity method, the investment in an associate is initially recognized at cost.
The carrying amount of the investment is adjusted to recognize the changes in the
Group’s share of net assets of the associate since the acquisition date. Goodwill relating
to the associate is included in the carrying amount of the investment and is neither
amortized nor individually tested for impairment.
The Group’s share in the profit or loss of the associate is recognized as “Share in net
income (losses) of associates” account in the Group’s consolidated statements of income.
Adjustments to the carrying amount may also be necessary for changes in the Group’s
proportionate interest in the associate arising from changes in the associate’s other
comprehensive income. The Group’s share of those changes is recognized in the
consolidated statements of comprehensive income. Unrealized gains and losses resulting
from transactions between the Group and the associate are eliminated to the extent of the
interest in the associate.
After application of the equity method, the Group determines whether it is necessary to
recognize an impairment loss with respect to the Group’s net investment in the associate.
At each reporting date, the Group determines whether there is objective evidence that the
investment in the associate is impaired. If there is such evidence, the Group recalculates
the amount of impairment as the difference between the recoverable amount of the
associate and its carrying value. Such impairment loss is recognized as part of “Share in
net income (losses) of associates” account in the consolidated statements of income.
Upon loss of significant influence over the associate, the Group measures and recognizes
any retained investment at fair value. Any difference between the carrying amount of the
associate upon loss of significant influence and the fair value of the retained investment
98 and proceeds from disposal is recognized in profit or loss.
The financial statements of the associate 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.
The Group’s 33.33% joint venture interest in Pandacan Depot Services, Inc. (PDSI),
included under “Other noncurrent assets - net” account in the consolidated statements of
financial position, is accounted for under the equity method of accounting. The interest
in joint venture is carried in the consolidated statements of financial position at cost plus
post-acquisition changes in the Group’s share in net income (loss) of the joint venture,
less any impairment in value. The consolidated statements of income reflect the Group’s
share in the results of operations of the joint venture presented as part of “Other income
(expenses) - others” account. The Group has no capital commitments or contingent
liabilities in relation to its interest in this joint venture.
Results of operations as well as financial position balances of PDSI were less than 1% of
the consolidated values and as such are assessed as not material; hence, not separately
disclosed.
- 19 -
Property, Plant and Equipment
Property, plant and equipment, except land, are stated at cost less accumulated
depreciation and amortization and any accumulated impairment in value. Such cost
includes the cost of replacing part of the property, plant and equipment at the time that
cost is incurred, if the recognition criteria are met, and excludes the costs of day-to-day
servicing. Land is stated at cost less any impairment in value.
The initial cost of property, plant and equipment comprises its construction cost or
purchase price, including import duties, taxes and any directly attributable costs in
bringing the asset to its working condition and location for its intended use. Cost also
includes any related asset retirement obligation (ARO). Expenditures incurred after the
asset has been put into operation, such as repairs, maintenance and overhaul costs, are
normally recognized as an expense in the period the costs are incurred. Major repairs are
capitalized as part of property, plant and equipment only when it is probable that future
economic benefits associated with the items will flow to the Group and the cost of the
items can be measured reliably.
For financial reporting purposes, duties and taxes related to the acquisition of property,
plant and equipment are capitalized. For income tax reporting purposes, such duties and
taxes are treated as deductible expenses in the year these charges are incurred.
99
For financial reporting purposes, depreciation and amortization, which commences when
the assets are available for its intended use, are computed using the straight-line method
over the following estimated useful lives of the assets:
Number of Years
Buildings and related facilities 2 - 50
Refinery and plant equipment 5 - 33
Service stations and other equipment 1 1/2 - 33
Computers, office and motor equipment 2 - 20
Land and leasehold improvements 10 or the term of the lease,
whichever is shorter
For income tax reporting purposes, depreciation and amortization are computed using the
double-declining balance method.
The remaining useful lives, residual values, and depreciation and amortization methods
are reviewed and adjusted periodically, if appropriate, to ensure that such periods and
methods of depreciation and amortization are consistent with the expected pattern of
economic benefits from the items of property, plant and equipment.
The carrying amounts of property, plant and equipment are reviewed for impairment
when events or changes in circumstances indicate that the carrying amounts may not be
recoverable.
Fully depreciated assets are retained in the accounts until they are no longer in use.
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Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
An item of property, plant and equipment is derecognized when either it has been
disposed of or when it is permanently withdrawn from use and no future economic
benefits are expected from its use or disposal. Any gain or loss arising from the
retirement or disposal of an item of property, plant and equipment (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is
included in profit or loss in the period of retirement or disposal.
Investment Property
Investment property consists of land and office units held to earn rentals and/or for
capital appreciation but not for sale in the ordinary course of business, used in the
production or supply of goods or services or for administrative purposes. Investment
property, except for land, is measured at cost including transaction costs less accumulated
depreciation and amortization and any accumulated impairment in value. The carrying
amount includes the cost of replacing part of an existing investment property at the time
the cost is incurred, if the recognition criteria are met, and excludes the costs of day-to-
day servicing of an investment property. Land is stated at cost less any impairment in
value.
The useful lives, residual values and depreciation and amortization method are reviewed
and adjusted, if appropriate, at each reporting date.
Transfers are made to investment property when, and only when, there is a change in use,
evidenced by ending of owner-occupation or commencement of an operating lease to
another party. Transfers are made from investment property when, and only when, there
is a change in use, evidenced by commencement of the owner-occupation or
commencement of development with a view to sell.
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost
of intangible assets acquired in a business combination is its fair value as at the date of
acquisition. Subsequently, intangible assets are measured at cost less accumulated
amortization and any accumulated impairment losses. Internally generated intangible
assets, excluding capitalized development costs, are not capitalized and expenditures are
recognized in profit or loss in the year in which the related expenditures are incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite.
- 21 -
Intangible assets with finite lives are amortized over the useful life and assessed for
impairment whenever there is an indication that the intangible assets may be impaired.
The amortization period and the amortization method used for an intangible asset with a
finite useful life are reviewed at least at each reporting date. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied
in the asset are accounted for by changing the amortization period or method, as
appropriate, and are treated as changes in accounting estimates. The amortization
expense on intangible assets with finite lives is recognized in profit or loss consistent
with the function of the intangible asset.
Amortization is computed using the straight-line method over the following estimated
useful lives of the assets:
Number of Years
Software 5 - 10
Franchise fee 3 - 10
Gains or losses arising from the disposal 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 profit or loss when the asset is derecognized.
As of December 31, 2014 and 2013, the Group has existing and pending trademark
registration for its products for a term of 10 to 20 years. It also has copyrights for its
7-kg LPG container, Gasulito with stylized letter “P” and two flames, for Powerburn 2T,
and for Petron New Logo (22 styles). Copyrights endure during the lifetime of the
creator and for another 50 years after creator’s death. 101
The amount of intangible assets is included as part of “Other noncurrent assets” in the
consolidated statements of financial position.
Expenses incurred for research and development of internal projects and internally
developed patents and copyrights are expensed as incurred and are part of “Selling and
administrative expenses” account in the consolidated statements of income.
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Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
An assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If
such indication exists, the recoverable amount is estimated. 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 and amortization, had no impairment loss been
recognized for the asset in prior years. Such reversal is recognized in profit or loss.
After such a reversal, the depreciation and amortization charge is adjusted in future
periods to allocate the asset’s revised carrying amount, less any residual value, on a
systematic basis over its remaining useful life
Cylinder Deposits
The LPG cylinders remain the property of the Group and are loaned to dealers upon
payment by the latter of an amount equivalent to 100% of the acquisition cost of the
cylinders.
The Group maintains the balance of cylinder deposits at an amount equivalent to three
days worth of inventory of its biggest dealers, but in no case lower than P200 at any
given time, to take care of possible returns by dealers.
At the end of each reporting date, cylinder deposits, shown under “Other noncurrent
liabilities” account in the consolidated statements of financial position, are reduced for
estimated non-returns. The reduction is recognized directly to profit or loss.
102 Provisions
Provisions are recognized when: (a) the Group has a present obligation (legal or
constructive) as a result of past event; (b) it is probable (i.e., more likely than not) 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 assessment of
the time value of money and the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognized as interest expense.
Where some or all of the expenditure required to settle a provision is expected to be
reimbursed by another party, the reimbursement shall be recognized when, and only
when, it is virtually certain that reimbursement will be received if the entity settles the
obligation. The reimbursement is treated as a separate asset. The amount recognized for
the reimbursement shall not exceed the amount of the provision. Provisions are reviewed
at each reporting date and adjusted to reflect the current best estimate.
The Group recognizes provisions arising from legal and/or constructive obligations
associated with the cost of dismantling and removing an item of property, plant and
equipment and restoring the site where it is located, the obligation for which the Group
incurs either when the asset is acquired or as a consequence of using the asset during a
particular year for purposes other than to produce inventories during the year.
Capital Stock
Common Shares
Common shares are classified as equity. Incremental costs directly attributable to the
issue of common shares and share options are recognized as a deduction from equity, net
of any tax effects and any excess of the proceeds over the par value of shares issued less
any incremental costs directly attributable to the issuance, net of tax, is presented in
equity as additional paid-in capital.
- 23 -
Preferred Shares
Preferred shares are classified as equity if they are non-redeemable, or redeemable only
at the Parent Company’s option, and any dividends thereon are discretionary. Dividends
thereon are recognized as distributions within equity upon approval by the Parent
Company’s BOD.
Preferred shares are classified as a liability if they are redeemable on a specific date or at
the option of the shareholders, or if dividend payments are not discretionary. Dividends
thereon are recognized as interest expense in profit or loss as accrued.
Retained Earnings
Retained earnings represent the accumulated net income or losses, net of any dividend
distributions and other capital adjustments. Appropriated retained earnings represent that
portion which is restricted and therefore not available for any dividend declaration.
103
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will
flow to the Group and the amount of the revenue can be reliably measured. The
following specific recognition criteria must also be met before revenue is recognized:
Sale of Goods. Revenue from sale of goods in the course of ordinary activities is
measured at the fair value of the consideration received or receivable, net of trade
discounts and volume rebates. Revenue is recognized when the significant risks and
rewards of ownership of the goods have passed to the buyer, which is normally upon
delivery and the amount of revenue can be measured reliably.
Interest. Revenue is recognized as the interest accrues, taking into account the effective
yield on the asset.
Dividend. Revenue is recognized when the Group’s right as a shareholder to receive the
payment is established.
Rent. Revenue from operating leases (net of any incentives given to the lessees) is
recognized on a straight-line basis over the lease term.
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Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Expenses are also recognized when a decrease in future economic benefit related to a
decrease in an asset or an increase in a liability that can be measured reliably has arisen.
Expenses are recognized on the basis of a direct association between costs incurred and
the earning of specific items of income; on the basis of systematic and rational allocation
procedures when economic benefits are expected to arise over several accounting periods
and the association can only be broadly or indirectly determined; or immediately when an
expenditure produces no future economic benefits or when, and to the extent that future
economic benefits do not qualify, or cease to qualify, for recognition as an asset.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the
substance of the arrangement and requires an assessment of whether the fulfillment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset. A reassessment is made after the 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 an extension is granted, unless the term of the
renewal or extension was initially included in the lease term;
104 (c) there is a change in the determination of whether fulfillment is dependent on a
specific asset; or
Where a reassessment is made, lease accounting shall commence or cease from the date
when the change in circumstances gives rise to the reassessment for scenarios (a), (c) or
(d), and at the date of renewal or extension period for scenario (b), above.
Operating Lease
Group as Lessee. Leases which do not transfer to the Group substantially all the risks and
benefits of ownership of the asset are classified as operating leases. Operating lease
payments are recognized as an expense in profit or loss on a straight-line basis over the
lease term. Associated costs such as maintenance and insurance are expensed as
incurred.
Group as Lessor. Leases where the Group does not transfer substantially all the risks and
benefits of ownership of the assets are classified as operating leases. Rent income from
operating leases is recognized as income on a straight-line basis over the lease term.
Initial direct costs incurred in negotiating an operating lease are added to the carrying
amount of the leased asset and recognized as an expense over the lease term on the same
basis as rent income. Contingent rents are recognized as income in the period in which
they are earned.
- 25 -
Borrowing Costs
Borrowing costs are capitalized if they are directly attributable to the acquisition or
construction of a qualifying asset. Capitalization of borrowing costs commences when
the activities to prepare the asset are in progress and expenditures and borrowing costs
are being incurred. Borrowing costs are capitalized until the assets are substantially
ready for their intended use.
The carrying amount of development costs is reviewed for impairment annually when the
related asset is not yet in use. Otherwise, this is reviewed for impairment when events or
changes in circumstances indicate that the carrying amount may not be recoverable.
Employee Benefits
Short-term Employee Benefits
Short-term employee benefits are expensed as the related service is provided. A liability
is recognized for the amount expected to be paid if the Group has a present legal or
constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
The Group’s net retirement benefits liability is calculated by estimating the amount of
future benefit that employees have earned in return for their service in the current and
prior periods, discounting that amount and deducting the fair value of any plan assets.
Remeasurements of the net defined retirement obligation or asset, excluding net interest,
are recognized immediately in other comprehensive income under “Equity reserve for
retirement plan”. Such remeasurements are also immediately recognized in equity under
“Reserve for retirement plan” and are not reclassified to profit or loss in subsequent
period. Net defined retirement benefit obligation or asset comprise actuarial gains and
losses, the return on plan assets, excluding interest and the effect of the asset ceiling, if
any. The Group determines the net interest expense or income on the net defined
retirement obligation or asset for the period by applying the discount rate used to measure
the defined benefit retirement obligation at the beginning of the annual period to the then-
net defined retirement obligation or asset, taking into account any changes in the net
defined benefit retirement obligation or asset during the period as a result of
contributions and benefit payments. Net interest expense and other expenses related to
defined benefit plans are recognized in profit or loss.
- 26 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
When the benefits of a plan are changed or when a plan is curtailed, the resulting change
in benefit that relates to past service or the gain or loss on curtailment is recognized
immediately in profit or loss. The Group recognizes gains and losses on the settlement of
a defined benefit retirement plan when the settlement occurs.
The Group has a corporate performance incentive program that aims to provide financial
incentives for the employees, contingent on the achievement of the Group’s annual
business goals and objectives. The Group recognizes achievement of its business goals
through key performance indicators (KPIs) which are used to evaluate performance of the
organization. The Group recognizes the related expense when the KPIs are met, that is
when the Group is contractually obliged to pay the benefits.
Savings Plan. The Group established a Savings Plan wherein eligible employees may
apply for membership and have the option to contribute 5% to 15% of their monthly base
pay. The Group, in turn, contributes an amount equivalent to 50% of the employee-
member’s contribution. However, the Group’s 50% share applies only to a maximum of
10% of the employee-member’s contribution. The Savings Plan aims to supplement
benefits upon employees’ retirement and to encourage employee-members to save a
portion of their earnings. The Group accounts for this benefit as a defined contribution
pension plan and recognizes a liability and an expense for this plan as the expenses for its
contribution fall due. The Group has no legal or constructive obligations to pay further
contributions after payments of the equivalent employer-share. The accumulated savings
of the employees plus the Group’s share, including earnings, will be paid in the event of
the employee’s: (a) retirement, (b) resignation after completing at least five years of
106 continuous services, (c) death, or (d) involuntary separation not for cause.
Land/Home Ownership Plan. The Group established the Land/Home Ownership Plan, an
integral part of the Savings Plan, to extend a one-time financial assistance to Savings
Plan members in securing housing loans for residential purposes.
Foreign Currency
Foreign Currency Translations
Transactions in foreign currencies are translated to the respective functional currencies of
Group entities at exchange rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date. The foreign currency gain or loss
on monetary items is the difference between amortized cost in the functional currency at
the beginning of the year, adjusted for effective interest and payments during the year,
and the amortized cost in foreign currency translated at the exchange rate at the end of
the reporting date.
- 27 -
Foreign Operations
The assets and liabilities of foreign operations, including goodwill and fair value
adjustments arising on acquisition, are translated to Philippine peso at exchange rates at
the reporting date. The income and expenses of foreign operations, excluding foreign
operations in hyperinflationary economies, are translated to Philippine peso at average
exchange rates for the period.
When the settlement of a monetary item receivable from or payable to a foreign operation
is neither planned nor likely in the foreseeable future, foreign exchange gains and losses
arising from such a monetary item are considered to form part of a net investment in a
foreign operation and are recognized in other comprehensive income, and presented in
the “Other reserves” account in the consolidated statements of changes in equity. 107
Taxes
Current Tax. Current tax is the expected tax payable or receivable on the taxable income
or loss for the year, using tax rates enacted or substantively enacted at the reporting date,
and any adjustment to tax payable in respect of previous years.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
- 28 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Deferred tax assets are recognized for all deductible temporary differences, carryforward
benefits of unused tax credits - Minimum Corporate Income Tax (MCIT) and unused tax
losses - Net Operating Loss Carry Over (NOLCO), to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and
the carryforward benefits of MCIT and NOLCO can be utilized, except:
where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
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 profit will be available to
allow all or part of the deferred tax asset 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 profit will allow the deferred tax asset to be recovered.
The measurement of deferred tax reflects the tax consequences that would follow the
manner in which the Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
108
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the year when the asset is realized or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group takes into account the
impact of uncertain tax positions and whether additional taxes and interest may be due.
The Group believes that its accruals for tax liabilities are adequate for all open tax years
based on its assessment of many factors, including interpretation of tax laws and prior
experience. This assessment relies on estimates and assumptions and may involve a
series of judgments about future events. New information may become available that
causes the Group to change its judgment regarding the adequacy of existing tax
liabilities; such changes to tax liabilities will impact tax expense in the period that such a
determination is made.
Current tax and deferred tax are recognized in profit or loss except to the extent that it
relates to a business combination, or items recognized directly in equity or in other
comprehensive income.
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 taxes
relate to the same taxable entity and the same taxation authority.
- 29 -
Value-added Tax (VAT). Revenues, expenses and assets are recognized net of the
amount of VAT, except:
where the tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the tax is recognized as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
receivables and payables that are stated with the amount of tax included.
The net amount of tax recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the consolidated statements of financial position.
When an asset no longer meets the criteria to be classified as held for sale or distribution,
the Group shall cease to classify such as held for sale. Transfers from assets held for sale
or distribution are measured at the lower of its carrying amount before the asset was
classified as held for sale or distribution, adjusted for any depreciation that would have
been recognized had the asset not been classified as held for sale or distribution, and its
recoverable amount at the date of the subsequent decision not to sell.
Related Parties
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
financial and operating decisions. Parties are also considered to be related if they are
subject to common control. Related parties may be individuals or corporate entities.
- 30 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
For the purpose of computing diluted EPS, the net income for the period attributable to
owners of the Parent Company and the weighted-average number of issued and
outstanding common shares are adjusted for the effects of all potential dilutive debt or
equity instruments.
Operating Segments
The Group’s operating segments 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. Financial
information on operating segments is presented in Note 37 to the consolidated financial
statements. The Chief Executive Officer (the “chief operating decision maker”) reviews
management reports on a regular basis.
The measurement policies the Group used for segment reporting under PFRS 8, are the
same as those used in its consolidated financial statements. There have been no changes
in the measurement methods used to determine reported segment profit or loss from prior
periods. All inter-segment transfers are carried out at arm’s length prices.
Segment revenues, expenses and performance include sales and purchases between
business segments. Such sales and purchases are eliminated in consolidation.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. They
are disclosed in the notes to the consolidated financial statements unless the possibility of
an outflow of resources embodying economic benefits is remote. Contingent assets are
not recognized in the consolidated financial statements but are disclosed in the notes to
110 the consolidated financial statements when an inflow of economic benefits is probable.
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. Revisions are recognized in the period in which the
judgments and estimates are revised and in any future period affected.
- 31 -
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:
Functional Currency. The Parent Company has determined that its functional currency is
the Philippine peso. It is the currency of the primary economic environment in which the
Parent Company operates.
Operating Lease Commitments - Group as Lessor/Lessee. The Group has entered into
various lease agreements either as lessor or a lessee. The Group had determined that it
retains all the significant risks and rewards of ownership of the properties leased out on
operating leases while the significant risks and rewards for properties leased from third
parties are retained by the lessors.
Evaluating Control over its Investees. Although the Parent Company owns less than
50% of the voting rights on some of its investees, management has determined that the
Parent Company controls these entities by virtue of its exposure and rights to variable
returns from its involvement in these investees and its ability to affect those returns
through its power over the investees.
111
Classifying Financial Instruments. The Group exercises judgments in classifying a
financial instrument, or its component parts, on initial recognition as a financial asset, a
financial liability, or an equity instrument in accordance with the substance of the
contractual arrangement and the definitions of a financial asset or liability. The substance
of a financial instrument, rather than its legal form, governs its classification in the
consolidated statements of financial position.
Determining Fair Values of Financial Instruments. Where the fair values of financial
assets and financial liabilities recognized in the consolidated statements of financial
position cannot be derived from active markets, they are determined using a variety of
valuation techniques that include the use of mathematical models. The Group uses
judgments to select from a variety of valuation models and make assumptions regarding
considerations of liquidity and model inputs such as correlation and volatility for longer
dated financial instruments. The input to these models is taken from observable markets
where possible, but where this is not feasible, a degree of judgment is required in
establishing fair value.
Distinction between Property, Plant and Equipment and Investment Property. The
Group determines whether a property qualifies as investment property. In making its
judgment, the Group considers whether the property generates cash flows largely
independent of the other assets held by the Group. Owner-occupied properties generate
cash flows that are attributable not only to the property but also to other assets used in the
production or supply process.
- 32 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Some properties comprise a portion that is held to earn rental or for capital appreciation
and another portion that is held for use in the production and supply of goods and
services or for administrative purposes. If these portions can be sold separately
(or leased out separately under finance lease), the Group accounts for the portions
separately. If the portion cannot be sold separately, the property is accounted for as
investment property only if an insignificant portion is held for use in the production or
supply of goods or services for administrative purposes. Judgment is applied in
determining whether ancillary services are so significant that a property does not qualify
as investment property. The Group considers each property separately in making its
judgment.
(a) there is a change of 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;
Where a reassessment is made, lease accounting shall commence or cease from the date
when the change in circumstances gives rise to the reassessment for scenarios (a), (c) or
(d) above, and at the date of renewal or extension period for scenario (b).
Taxes. Significant judgment is required in determining current and deferred tax expense.
There are many transactions and calculations for which the ultimate tax determination is
uncertain during the ordinary course of business. The Group recognizes liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were
initially recorded, such differences will impact the current income tax and deferred tax
expenses in the year in which such determination is made.
Beginning July 2008, in the determination of the Group’s current taxable income, the
Group has an option to either apply the optional standard deduction (OSD) or continue to
claim itemized standard deduction. The Group, at each taxable year from the effectivity
of the law, may decide which option to apply; once an option to use OSD is made, it shall
be irrevocable for that particular taxable year. For 2014, 2013 and 2012 the Group opted
to continue claiming itemized standard deductions except for Petrogen, Las Lucas
Construction and Development Corporation (LLCDC) and Parkville Estates and
Development Corporation (PEDC), which are subsidiaries of NVRC, as they opted to
apply OSD.
- 33 -
Contingencies. The Group currently has several tax assessments, legal and administrative
claims. The Group’s estimate of the probable costs for the resolution of these assessments
and claims has been developed in consultation with in-house as well as outside legal
counsel handling the prosecution and defense of these matters and is based on an analysis
of potential results. The Group currently does not believe that these tax assessments,
legal and administrative claims will have a material adverse effect on its consolidated
financial position and consolidated financial performance. It is possible, however, that
future financial performance could be materially affected by changes in the estimates or
in the effectiveness of strategies relating to these proceedings. No accruals were made in
relation to these proceedings (Note 39).
Allowance for Impairment Losses on Trade and Other Receivables. Allowance for
impairment is maintained at a level considered adequate to provide for potentially
uncollectible receivables. The level of allowance is based on past collection experience
and other factors that may affect collectibility. An evaluation of receivables, designed to
identify potential changes to allowance, is performed regularly throughout the year.
Specifically, in coordination with the National Sales Division, the Finance Division
ascertains customers who are unable to meet their financial obligations. In these cases,
the Group’s management uses sound judgment based on the best available facts and
circumstances included but not limited to, the length of relationship with the customers,
the customers’ current credit status based on known market forces, average age of 113
accounts, collection experience and historical loss experience. The amount of
impairment loss differs for each year based on available objective evidence for which the
Group may consider that it will not be able to collect some of its accounts. Impaired
accounts receivable are written off when identified to be worthless after exhausting all
collection efforts. An increase in allowance for impairment of trade and other receivable
would increase the Group’s recorded selling and administrative expenses and decrease
current assets.
Impairment losses on trade and other receivables amounted to P2, P3 and P13 in 2014,
2013 and 2012, respectively (Notes 9 and 23). Receivables written-off amounted to P155
in 2014 and P21 in 2013 (Note 9).
The Group recognized an inventory write-down amounting to P798 and P702 in 2014
and 2013, respectively (Note 10).
- 34 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
In 2014 and 2013, the Group provided an additional allowance amounting to P14 and
P33, respectively (Note 10).
Fair Values of Financial Assets and Financial Liabilities. The Group carries certain
financial assets and financial liabilities at fair value, which requires extensive use of
accounting estimates and judgments. Significant components of fair value measurement
were determined using verifiable objective evidence (i.e., foreign exchange rates, interest
rates, volatility rates). The amount of changes in fair value would differ if the Group
utilized different valuation methodologies and assumptions. Any change in the fair value
of these financial assets and financial liabilities would affect profit or loss and equity.
Fair values of financial assets and financial liabilities are discussed in Note 35.
Estimated Useful Lives of Property, Plant and Equipment, Intangible Assets with Finite
Useful Lives and Investment Property. The Group estimates the useful lives of property,
plant and equipment, intangible assets with finite useful lives and investment property
114 based on the period over which the assets are expected to be available for use. The
estimated useful lives of property, plant and equipment, intangible assets with finite
useful lives and investment property are reviewed periodically and are updated if
expectations differ from previous estimates due to physical wear and tear, technical or
commercial obsolescence and legal or other limits on the use of the assets.
In addition, estimation of the useful lives of property, plant and equipment, intangible
assets with finite useful lives and investment property is based on collective assessment
of industry practice, internal technical evaluation and experience with similar assets. It is
possible, however, that future financial performance could be materially affected by
changes in estimates brought about by changes in factors mentioned above. The amounts
and timing of recorded expenses for any period would be affected by changes in these
factors and circumstances. A reduction in the estimated useful lives of property, plant
and equipment, intangible assets with finite useful lives and investment property would
increase recorded cost of goods sold and selling and administrative expenses and
decrease noncurrent assets.
There is no change in estimated useful lives of property, plant and equipment, intangible
assets with finite useful lives and investment property based on management’s review at
the reporting date.
- 35 -
Impairment of AFS Financial Assets. AFS financial assets are assessed as impaired when
there has been a significant or prolonged decline in the fair value below cost or where
other objective evidence of impairment exists. The determination of what is significant or
prolonged requires judgment. In addition, the Group evaluates other factors, including
normal volatility in share price for quoted equities, and the future cash flows and the
discount factors for unquoted equities.
The carrying amount of AFS financial assets amounted to P881 and P915 as of
December 31, 2014 and 2013, respectively (Note 8).
Fair Value of Investment Property. The fair value of investment property presented for
disclosure purposes is based on market values, being the estimated amount for which the
property can be sold, or based on a most recent sale transaction of a similar property
within the same vicinity where the investment property is located.
In the absence of current prices in an active market, the valuations are prepared by
considering the aggregate estimated future cash flows expected to be received from
leasing out the property. A yield that reflects the specific risks inherent in the net cash
flows is then applied to the net annual cash flows to arrive at the property valuation.
Estimated fair values of investment property amounted to P156 as of December 31, 2014
and 2013 (Note 13).
The recoverable amount of goodwill has been determined based on value in use using
discounted cash flows (DCF). Assumptions used in the DCF include terminal growth
rate of 3.0% in 2014 and 2013 and discount rates of 7.8% and 8.0% in 2014 and 2013,
respectively (Note 14).
Management believes that any reasonably possible change in the key assumptions on
which the recoverable amount is based would not cause its carrying amount to exceed its
recoverable amount.
The calculations of value in use are most sensitive to the projected sales volume, selling
price and improvement in the gross profit margin, and discount rate.
Acquisition Accounting. The Group accounts for acquired businesses using the
acquisition method of accounting which requires that the assets acquired and liabilities
assumed are recognized at the date of acquisition based on their respective fair values.
The application of the acquisition method requires certain estimates and assumptions
especially concerning the determination of the fair values of acquired property, plant and
equipment at the date of the acquisition. Moreover, the useful lives of the acquired
property, plant and equipment have to be determined. Accordingly, for significant
acquisitions, the Group obtains assistance from valuation specialists. The valuations are
based on information available at the acquisition date.
- 36 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The Group has completed the purchase price allocation exercise on acquisitions made in
2012 (Note 14). Total combined carrying amounts of goodwill arising from business
combinations amounted to P8,921 and P9,386 as at December 31, 2014 and 2013,
respectively (Note 14).
Realizability of Deferred Tax Assets. The Group reviews its deferred tax assets at each
reporting date and reduces the carrying amount to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax assets
to be utilized. The Group’s assessment on the recognition of deferred tax assets on
deductible temporary differences and carry forward benefits of MCIT and NOLCO is
based on the projected taxable income in the following periods.
Deferred tax assets amounted to P242 and P162 as of December 31, 2014 and 2013,
respectively (Note 27).
Present Value of Defined Benefit Retirement Obligation. The present value of defined
benefit retirement obligation depends on a number of factors that are determined on an
actuarial basis using a number of assumptions. These assumptions are described in
Note 30 to the consolidated financial statements and include discount rate and salary
increase rate.
The Group determines the appropriate discount rate at the end of each year. It is the
interest rate that should be used to determine the present value of estimated future cash
outflows expected to be required to settle the retirement liabilities. In determining the
appropriate discount rate, the Group considers the interest rates on government bonds
that are denominated in the currency in which the benefits will be paid. The terms to
maturity of these bonds should approximate the terms of the related retirement liability.
Other key assumptions for retirement liabilities are based in part on current market
conditions.
While it is believed that the Group’s assumptions are reasonable and appropriate,
significant differences in actual experience or significant changes in assumptions may
materially affect the Group’s retirement benefits liability.
- 37 -
Asset Retirement Obligation. The Group has an ARO arising from leased service stations,
depots, blending plant, and franchised store and locator in Carmen. Determining ARO
requires estimation of the costs of dismantling, installations and restoring leased
properties to their original condition. The Group determined the amount of ARO by
obtaining estimates of dismantling costs from the proponent responsible for the operation
of the asset, discounted at the Group’s current credit-adjusted risk-free rate ranging from
5.404% to 9.81% depending on the life of the capitalized costs. While it is believed that
the assumptions used in the estimation of such costs are reasonable, significant changes
in these assumptions may materially affect the recorded expense or obligation in future
periods.
The Group also has an ARO arising from its refinery. Such obligation, with
circumstance during the year making it possible to be quantified, was recognized in the
Parent Company’s books in 2014. Thus, ARO amounting to P1,659 as of
December 31, 2014 covers the refinery, leased service stations, depots, blending plant,
and franchised store while ARO amounting to P1,004 as of December 31, 2013 covers
only the Group’s leased service stations, depots, blending plant, and franchised store
(Note 19).
Petron had properties consisting of office units located at Petron Mega Plaza with a floor
area of 21,216 square meters covering the 28th - 44th floors and 206 parking spaces. On
December 1, 2010, the BOD approved the sale of these properties to provide cash flows
for various projects. Accordingly, the investment property, was presented as “Assets held 117
for sale” in 2010. On May 2, 2011, the Parent Company sold the 32nd floor (with total
floor area of 1,530 square meters) and 10 parking spaces, with a total book value of P57.
In September 2011, it was reclassified back to “Investment property” account in view of
the fact that the remaining floors are no longer held for sale and have already been
occupied by tenants (Note 13).
During the latter part of 2012, a prospective buyer tendered an offer to purchase the
remaining Petron Mega Plaza units and parking spaces. The management made a counter
offer in December 2012 effectively rendering the Petron Mega Plaza units and parking
spaces, with a carrying amount of P588 as held for sale and consequently reclassified it to
“Assets held for sale” account in the consolidated statements of financial position in 2012
(Note 13). The sale was consummated by the second quarter of 2013 and a gain of P580
was recognized in the consolidated statements of income in 2013 as part of other income
(Note 26).
- 38 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Cash in banks earn annual interest at the respective bank deposit rates. Short-term
placements include demand deposits which can be withdrawn at anytime depending on
the immediate cash requirements of the Group and earn annual interest (Note 26) at the
respective short-term placement rates ranging from 0.01% to 3.50% in 2014 and 0.01%
to 5.00% in 2013.
The fair values presented have been determined directly by reference to published prices
quoted in an active market, except for derivative assets which are based on inputs other
than quoted prices that are observable (Note 35).
Changes in fair value recognized in 2014, 2013 and 2012 amounted to P19, (P29) and
(P22), respectively (Note 26).
2014 2013
Government securities P372 P757
Other debt securities 509 158
881 915
Less: current portion 430 458
P451 P457
Ovincor’s ROP9 bonds are maintained at the HSBC Bank Bermuda Limited and carried
at fair value with fixed annual interest rates of 8.25% to 8.875%
- 39 -
The reconciliation of the carrying amounts of available-for-sale financial assets as of
December 31 follows:
2014 2013
Balance at beginning of year P915 P911
Additions 461 56
Disposals (457) (50)
Amortization of premium (17) (36)
Fair value loss (23) (29)
Currency translation adjustment 2 63
Balance at end of year P881 P915
Government receivables pertain to duty drawback, VAT and specific tax claims as well
as subsidies receivable from the Government of Malaysia under the Automatic Pricing
Mechanism. The amount includes receivables over 30 days but less than one year
amounting to P4,252 and P6,296 as of December 31, 2014 and 2013, respectively. The
filing and the collection of claims is a continuous process and is closely monitored.
- 40 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
A reconciliation of the allowance for impairment at the beginning and end of 2014 and
2013 is shown below:
As of December 31, 2014 and 2013, the age of past due but not impaired trade accounts
receivable (TAR) is as follows (Note 34):
No allowance for impairment is necessary as regard to these past due but unimpaired
trade receivables based on past collection experience. There are no significant changes in
credit quality. As such, these amounts are still considered recoverable.
- 41 -
10. Inventories
2014 2013
Crude oil and others - at NRV P28,577 P25,509
Petroleum - at NRV 22,675 24,596
TBA products, materials and supplies:
Materials and supplies - at NRV 1,899 1,584
TBA - at cost 29 32
P53,180 P51,721
The cost of these inventories amounted to P54,404 and P52,835 as of December 31,
2014 and 2013, respectively.
If the Group used the moving-average method (instead of the first-in, first-out method,
which is the Group’s policy), the cost of petroleum, crude oil and other products would
have increased by P618 and decreased by P1,398 as of December 31, 2014 and 2013,
respectively.
Research and development costs (Note 23) on these products constituted the expenses 121
incurred for internal projects in 2014 and 2013.
2014 2013
Balance at beginning of year P1,114 P387
Provisions due to:
Write-downs 798 702
Obsolescence 14 33
Reversals (702) (8)
P1,224 P1,114
The provisions and reversals are included as part of “Cost of goods sold” account in the
consolidated statements of income (Note 22).
- 42 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The cost of investment in MNHPI amounted to P880 and P705 as of December 31, 2014
and 2013, respectively.
Following are the condensed financial information of MNHPI in 2014 and in 2013:
2014 2013
Country of incorporation Philippines Philippines
Percentage of ownership 35% 35%
Current assets P1,974 P1,297
Noncurrent assets 8,091 6,950
Current liabilities (2,590) (1,198)
Noncurrent liabilities (5,508) (5,544)
Net assets P1,967 P1,505
Sales P2,115 P1,677
Net income/total comprehensive income P278 P291
Share in net income P102 P110
Share in net assets P688 P527
Goodwill 474 358
Carrying amount of investments in associate P1,162 P885
- 43 -
12. Property, Plant and Equipment
Accumulated Depreciation
and Amortization
January 1, 2013 13,343 28,095 9,152 2,747 1,515 - 54,852
Additions 1,310 2,389 1,175 313 66 - 5,253
Disposals/reclassifications/
acquisition of subsidiaries 1,021 (251) (687) (172) 18 - (71)
Currency translation
adjustment 129 52 33 9 1 - 224
December 31, 2013 15,803 30,285 9,673 2,897 1,600 - 60,258
Additions 1,331 1,887 1,310 863 103 - 5,494
Disposals/reclassifications/
acquisition of subsidiaries (49) (40) (274) (47) 422 - 12
Currency translation
adjustment (319) 86 (238) (578) (29) - (1,078) 123
December 31, 2014 16,766 32,218 10,471 3,135 2,096 - 64,686
December 31, 2014 P11,564 P18,314 P5,671 P1,193 P12,179 P104,729 P153,650
Interest capitalized in 2014 and 2013 amounted to P3,352 and P3,529, respectively.
Capitalization rate used for borrowings was at 8.10% and 6.22% in 2014 and 2013,
respectively (Note 18).
Capital Commitments
As of December 31, 2014, the Group has outstanding commitments to acquire property,
plant and equipment amounting to P4,537.
- 44 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The movements and balances as of and for the years ended December 31 follow:
The Group’s investment property pertains to a property located in Tagaytay and parcels
of land in various locations.
Estimated fair value of the Tagaytay property based on the appraisal made in 2012
amounted to P22 as of December 31, 2014 and 2013. The fair value was calculated using
market approach.
124
This account previously included office units located at Petron Mega Plaza that were
classified as “Assets held for sale” in 2012 and were sold during the second quarter of
2013 (Note 5). Rent income earned from these office units amounted to P40 and P58 in
2013 and 2012, respectively.
The Group’s parcels of land are located in Metro Manila and some major provinces. As
of December 31, 2014 and 2013, the aggregate fair market values of the properties
amounted to P134, determined by independent appraisers in 2013 using market approach,
is higher than their carrying values, considering recent market transactions and specific
conditions related to the parcels of land as determined by NVRC.
The fair market value of investment property has been categorized as Level 2 in the fair
value hierarchy.
The movements and balances of goodwill as at and for the years ended December 31 are
as follows:
- 45 -
a. POGI
On March 30, 2012, the Parent Company’s indirect offshore subsidiary, POGI,
completed the acquisition of 65% of Esso Malaysia Berhad (EMB), and 100% of
ExxonMobil Malaysia Sdn Bhd (EMMSB) and ExxonMobil Borneo Sdn Bhd
(EMBSB) for an aggregate purchase price of US$577.3 million.
The Group used provisionary fair values of the identifiable net assets in calculating
the goodwill as at the acquisition date. Upon finalization of the purchased price
allocation exercise in 2013, the Group restated the amounts of net assets acquired,
non-controlling interest and goodwill recognized in 2012, in accordance with
PFRS 3.
Goodwill was recognized based on the final amounts of net assets acquired as
follows:
Provisionary Final
Amounts Amounts
Total cash consideration transferred P25,928 P24,790
Non-controlling interest measured at
proportionate interest in identifiable net
assets 3,584 5,445
Total identifiable net assets at fair value (18,873) (20,878)
Goodwill P10,639 P9,357
125
POGI also served the notice of mandatory general offer (MGO) to acquire the
remaining 94,500,000 shares representing 35% of the total voting shares of EMB for
RM3.59 per share from the public. The Unconditional Mandatory Take-Over Offer
was closed on May 14, 2012. As a result of the MGO, POGI was able to acquire an
additional 22,679,063 shares from the public and increased its interest in EMB to
73.4%.
b. PAHL
Although the Group owns less than half of the voting power of the PAHL,
management has assessed, in accordance with PFRS 10, that the Group has control
over PAHL on a de facto basis. In accordance with the transitional provision of
PFRS 10, the Group applied acquisition accounting on its investment in PAHL
beginning 2013.
- 46 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The following summarizes the recognized amounts of assets acquired and liabilities
assumed as of January 1, 2013:
Assets
Cash and cash equivalents P432
Trade and other receivables - net 637
Inventories 1,048
Prepaid expenses and other current assets 272
Property, plant and equipment - net 2,863
Deferred tax assets 70
Other noncurrent assets - net 104
Liabilities
Short-term loans (1,792)
Liabilities for crude oil and petroleum product importation (1,524)
Trade and other payables (869)
Other noncurrent liabilities (2)
Total identifiable net assets at fair value P1,239
Goodwill was recognized based on the fair value of net assets acquired as follows:
c. PGL
On March 13, 2014, the Parent Company acquired 12,685,350 common shares of
PGL for US$1.00 per share or for a total consideration of US$12,685,350. Further,
on September 26, 2014, the Parent Company acquired an additional 11,251,662
common shares of PGL for US$1 per share or for a total consideration of
US$11,251,662.
As of December 31, 2014, the Parent Company holds a total of 73,559,188 common
shares in PGL representing 100% of the voting capital stock of PGL.
d. NVRC
Impairment of Goodwill
Goodwill arising from the acquisition of Petron Malaysia is allocated at the POGI Group
cash generating unit (CGU) instead of each individual acquiree company’s CGU as it is
expected that the POGI Group CGU will benefit from the synergies created from the
acquiree companies in combination. The remaining goodwill is allocated to each
individual acquiree company.
- 47 -
The recoverable amount of goodwill has been determined based on value in use (VIU).
The VIU is based on cash flows projections for five (5) years using a terminal growth
rate of 3.0% in 2014 and 2013 and discount rates of 7.8% and 8.0% in 2014 and 2013,
respectively. The values assigned to the key assumptions represent management’s
assessment of future trends in the industry and are based on internal sources (i.e.,
historical data). The discount rate is based on the weighted average cost of capital
(WACC) using the Capital Asset Pricing Model (CAPM) by taking into consideration the
debt equity capital structure and cost of debt of comparable companies and cost of equity
based on appropriate market risk premium.
The financial projection used in the VIU calculation is highly dependent on the following
underlying key drivers of growth in profitability:
Sales Volume. Majority of the sales volume is generated from the domestic market
of the CGU. The growth in projected sales volume would mostly contributed from
retail and commercial segments. Retail sales refer to sales of petroleum products
through petrol stations. Commercial sales refer to sales to industrial, wholesale,
aviation and LPG accounts.
Selling Price and Improvement in the Gross Profit Margin. Management has
projected an improvement in selling price in 2015, and thereafter, it is projected to
remain constant during the forecast period. Management also expects improvement
in gross profit margin to be achieved through overall growth in sales volume along
with better sales mix and better cost management.
The recoverable amount of goodwill has been categorized as Level 3 in the fair value
hierarchy based on the inputs used in the valuation technique.
127
For purposes of growth rate sensitivity, a growth rate scenario of 2%, 3% and 4% is
applied on the discounted cash flows analysis. Based on the sensitivity analysis, any
reasonably possible change in the key assumptions would not cause the carrying amount
of goodwill to exceed its recoverable amount.
- 48 -
128
The following table summarizes the financial information relating to each of the Group’s subsidiaries that has material non-controlling interests:
Report of Independent Auditors
Carrying amount of non-controlling interest P359 P3,413 P625 P11,884 P338 P3,778 P727 P12,931
Consolidated Statements of Comprehensive Income
- 49 -
15. Other Assets
Included in due from related parties is an advance made by the Parent Company to
PCERP (Notes 28 and 30).
This account pertains to unsecured Philippine peso, US dollar and Malaysian ringgit
loans obtained from various banks with maturities ranging from 10 to 360 days and
annual interest ranging from 1.625% to 6.230% in 2014 and 1.16% to 5.90% in 2013
(Note 26). These loans are intended to fund the importation of crude oil and petroleum
products (Note 10) and working capital requirements.
- 50 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Accounts payable are liabilities to haulers, contractors and suppliers that are noninterest-
bearing and are generally settled on a 30-day term.
- 51 -
a. On June 5, 2009, the Parent Company issued P5,200 and P4,800 or a total of P10,000
Fixed Rate Corporate Notes. The P5,200 five-year Notes bear a fixed rate of 8.14%
per annum and were redeemed on maturity date in June 2014. On the other hand, the
P4,800 seven-year Notes bear a fixed rate of 9.33% per annum with 6 principal
payments of P48 per year commencing June 2010 with the final payment of P4,512
due in December 2016. The Parent Company, however, exercised its early
redemption option and made a final payment of P4,560 in December 2014.
c. On September 30, 2011, the Parent Company signed and executed a US$480 million
term loan facility. The facility is amortized over 5 years with a 2-year grace period
and is subject to a floating interest rate plus a fixed spread. The loan proceeds were
used to finance the capital expenditure requirements of Refinery Master Plan Phase 2
(RMP-2). The first drawdown of US$80 million was made on November 25, 2011
while the balance of US$400 million was drawn on February 15, 2012. Partial
payments were made by the Parent Company on the following dates: on June 29,
2012 (US$180 million); on October 30, 2013 (US$25.71 million); and on May 28,
2014 (US$68.57 million).
d. The Parent Company issued Fixed Rate Corporate Notes (FXCN) totaling P3,600 on
October 25, 2011. The FXCN consisted of Series A Notes amounting to P690
131
having a maturity of 7 years from issue date and Series B Notes amounting to P2,910
having a maturity of 10 years from issue date. The Notes are subject to fixed interest
coupons of 6.3212% per annum for the Series A Notes and 7.1827% per annum for
the Series B Notes. The net proceeds from the issuance were used for general
corporate requirements.
e. On October 31, 2012, the Parent Company signed and executed a US$485 million
term loan facility. The facility is amortized over 5 years with 2-year grace period and
is subject to a floating interest rate plus a fixed spread. The proceeds were used to
finance the capital expenditure requirements of RMP-2. An initial drawdown of
US$100 million was made on November 9, 2012. Subsequent drawdowns of US$35
million and US$140 million were made in December 2012. The remaining balance of
US$210 million was drawn in the first quarter of 2013. During 2014, the Parent
Company made partial payments on the following dates: June 24 (US$70 million);
and October 24 (US$70 million).
f. On May 14, 2014, the Parent Company signed and executed a US$300 million term
loan facility. The facility is amortized over 5 years with a 2-year grace period and is
subject to a floating interest rate plus a fixed spread. Proceeds were used to refinance
existing debt and for general corporate purposes. Drawdowns during the period and
their respective amounts were made on the following dates: May 27 (US$70 million);
June 4 (US$118 million); June 20 (US$70 million) and July 2 (US$42 million). On
September 29, the Parent Company completed the syndication of the facility, raising
the facility amount to US$475 million. Drawdowns related to the additional
US$175 million were made as follows: October 24 (US$70 million) and November 6
(US$105 million). Amortization in seven equal amounts will start in May 2016, with
final amortization due in May 2019.
- 52 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
g. On March 17, 2014, PMRMB availed of Malaysian ringgit (MYR) 100 million
(P1,374) loan and on March 31, 2014, PFISB availed of MYR50 million (P687).
Additionally, on June 27, 2014, PMRMB availed of MYR 100 million (P1,359) and
on July 25, 2014, PFISB availed of five-year MYR 50 million (P685) loan. Proceeds
from the loans were used to finance the refurbishment of the retail stations in
Malaysia. All loans bear an interest rate of Cost of Fund (COF) +1.5%.
The above mentioned loan agreements contain, among others, covenants relating to
merger and consolidation, maintenance of certain financial ratios, working capital
requirements and restrictions on guarantees.
As of December 31, 2014 and 2013, the Parent Company complied with the covenants of
its debt agreements.
2014 2013
Beginning balance P858 P1,010
Additions 712 293
Amortization for the year (497) (445)
132 Ending balance P1,073 P858
Repayment Schedule
As of December 31, 2014 and 2013, the annual maturities of long-term debt are as
follows:
2014
Year Gross Amount Debt Issue Costs Net
2015 P6,137 P277 P5,860
2016 19,181 462 18,719
2017 33,582 256 33,326
2018 8,027 58 7,969
2019 3,598 13 3,585
2020 and beyond 2,677 7 2,670
P73,202 P1,073 P72,129
2013
Year Gross Amount Debt Issue Costs Net
2014 P8,360 P205 P8,155
2015 12,324 327 11,997
2016 16,788 131 16,657
2017 26,188 180 26,008
2018 678 4 674
2019 and beyond 2,707 11 2,696
P67,045 P858 P66,187
- 53 -
19. Asset Retirement Obligation
133
21. Equity
a. On February 27, 2009, the BOD approved an increase of the Parent Company’s
authorized capital stock from P10,000 to P25,000 (25,000,000,000 shares) through
the issuance of preferred shares aimed at raising funds for capital expenditures
related to expansion programs as well as to possibly reduce some of the Parent
Company’s debt. Both items, including a waiver to subscribe to the preferred shares
to be issued as a result of the increase in authorized capital stock, were approved by
the stockholders on May 12, 2009 at the annual stockholders’ meeting.
On October 21, 2009, the BOD approved the amendment of the Parent Company’s
articles of incorporation relating to the reclassification of 624,895,503 unissued
common shares to preferred shares with a par value of P1.00 per share, and the denial
of stockholders’ pre-emptive rights, which were approved by written assent of the
majority of the stockholders.
BOD likewise approved the issuance and offering to the general public of up to a
total of 100,000,000 preferred shares (the “2010 Preferred Shares”) at an issue price
of up to P100 per share. Other features of said preferred shares were approved by the
Executive Committee on November 25, 2009.
On January 21, 2010, the SEC approved Petron’s amendment to its articles of
incorporation to include preferred shares in the composition of its authorized capital
stock. On February 12, 2010, the SEC issued an order permitting the offering and
sale of 100,000,000 preferred shares to be offered to the public from February 15 to
February 26, 2010. Subsequently, the PSE also approved the listing of the
100,000,000 preferred shares on March 5, 2010.
- 54 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
b. Capital Stock
Common Share
Pursuant to the registration statement rendered effective by the SEC on
May 18, 1995 and permit to sell issued by the SEC dated May 30, 1995,
10,000,000,000 common shares of Petron were registered and may be offered for sale
at an offer price of P1.00 per common share. As of December 31, 2014 and 2013,
Petron had 150,636 and 157,465 stockholders with at least one board lot at the PSE,
respectively, and a total of 9,375,104,497 (P1 par value) issued and outstanding
common shares.
Preferred Share
As of December 31, 2014, Petron had 110,000,000 (P1 par value) issued and
outstanding preferred shares.
134
The 2010 Preferred Shares consisted of 100,000,000 peso-denominated, cumulative,
non-participating, non-voting shares that are redeemable at the option of the
Company. The 2010 Preferred Shares were issued upon listing on the PSE at (P1 par
value) P100 per share. The proceeds from issuance in excess of par value less related
transaction costs amounted to P9,764 which were recognized as additional paid-in
capital. Dividend rate of 9.5281% per annum computed in reference to the issue price
was payable every March 5, June 5, September 5 and December 5 of each year, when
declared by the BOD.
On November 3, 2014, the Company issued the Series 2 Preferred Shares (P1 par
value) consisting of 10,000,000 shares cumulative, non-voting, non-participating,
non-convertible, peso-denominated perpetual preferred shares, inclusive of the
3,000,000 shares issued upon the exercise of the oversubscription option. The
proceeds from issuance in excess of par value less related transaction costs amounted
to P9,889 which were recognized as additional paid-in capital.
The Series 2 Preferred Shares were issued in two (2) sub-series - the Series 2A
Preferred Shares amounting to P7.12 billion (the “Series 2A Preferred Shares”) and
the Series 2B Preferred Shares amounting to P2.88 billion (the “Series 2B Preferred
Shares”). The offer price was P1,000.00 per share, with the following dividend rates:
The Series 2A Preferred Shares may be redeemed by the Company starting on the
fifth anniversary from the listing date, while the Series 2B Preferred Shares may be
redeemed starting on the seventh anniversary from the listing date.
- 55 -
Cash dividends are payable quarterly every February 3, May 3, August 3, and
November 3 of each year, as and if declared by the BOD.
The Series 2 Preferred Shares were listed and began trading on the Main Board of the
PSE on November 3, 2014.
All shares rank equally with regard to the Parent Company’s residual assets, except
that holders of preferred shares participate only to the extent of the issue price of the
shares plus any accumulated and unpaid cash dividends.
The total number of preferred shareholders with at least one board lot at the PSE as
of December 31, 2014 and 2013 are as follows:
2014
2013
c. Retained Earnings
On August 6, 2013, the BOD approved cash dividends of P2.382 per share for
preferred shareholders for the fourth quarter of 2013 and first quarter of 2014
with payment dates on December 5, 2013 and March 5, 2014.
On March 24, 2014, the BOD approved cash dividends of P0.05 per share for
common shareholders as of April 8, 2014 which was paid on April 23, 2014.
On May 6, 2014, the BOD approved cash dividends of P2.382 per share for the
holders of the 2010 Preferred Shares as of May 21, 2014 which was paid on
June 5, 2014.
On August 6, 2014, the BOD approved cash dividends of P2.382 per share for
the holders of the 2010 Preferred Shares as of August 22, 2014 which was paid
on September 5, 2014.
- 56 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
On November 7, 2014, the BOD approved cash dividends of P2.382 per share for
the holders of the 2010 Preferred Shares for the fourth quarter of 2014 and the
first quarter of 2015 with record dates of November 24, 2014 and
February 18, 2015, respectively, and payment dates of December 5, 2014 and
March 5, 2015, respectively. The BOD also approved cash dividends of P15.75
per share for the holders of the Series 2A Preferred Shares and P17.14575 per
share for the holders of the Series 2B Preferred Shares, both with a record date of
January 20, 2015 and a payment date of February 3, 2015.
On May 11, 2011, the BOD approved the additional appropriation of retained
earnings of P9,628 which took effect on May 31, 2011.
On July 12, 2011, the BOD passed a resolution to approve the capital
expenditure for additional two boilers for the RMP-2. At the same meeting, the
BOD likewise approved the capital expense for the acquisition of a Gulfstream
aircraft. This aircraft was capitalized and included in the property, plant and
equipment in 2011 (Note 12). In November 2012, the Parent Company assigned
all its interest in the aircraft to, and in exchange for shares in, Petron Finance
(Labuan) Limited.
e. Other reserves pertain to unrealized fair value gains (losses) on AFS financial assets,
exchange differences on translation of foreign operations and others.
On February 6, 2013, the Parent Company issued US$500 million USCS at an issue
price of 100% (“Original Securities”). In March 2013, Petron reopened the issuance
of the securities under the same terms and conditions of the Original Securities. An
additional US$250 million was issued at a price of 104.25% on March 11, 2013
(“New Securities”). The New Securities constitute a further issuance of, are fungible
with, and are consolidated and form a single series with the Original Securities
(the “Original Securities” and, together with the “New Securities”, the “Securities”).
- 57 -
The Securities have no fixed redemption date and are redeemable in whole, but not in
part, at the Parent Company’s option on or after August 6, 2018 or on any distribution
payment date thereafter or upon the occurrence of certain other events at their principal
amounts together with any accrued, unpaid or deferred distributions.
The proceeds were applied by the Parent Company towards capital and other
expenditures in respect of RMP-2 and used for general corporate purposes.
Selling and administrative expenses include research and development costs amounting
to P66, P60 and P50 in 2014, 2013 and 2012, respectively. Rent is shown net of rental
income amounting to P1,145, P1,155 and P977 in 2014, 2013 and 2012, respectively.
- 58 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
- 59 -
26. Interest Expense and Other Financing Charges, Interest Income and Other Income
(Expenses)
The Parent Company recognized its share in the net income/(loss) of PDSI amounting to
(P0.39) , P0.46 and P0.67 in 2014, 2013 and 2012, respectively, and recorded it as part
of “Other income (expenses) - Others” account.
- 60 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2014 2013
Various allowance, accruals and others P400 P795
Rental 246 218
ARO 220 242
Net retirement benefits liability (asset) 557 (837)
MCIT 242 10
NOLCO 407 19
Unutilized tax losses 275 124
Fair market value adjustments on business
combination (39) (47)
Excess of double-declining over straight-line method
of depreciation and amortization (2,938) (3,101)
Capitalized interest, duties and taxes on property, plant
and equipment deducted in advance and others (3,298) (2,037)
Inventory differential 305 (438)
Capitalized taxes and duties on inventories deducted in
advance (211) (204)
Unrealized foreign exchange losses - net 606 816
Unrealized fair value gains on AFS financial assets (1) (3)
(P3,229) (P4,443)
140
The above amounts are reported in the consolidated statements of financial position as
follows:
2014 2013
Deferred tax assets P242 P162
Deferred tax liabilities (3,471) (4,605)
(P3,229) (P4,443)
Net deferred taxes of individual companies are not allowed to be offset against net
deferred tax liabilities of other companies, or vice versa, for purposes of consolidation.
- 61 -
The following are the amounts of deferred tax expense (benefit), for each type of
temporary difference, recognized in the consolidated statements of income:
A reconciliation of tax on the pretax income computed at the applicable statutory rates to
tax expense reported in the consolidated statements of income is as follows: 141
- 62 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The Parent Company, certain subsidiaries, associate, joint venture and SMC and its
subsidiaries in the normal course of business, purchase products and services from one
another. The balances and transactions with related parties as of and for the years ended
December 31 follow:
a. As of December 31, 2014 and 2013, the Parent Company has interest bearing
advances to PCERP, included as part of “Other receivables” and “Other noncurrent
assets” account in the consolidated statements of financial position, for some
investment opportunities (Notes 9, 15 and 30).
b. Sales relate to the Parent Company’s supply agreements with associate and various
SMC subsidiaries. Under these agreements, the Parent Company supplies the
bunker, diesel fuel, gasoline and lube requirements of selected SMC plants and
subsidiaries.
d. Petron entered into a lease agreement with San Miguel Properties, Inc. for its office
space covering 6,802 square meters with a monthly rate of P6.90. The lease, which
commenced on June 1, 2014, is for a period of one year and may be renewed in
accordance with the written agreement of the parties.
- 63 -
e. The Parent Company also pays SMC for its share in common expenses such as
utilities and management fees.
g. Amounts owed to related parties consist of trade payables, non-trade payables and
other noncurrent liabilities. These are to be settled in cash.
Group as Lessee
The Group entered into commercial leases on certain parcels of land for its refinery and
143
service stations (Notes 23 and 31). The lease’s life ranges from one to twenty six years
with renewal options included in the contracts. There are no restrictions placed upon the
Group by entering into these leases. The lease agreements include upward escalation
adjustments of the annual rental rates.
Future minimum rental payables under the non-cancellable operating lease agreements as
of December 31 are as follows:
Group as Lessor
The Group has entered into lease agreements on its service stations and other related
structures (Note 23). The non-cancellable leases have remaining terms of between two to
nine years. All leases include a clause to enable upward escalation adjustment of the
annual rental rates.
- 64 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Future minimum rental receivables under the non-cancellable operating lease agreements
as of December 31 follow:
The succeeding tables summarize the components of net retirement benefits cost
(income) under a defined benefit retirement plan recognized in profit or loss and the
funding status and amounts of retirement plan recognized in the consolidated statements
of financial position. Contributions and costs are determined in accordance with the
actuarial studies made for the plans. Annual cost is determined using the projected unit
credit method. The Group’s latest actuarial valuation date is December 31, 2014.
Valuations are obtained on a periodic basis.
The Parent Company’s Retirement Plan is registered with the Bureau of Internal Revenue
(BIR) as a tax-qualified plan under Republic Act (RA) No. 4917, as amended. The
control and administration of the retirement plan is vested in the Board of Trustees
(BOT), as appointed by the BOD of the Parent Company. The BOT of the retirement
144 plan, who exercise voting rights over the shares and approve material transactions, are
also officers of the Parent Company, while one of the BOT is also a BOD. The retirement
plan’s accounting and administrative functions are undertaken by SMC’s Retirement
Funds Office.
The following table shows a reconciliation of the net defined benefit retirement asset
(liability) and its components:
- 65 -
Present Value of Net Defined Benefit
Defined Benefit Obligation Fair Value of Plan Assets Effect of Asset Ceiling Retirement Asset (Liability)
2014 2013 2012 2014 2013 2012 2014 2013 2012 2014 2013 2012
Balance at beginning of year (P5,867) (P5,671) (P3,634) P9,598 P5,021 P10,206 (P1,448) (P33) (P3,249) P2,283 (P683) P3,323
Benefit obligation of a newly acquired
subsidiary - - (834) - - - - - - - - (834)
Recognized in profit or loss
Current service cost (302) (283) (203) - - - - - - (302) (283) (203)
Interest expense (311) (311) (266) - - - - - - (311) (311) (266)
Interest income - - - 500 273 508 - - - 500 273 508
Interest on the effect of asset ceiling - - - - - - (77) (2) (200) (77) (2) (200)
Settlement gain 99 - - - - - - - - 99 - -
(514) (594) (469) 500 273 508 (77) (2) (200) (91) (323) (161)
Recognized in other comprehensive
income
Remeasurements:
Actuarial (gains) losses arising from:
Experience adjustments (235) 53 (413) - - - - - - (235) 53 (413)
Changes in financial assumptions (331) (101) (210) - - - - - - (331) (101) (210)
Changes in demographic assumptions 466 42 (327) - - - - - - 466 42 (327)
Return on plan asset excluding interest - - - (6,081) 4,651 (5,552) - - - (6,081) 4,651 (5,552)
Changes in the effect of asset ceiling - - - - - - 1,525 (1,413) 3,416 1,525 (1,413) 3,416
(100) (6) (950) (6,081) 4,651 (5,552) 1,525 (1,413) 3,416 (4,656) 3,232 (3,086)
Others
Benefits paid 485 413 207 (414) (347) (170) - - - 71 66 37
Transfers from other plans/affiliate - (38) - - - - - - - - (38) -
Transfers from other plans/affiliate - 38 (29) - - 29 - - - - 38 -
Translation adjustment 49 (9) 38 - - - - - - 49 (9) 38
534 404 216 (414) (347) (141) - - - 120 57 75
Balance at end of year (P5,947) (P5,867) (P5,671) P3,603 P9,598 P5,021 P - (P1,448) (P33) (P2,344) P2,283 (P683)
- 66 -
145
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The above net defined benefit retirement asset (liability) was recognized in the
consolidated statements of financial position as follows:
The carrying amounts of the Parent Company’s retirement fund approximate fair values
as of December 31, 2014 and 2013.
2014 2013
Shares of stock
Quoted 78% 80%
Unquoted 5% 6%
146 Government securities 8% 4%
Cash 2% 5%
Others 7% 5%
100% 100%
The Group’s plan recognized a gain (loss) on the investment in marketable securities and
bonds of the Company and SMC amounting to (P4,870) and P5,228 in 2014 and 2013,
respectively.
Dividend income from the investment in shares of stock of Petron and SMC amounted to
P76, P99, and P164 in 2014, 2013, and 2012, respectively.
The Group plan’s investment in shares of stock also includes investment in the common
shares of PAHL amounting to P1,553 and P1,660 representing 54% ownership equity in
PAHL as of December 31, 2014 and 2013 respectively, composed of 102,142,858
ordinary B shares and 273,000,000 ordinary shares.
On March 27, 2014 and August 19, 2014, the plan sold 470,000,000 common shares and
380,000,000 common shares, respectively of the Parent Company, through the facilities
of the PSE. On December 5, 2014, the plan acquired 195,000,000 common shares
through the PSE.
- 67 -
Investment in Trust Account
Investment in trust account represents funds entrusted to a financial institution for the
purpose of maximizing the yield on investible funds.
Others include cash and cash equivalents and receivables which earn interest.
The BOT reviews the level of funding required for the retirement fund. Such a review
includes the asset-liability matching (ALM) strategy and investment risk management
policy. The Parent Company’s ALM objective is to match maturities of the plan assets to
the retirement benefit obligation as they fall due. The Parent Company monitors how the
duration and expected yield of the investments are matching the expected cash outflows
arising from the retirement benefit obligation. The Parent Company is not expected to
contribute to its defined benefit retirement plan in 2015.
The BOT approves the percentage of asset to be allocated for fixed income instruments
and equities. The retirement plan has set maximum exposure limits for each type of
permissible investments in marketable securities and deposit instruments. The BOT may,
from time to time, in the exercise of its reasonable discretion and taking into account
existing investment opportunities, review and revise such allocation and limits.
The retirement plan exposes the Group to actuarial risks such as investment risk, interest
rate risk, longevity risk and salary risk as follows:
Investment and Interest Risk. The present value of the defined benefit obligation is
calculated using a discount rate determined by reference to market yields to government
bonds. Generally, a decrease in the interest rate of a reference government bonds will 147
increase the plan obligation. However, this will be partially offset by an increase in the
return on the plan’s investments and if the return on plan asset falls below this rate, it will
create a deficit in the plan. Due to the long-term nature of plan obligation, a level of
continuing equity investments is an appropriate element of the Parent company’s long-
term strategy to manage the plans efficiently.
Longevity and Salary Risks. The present value of the defined obligation is calculated by
reference to the best estimate of the mortality of the plan participants both during and
after their employment and to their future salaries. Consequently, increases in the life
expectancy and salary of the plan participants will result in an increase in the plan
obligation.
The overall expected rate of return is determined based on historical performance of the
investments.
The principal actuarial assumptions used to determine retirement benefits are as follows:
Assumptions for mortality and disability rates are based on published statistics and
mortality and disability tables.
The weighted average duration of defined benefit obligation is from 7.51 to 27.78 years
and 7.55 to 28.18 years as of December 31, 2014 and 2013, respectively.
- 68 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The reasonably possible changes to one of the relevant actuarial assumptions, while
holding all other assumptions constant, would have affected the defined benefit
assets/liabilities by the amounts below:
The Parent Company has advances to PCERP amounting to P6,263 and P16,393 as of
December 31, 2014 and 2013, respectively, included as part of “Other receivables” and
“Other noncurrent assets” account in the consolidated statements of financial position
(Notes 9 and 15). The advances are subject to interest of 5% in 2014 and 2013 (Note 28).
Transactions with the retirement plan are made at normal market prices and terms.
Outstanding balances as of December 31, 2014 and 2013 are unsecured and settlements
are made in cash. There have been no guarantees provided for any retirement plan
receivables. The Parent Company has not made any provision for impairment losses
148 relating to the receivables from retirement plan for the years ended December 31, 2014
and 2013.
Supply Agreement
The Parent Company has assigned all its rights and obligations to PSTPL (as Assignee)
to have a term contract to purchase the Parent Company’s crude oil requirements from
Saudi Arabian American Oil Company (“Saudi Aramco”), based on the latter’s standard
Far East selling prices. The contract is for a period of one year from October 28, 2008 to
October 27, 2009 with automatic one-year extensions thereafter unless terminated at the
option of either party, within 60 days written notice. Outstanding liabilities of the Parent
Company for such purchases are shown as part of “Liabilities for crude oil and petroleum
product importation” account in the consolidated statements of financial position as of
December 31, 2014 and 2013.
PMRMB currently has a long-term supply contract of Tapis crude oil and Terengganu
condensate for its Port Dickson Refinery from ExxonMobil Exploration and Production
Malaysia Inc. (EMEPMI) and Low Sulphur Waxy Residue Sale/Purchase Agreement
with EXTAP, a division of ExxonMobil Asia Pacific Pte. Ltd. On the average, around
70% of crude and condensate volume processed are from EMEPMI with balance of
around 30% from spot purchases.
Supply Contract with National Power Corporation (NPC) and Power Sector Assets and
Liabilities Management Corporation (PSALM)
The Parent Company entered into various supply contracts with NPC and PSALM.
Under these contracts, Petron supplies the bunker fuel, diesel fuel oil and engine
lubricating oil requirements of selected NPC and PSALM plants, and NPC-supplied
Independent Power Producers (IPP) plants.
- 69 -
As of December 31, 2014, the following are the fuel supply contracts granted to the
Parent Company:
NPC
Date of Contract Volume in KL Contract Price
Bid Date Award Duration DFO* IFO* ELO* DFO* IFO* ELO*
NPC Lubuangan DP &
Nov. 12, Jan. 2,
Others 2014 with 6 months 33,851 1,516
2013 2014
extension)
NPC Lubuangan DP &
Jan. 22, Feb. 21,
Others (with 6 months 9,950 370
2014 2014
extension)
NPC ELO Patnanungan
Jun 3, Jul 11,
DP & Others (with 6 180 23
2014 2014
months extension)
PSALM
Date of Contract Volume in KL Contract Price
Bid Date Award Duration DFO* IFO* ELO* DFO* IFO* ELO*
Power Barge 101 &
Mar. 26, Apr. 23, 102 (April-December 411 18
2014 2014 2014 with 6 months
extension)
Power Barge 104
Mar. 26, Apr. 23, (April-December 2014 260 11
2014 2014 with 6 months
extension)
Naga Plant Complex
Corporation
Mar. 26, Apr. 23, 301 13
(April-December 2014
2014 2014
with 6 months
extension)
- 70 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
In the bidding for the Supply & Delivery of Oil-Based Fuel to NPC, PSALM, IPPs and
Small Power Utilities Group (SPUG) Plants/Barges for the year 2014, Petron was
awarded to supply a total of 36,473 kilo-liters (KL) worth P1,625 (2013 - 30,366 KL
worth P1,344) of diesel fuel; 14,595 KL worth P530 (2013 - 22,989 KL worth P718) of
bunker fuel and 330 KL worth of P39 of engine lubricating oil (2013 - 274 KL worth
P27).
Toll Service Agreement with Innospec Limited (“Innospec”). PFC entered into an
agreement with Innospec, a leading global fuel additives supplier, in December 2006.
Under the agreement PFC shall be the exclusive toll blender of Innospec’s fuel additives
sold in the Asia-Pacific region consisting of the following territories: South Korea,
China, Taiwan, Singapore, Cambodia, Japan and Malaysia.
PFC will provide the tolling services which include storage, blending, filing and logistics
management. In consideration of these services, Innospec will pay PFC a service fee
based on the total volume of products blended at PFC Fuel Additives Blending facility.
Tolling services started in 2008 on which PFC recognized revenue amounting to P49,
P37 and P33 in 2014, 2013 and 2012, respectively.
Hungry Juan Outlet Development Agreement with San Miguel Foods, Inc. PFC entered
into an agreement with SMFI for a period of three years and paid a one-time franchise
fee. The store, which started operating in November 2012, is located at Rizal Blvd. cor.
Argonaut Highway, Subic Bay Freeport Zone.
Lease Agreement with Philippine National Oil Company (PNOC). On September 30,
150 2009, the Parent Company through NVRC entered into a 30-year lease with PNOC
without rent-free period, covering a property which it shall use as site for its refinery,
commencing January 1, 2010 and ending on December 31, 2039. Based on the latest re-
appraisal made, the annual rental shall be P138, starting 2012, payable on the 15th day of
January each year without the necessity of demand. This non-cancelable lease is subject
to renewal options and annual escalation clauses of 3% per annum to be applied starting
2013 until the next re-appraisal is conducted. The leased premises shall be reappraised in
2017 and every fifth year thereafter in which the new rental rate shall be determined
equivalent to 5% of the reappraised value, and still subject to annual escalation clause of
3% for the four years following the re-appraisal. Prior to this agreement, Petron had an
outstanding lease agreement on the same property from PNOC. Also, as of December 31,
2014 and 2013, Petron leases other parcels of land from PNOC for its bulk plants and
service stations.
- 71 -
32. Basic and Diluted Earnings Per Share
Basic and diluted earnings per share amounts are computed as follows:
As of December 31, 2014, 2013 and 2012, the Parent Company has no potential dilutive
debt or equity instruments.
151
33. Supplemental Cash Flow Information
- 72 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The Group’s principal financial instruments include cash and cash equivalents, debt and
equity securities, bank loans and derivative instruments. The main purpose of bank loans
is to finance working capital relating to importation of crude and petroleum products, as
well as to partly fund capital expenditures. The Group has other financial assets and
liabilities such as trade and other receivables and trade and other payables, which are
generated directly from its operations.
It is the Group’s policy not to enter into derivative transactions for speculative purposes.
The Group uses hedging instruments to protect its margin on its products from potential
price volatility of crude oil and products. It also enters into short-term forward currency
contracts to hedge its currency exposure on crude oil importations.
The main risks arising from the Group’s financial instruments are foreign currency risk,
interest rate risk, credit risk, liquidity risk and commodity price risk. The BOD regularly
reviews and approves the policies for managing these financial risks. Details of each of
these risks are discussed below, together with the related risk management structure.
The Group’s risk management process is a bottom-up approach, with each risk owner
mandated to conduct regular assessment of its risk profile and formulate action plans for
152 managing identified risks. As the Group’s operation is an integrated value chain, risks
emanate from every process, while some could cut across groups. The results of these
activities flow up to the Management Committee and, eventually, the BOD through the
Group’s annual business planning process.
a. The Risk and Insurance Management Group, which is mandated with the overall
coordination and development of the enterprise-wide risk management process.
d. The Corporate Technical & Engineering Services Group, which oversees strict
adherence to safety and environmental mandates across all facilities.
e. The Internal Audit Department, which has been tasked with the implementation of a
risk-based auditing.
f. The Commodity Risk Management Department (CRMD), which sets new and
updates existing hedging policies by the Board, provides the strategic targets and
recommends corporate hedging strategy to the Commodity Risk Management
Committee and Steering Committee.
g. Petron Singapore Trading Pte. Ltd. executes the hedging transactions involving crude
and product imports on behalf of the Group.
- 73 -
The BOD also created separate board-level entities with explicit authority and
responsibility in managing and monitoring risks, as follows:
a. The Audit Committee, which ensures the integrity of internal control activities
throughout the Group. It develops, oversees, checks and pre-approves financial
management functions and systems in the areas of credit, market, liquidity,
operational, legal and other risks of the Group, and crisis management. The Internal
Audit Department and the External Auditor directly report to the Audit Committee
regarding the direction, scope and coordination of audit and any related activities.
b. The Compliance Officer, who is a senior officer of the Parent Company reports to the
BOD through the Audit Committee. He monitors compliance with the provisions
and requirements of the Corporate Governance Manual, determines any possible
violations and recommends corresponding penalties, subject to review and approval
of the BOD. The Compliance Officer identifies and monitors compliance risk.
Lastly, the Compliance Officer represents the Group before the SEC regarding
matters involving compliance with the Corporate Governance Manual.
The Group pursues a policy of mitigating foreign currency risk by entering into hedging
transactions or by substituting US dollar-denominated liabilities with peso-based debt.
The natural hedge provided by US dollar-denominated assets is also factored in hedging
decisions. As a matter of policy, currency hedging is limited to the extent of 100% of the
underlying exposure.
The Group is allowed to engage in active risk management strategies for a portion of its
foreign currency risk exposure. Loss limits are in place, monitored daily and regularly
reviewed by management.
- 74 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2014 2013
Phil. peso Phil. peso
US dollar Equivalent US dollar Equivalent
Assets
Cash and cash equivalents 1,252 56,039 439 19,479
Trade and other receivables 585 26,168 899 39,926
Other assets 53 2,357 61 2,691
1,890 84,564 1,399 62,096
Liabilities
Short-term loans 776 34,713 440 19,546
Liabilities for crude oil and
petroleum product importation 945 42,263 1,347 59,804
Long-term debts (including
current maturities) 1,111 49,676 759 33,708
Other liabilities 712 31,869 507 22,483
3,544 158,521 3,053 135,541
Net foreign currency -
denominated monetary
liabilities (1,654) (73,957) (1,654) (73,445)
154 The Group incurred net foreign currency gains/(losses) amounting to (P1,617), (P4,109)
and P1,270 in 2014, 2013 and 2012, respectively (Note 26), that were mainly countered
by certain marked-to-market and hedging gains (Note 26). The foreign currency rates
from Philippine peso (Php) to US dollar (US$) as of December 31 are shown in the
following table:
Php to US$
December 31, 2012 41.05
December 31, 2013 44.40
December 31, 2014 44.72
- 75 -
The following table demonstrates the sensitivity to a reasonably possible change in the
US dollar exchange rate, with all other variables held constant, to profit before tax and
equity as of December 31, 2014 and 2013:
Exposures to foreign currency rates vary during the year depending on the volume of
foreign currency denominated transactions. Nonetheless, the analysis above is
considered to be representative of the Group’s currency risk.
- 76 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The Group manages its interest costs by using a combination of fixed and variable rate
debt instruments. Management is responsible for monitoring the prevailing market-based
interest rates and ensures that the marked-up rates levied on its borrowings are most
favorable and benchmarked against the interest rates charged by other creditor banks.
On the other hand, the Group’s investment policy is to maintain an adequate yield to
match or reduce the net interest cost from its borrowings prior to deployment of funds to
their intended use in operations and working capital management. However, the Group
invests only in high-quality securities while maintaining the necessary diversification to
avoid concentration risk.
In managing interest rate risk, the Group aims to reduce the impact of short-term
volatility on earnings. Over the longer term, however, permanent changes in interest rates
would have an impact on profit or loss.
The management of interest rate risk is also supplemented by monitoring the sensitivity
156 of the Group’s financial instruments to various standard and non-standard interest rate
scenarios. Interest rate movements affect reported equity through the retained earnings
arising from increases or decreases in interest income or interest expense as well as fair
value changes reported in profit or loss, if any.
The sensitivity to a reasonably possible 1% increase in the interest rates, with all other
variables held constant, would have decreased the Group’s profit before tax (through the
impact on floating rate borrowings) and equity by P497 and P337 in 2014 and 2013,
respectively. A 1% decrease in the interest rate would have had the equal but opposite
effect.
*The group reprices every 3 months but has been given an option to reprice every 1 or 6 months.
- 77 -
2013 <1 Year 1-<2 Years 2-<3 Years 3-<4 Years 4-<5 Years >5 Years Total
Fixed Rate
Philippine peso
denominated P5,284 P84 P4,548 P20,036 P678 P2,707 P33,337
Interest rate 6.3% - 9.3% 6.3% - 9.3% 6.3% - 9.3% 6.3% - 7.2% 6.3% - 7.2% 7.2%
US$ denominated
(expressed in Php) 3,076 12,240 12,240 6,152 - - 33,708
Interest rate* 1, 3, 6 mos. 1, 3, 6 mos. 1, 3, 6 mos. 1, 3, 6 mos.
Libor + Libor + Libor + Libor +
margin margin margin margin
P8,360 P12,324 P16,788 P26,188 P678 P2,707 P67,045
*The group reprices every 3 months but has been given an option to reprice every 1 or 6 months.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. In effectively managing
credit risk, the Group regulates and extends credit only to qualified and credit-worthy
customers and counterparties, consistent with established Group credit policies,
guidelines and credit verification procedures. Requests for credit facilities from trade
customers undergo stages of review by National Sales and Finance Divisions.
Approvals, which are based on amounts of credit lines requested, are vested among line
managers and top management that include the President and the Chairman.
Generally, the maximum credit risk exposure of financial assets is the total carrying
amount of the financial assets as shown on the face of the consolidated statements of
financial position or in the notes to the consolidated financial statements, as summarized
below:
The credit risk for cash and cash equivalents and derivative financial instruments is
considered negligible, since the counterparties are reputable entities with high external
credit ratings. The credit quality of these financial assets is considered to be high grade.
In monitoring trade receivables and credit lines, the Group maintains up-to-date records
where daily sales and collection transactions of all customers are recorded in real-time
and month-end statements of accounts are forwarded to customers as collection medium.
Finance Division’s Credit Department regularly reports to management trade receivables
balances (monthly), past due accounts (weekly) and credit utilization efficiency
(semi-annually).
Collaterals. To the extent practicable, the Group also requires collateral as security for a
credit facility to mitigate credit risk in trade receivables (Note 9). Among the collaterals
held are letters of credit, bank guarantees, real estate mortgages, cash bonds, cash
deposits and corporate guarantees valued at P4,653 and P4,827 as of December 31, 2014
and 2013, respectively. These securities may only be called on or applied upon default of
customers.
- 78 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Credit Risk Concentration. The Group’s exposure to credit risk arises from default of
counterparty. Generally, the maximum credit risk exposure of trade and other
receivables is its carrying amount without considering collaterals or credit enhancements,
if any. The Group has no significant concentration of credit risk since the Group deals
with a large number of homogenous trade customers. The Group does not execute any
credit guarantee in favor of any counterparty.
The credit risk exposure of the Group based on TAR as of December 31, 2014 and 2013
are shown below (Note 9):
Credit Quality. In monitoring and controlling credit extended to counterparty, the Group
adopts a comprehensive credit rating system based on financial and non-financial
assessments of its customers. Financial factors being considered comprised of the
financial standing of the customer while the non-financial aspects include but are not
limited to the assessment of the customer’s nature of business, management profile,
industry background, payment habit and both present and potential business dealings
with the Group.
Class A “High Grade” are accounts with strong financial capacity and business
performance and with the lowest default risk.
Class C “Low Grade” are accounts with high probability of delinquency and default.
- 79 -
Below is the credit quality profile of the Group’s TAR as of December 31, 2014 and
2013:
Liquidity Risk
Liquidity risk pertains to the risk that the Group will encounter difficulty in meeting 159
obligations associated with financial liabilities that are settled by delivering cash or
another financial asset.
The Group’s objectives in managing its liquidity risk are as follows: a) to ensure that
adequate funding is available at all times; b) to meet commitments as they arise without
incurring unnecessary costs; c) to be able to access funding when needed at the least
possible cost; and d) to maintain an adequate time spread of refinancing maturities.
The Group constantly monitors and manages its liquidity position, liquidity gaps or
surplus on a daily basis. A committed stand-by credit facility from several local banks is
also available to ensure availability of funds when necessary. The Group also uses
derivative instruments such as forwards and swaps to manage liquidity.
- 80 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The table below summarizes the maturity profile of the Group’s financial assets and
financial liabilities based on contractual undiscounted payments used for liquidity
management as of December 31, 2014 and 2013.
- 81 -
Commodity Price Risk
Commodity price risk is the risk that future cash flows from a financial instrument will
fluctuate because of changes in market prices. The Group enters into various commodity
derivatives to manage its price risks on strategic commodities. Commodity hedging
allows stability in prices, thus offsetting the risk of volatile market fluctuations. Through
hedging, prices of commodities are fixed at levels acceptable to the Group, thus
protecting raw material cost and preserving margins. For consumer (buy) hedging
transactions, if prices go down, hedge positions may show marked-to-market losses;
however, any loss in the marked-to-market position is offset by the resulting lower
physical raw material cost. While for producer (sell) hedges, if prices go down, hedge
positions may show marked-to-market gains; however, any gain in the marked-to-market
position is offset by the resulting lower selling price.
To minimize the Group’s risk of potential losses due to volatility of international crude
and product prices, the Group implemented commodity hedging for crude and petroleum
products. The hedges are intended to protect crude inventories from risks of downward
price and squeezed margins. Hedging policy (including the use of commodity price
swaps, buying of put options, collars and 3-way options) developed by the Commodity
Risk Management Committee is in place. Decisions are guided by the conditions set and
approved by the Group’s management.
Capital Management
161
The Group’s capital management policies and programs aim to provide an optimal capital
structure that would ensure the Group’s ability to continue as a going concern while at
the same time provide adequate returns to the shareholders. As such, it considers the best
trade-off between risks associated with debt financing and relatively higher cost of equity
funds.
An enterprise resource planning system is used to monitor and forecast the Group’s
overall financial position. The Group regularly updates its near-term and long-term
financial projections to consider the latest available market data in order to preserve the
desired capital structure. The Group may adjust the amount of dividends paid to
shareholders, issue new shares as well as increase or decrease assets and/or liabilities,
depending on the prevailing internal and external business conditions.
The Group monitors capital via carrying amount of equity as stated in the consolidated
statements of financial position. The Group’s capital for the covered reporting period is
summarized below:
2014 2013
Total assets P391,324 P357,458
Total liabilities 277,632 245,570
Total equity 113,692 111,888
Debt to equity ratio 2.4:1 2.2:1
There were no changes in the Group’s approach to capital management during the year.
- 82 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
The table below presents a comparison by category of carrying amounts and fair values
of the Group’s financial instruments as of December 31:
2014 2013
Carrying Fair Carrying Fair
Note Value Value Value Value
Financial assets (FA):
Cash and cash equivalents 6 P90,602 P90,602 P50,398 P50,398
Trade and other receivables 9 56,299 56,299 67,667 67,667
Due from related parties 15 1,747 1,747 10,877 10,877
Long-term receivables - net 15 43 43 45 45
Noncurrent deposits 15 90 90 92 92
Loans and receivables 148,781 148,781 129,079 129,079
AFS financial assets 8 881 881 915 915
Financial assets at FVPL 7 136 136 117 117
Derivative assets 7 334 334 666 666
FA at FVPL 470 470 783 783
Total financial assets P150,132 P150,132 P130,777 P130,777
2014 2013
Carrying Fair Carrying Fair
Note Value Value Value Value
162 Financial liabilities (FL):
Short-term loans 16 P133,388 P133,388 P100,071 P100,071
Liabilities for crude oil and
petroleum product
importation 24,032 24,032 38,707 38,707
Trade and other payables
(excluding specific taxes
and other taxes payable
and retirement benefits
liability) 17 36,807 36,807 28,266 28,266
Long-term debt including
current portion 18 72,129 72,129 66,187 66,187
Cash bonds 20 870 870 363 363
Cylinder deposits 20 442 442 210 210
Other noncurrent liabilities 20 38 38 3,966 3,966
FL at amortized cost 267,706 267,706 237,770 237,770
Derivative liabilities 98 98 152 152
Total financial liabilities P267,804 P267,804 P237,922 P237,922
The following methods and assumptions are used to estimate the fair value of each class
of financial instruments:
Cash and Cash Equivalents, Trade and Other Receivables, Due from Related Parties,
Long-term Receivables and Noncurrent Deposits. The carrying amount of cash and cash
equivalents and receivables approximates fair value primarily due to the relatively short-
term maturities of these financial instruments. In the case of long-term receivables and
noncurrent deposits, the fair value is based on the present value of expected future cash
flows using the applicable discount rates based on current market rates of identical or
similar quoted instruments.
- 83 -
Derivatives. The fair values of freestanding and bifurcated forward currency transactions
are calculated by reference to current forward exchange rates for contracts with similar
maturity profiles. Marked-to-market valuation of commodity hedges are based on
forecasted crude and product prices by third parties.
Financial Assets at FVPL and AFS Financial Assets. The fair values of publicly traded
instruments and similar investments are based on quoted market prices in an active
market. For debt instruments with no quoted market prices, a reasonable estimate of their
fair values is calculated based on the expected cash flows from the instruments
discounted using the applicable discount rates of comparable instruments quoted in active
markets. Unquoted equity securities are carried at cost less impairment.
Long-term Debt - Floating Rate. The carrying amounts of floating rate loans with
quarterly interest rate repricing approximate their fair values.
Cash Bonds, Cylinder Deposits and Other Noncurrent Liabilities. Fair value is estimated
as the present value of all future cash flows discounted using the applicable market rates
for similar types of instruments as of reporting date. Effective rates used in 2014 and
2013 are 5.69% and 5.34%, respectively.
Short-term Loans, Liabilities for Crude Oil and Petroleum Product Importation and
Trade and Other Payables. The carrying amount of short-term loans, liabilities for crude
oil and petroleum product importation and trade and other payables approximates fair
value primarily due to the relatively short-term maturities of these financial instruments.
The Group enters into various currency and commodity derivative contracts to manage its
exposure on foreign currency and commodity price risk. The portfolio is a mixture of
instruments including forwards, swaps and options. These include freestanding and
embedded derivatives found in host contracts, which are not designated as accounting
hedges. Changes in fair value of these instruments are recognized directly in profit or
loss.
Freestanding Derivatives
Freestanding derivatives consist of commodity and currency entered into by the Group.
Currency Forwards
As of December 31, 2014 and 2013, the Group has outstanding foreign currency forward
contracts with aggregate notional amount of US$1,673 million and US$1,445 million,
respectively, and with various maturities in 2015 and 2014. As of December 31, 2014,
the net fair value of these currency forwards is minimal while the December 31, 2013
figure amounted to P640.
Commodity Swaps
The Group has outstanding swap agreements covering its oil requirements, with various
maturities in 2015. Under the agreements, payment is made either by the Group or its
counterparty for the difference between the hedged fixed price and the relevant monthly
average index price.
- 84 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Total outstanding equivalent notional quantity covered by the commodity swaps were
6.6 million barrels and 2.0 million barrels for 2014 and 2013, respectively. The
estimated net receipts for these transactions amounted to P1,420 and P6 for 2014 and
2013, respectively.
Commodity Options
As of December 31, 2014, the Group has no outstanding 3-way options designated as
hedge of forecasted purchases of crude oil.
The call and put options can be exercised at various calculation dates with specified
quantities on each calculation date.
Embedded Derivatives
Embedded foreign currency derivatives exist in certain US dollar-denominated sales and
purchases contracts for various fuel products of Petron. Under the sales and purchase
contracts, the peso equivalent is determined using the average Philippine Dealing System
rate on the month preceding the month of delivery.
As of December 31, 2013, the total outstanding notional amount of currency forwards
embedded in non-financial contracts amounted to US$83 million while the
December 31, 2014 figure is minimal. These non-financial contracts consist mainly of
foreign currency-denominated service contracts, purchase orders and sales agreements.
The embedded forwards are not clearly and closely related to their respective host
contracts. As of December 31, 2013, the net negative fair value of these embedded
currency forwards amounted to (P68) while the December 31, 2014 figure is minimal.
164 For the years ended December 31, 2014, 2013 and 2012 the Group recognized
marked-to-market gains/(losses) from freestanding and embedded derivatives amounting
to P733, P2,514 and (P845), respectively (Note 26).
- 85 -
The table below analyzes financial instruments carried at fair value, by valuation method
as of December 31, 2014 and 2013. The different levels have been defined as follows:
Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly; and
Level 3: inputs for the asset or liability that are not based on observable market
data.
a. Income Tax Holiday (ITH): (1) for six years from May 2008 or actual start of
commercial operations, whichever is earlier, but in no case earlier than the date of
registration for Benzene and Toluene; and (2) for six years from December 2007 or
actual start of commercial operations, whichever is earlier, but in no case earlier than
the date of registration for Propylene.
- 86 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
b. Tax credit equivalent to the national internal revenue taxes and duties paid on raw
materials and supplies and semi-manufactured products used in producing its export
product and forming parts thereof for ten years from start of commercial operations.
e. Exemption from wharfage dues, any export tax, duty, imposts and fees for a ten year
period from date of registration.
f. Importation of consigned equipment for a period of ten years from the date of
registration subject to the posting of re-export bond.
g. Exemption from taxes and duties on imported spare parts and consumable supplies
for export producers with CBMW exporting at least 50% of combined production of
Benzene and Toluene.
h. Petron may qualify to import capital equipment, spare parts, and accessories at zero
(one percent for Propylene) duty from date of registration up to June 5, 2006
pursuant to Executive Order (EO) No. 313 and its Implementing Rules and
Regulations.
The BOI extended the Company’s ITH incentive for its propylene sales from
166 December 2013 to November 2014 and for its benzene and toluene sales from May 2014
to April 2015.
a. ITH for five years without extension or bonus year from December 2008 or actual
start of commercial operations, whichever is earlier, but in no case earlier than the
date of registration subject to a rate of exemption computed based on the % share of
product that are subject to retooling.
b. Minimum duty of three percent and VAT on imported capital equipment and
accompanying spare parts.
e. Exemption from wharfage dues, any export tax, duty, imposts and fees for a ten year
period from date of registration.
- 87 -
f. Exemption from taxes and duties on imported spare parts for consigned equipment
with bonded manufacturing warehouse.
PetroFCC entitlement period ended in February 2013 and registration with BOI was
cancelled on July 4, 2013.
a. ITH for four years from July 2012 or actual start of commercial operations,
whichever is earlier, but in no case earlier than the date of registration limited to the
revenue generated from the electricity sold to the grid.
b. Importation of consigned equipment for a period of ten years from the date of
registration subject to the posting of re-export bond.
c. Petron may qualify to import capital equipment, spare parts and accessories at zero
percent duty from date of registration up to June 16, 2011 pursuant to EO No. 528
and its Implementing Rules and Regulations.
167
The power plant started commercial operations on May 10, 2013 and the Parent
Company availed ITH from May to September 2013.
On March 4, 2014, the BOI approved the transfer of BOI Certificate of Registration No.
2010-181 covering this 70 MW Coal-Fired Power Plant Project to SMC PowerGen, Inc.,
the new owner of the said facility.
RMP-2 Project
On June 3, 2011, the BOI approved Petron’s application under RA 8479 as an Existing
Industry Participant with New Investment in Modernization/Conversion of Bataan
Refinery’s RMP-2. The BOI is extending the following major incentives:
a. ITH for five years without extension or bonus year from July 2015 or actual start of
commercial operations, whichever is earlier, but in no case earlier than the date of
registration based on the formula of the ITH rate of exemption.
b. Minimum duty of three percent and VAT on imported capital equipment and
accompanying spare parts.
- 88 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
a. ITH for three years from December 2014 or actual start of commercial operations,
whichever is earlier, but in no case earlier than the date of registration limited to the
revenue generated from the electricity sold to the grid, other entities and/or
communities.
b. Importation of capital equipment, spare parts and accessories at zero (0) duty from
the date of effectivity of Executive Order No. 70 and its Implementing Rules and
Regulations for a period of five (5) years reckoned from the date of registration or
until the expiration of EO 70, whichever is earlier.
c. Importation of consigned equipment for a period of ten years from the date of
registration subject to the posting of re-export bond.
On March 4, 2014, the BOI approved the transfer of BOI Certificate of Registration No.
2013-047 covering this 70 MW Solid Fuel-Fired Power Plant Project to SMC PowerGen,
Inc., the new owner of the said plant.
168
Yearly certificates of entitlement have been timely obtained by Petron to support its ITH
credits.
a. Sales of petroleum and other related products which include gasoline, diesel and
kerosene offered to motorists and public transport operators through its service
station network around the country.
b. Insurance premiums from the business and operation of all kinds of insurance and
reinsurance, on sea as well as on land, of properties, goods and merchandise, of
transportation or conveyance, against fire, earthquake, marine perils, accidents and
all others forms and lines of insurance authorized by law, except life insurance.
c. Lease of acquired real estate properties for petroleum, refining, storage and
distribution facilities, gasoline service stations and other related structures.
- 89 -
e. Export sales of various petroleum and non-fuel products to other Asian countries
such as China, Brunei, Taiwan, Cambodia, Malaysia, Thailand and Singapore.
f. Sale of polypropylene resins to domestic plastic converters of yarn, film and injection
moulding grade plastic products.
Inter-segment Transactions
Segment revenues, expenses and performance include sales and purchases between
operating segments. Transfer prices between operating segments are set on an arm’s
length basis in a manner similar to transactions with third parties. Such transfers are
eliminated in consolidation.
Major Customer
The Group does not have a single external customer from which sales revenue generated
amounted to 10% or more of the total revenue of the Group.
The following tables present revenue and income information and certain asset and
liability information regarding the business segments for the years ended
December 31, 2014 and 2013.
169
Elimination/
Petroleum Insurance Leasing Marketing Others Total
2014
Revenue:
External sales P479,753 P - P - P2,782 P - P482,535
Inter-segment sales 249,428 82 550 - (250,060) -
Operating income 7,154 53 238 59 101 7,605
Net income 3,172 85 36 70 (354) 3,009
Assets and liabilities:
Segment assets 422,442 1,388 5,090 1,072 (38,910) 391,082
Segment liabilities 292,491 185 4,010 360 (22,885) 274,161
Other segment information
Property, plant and
equipment 148,256 - - 232 5,162 153,650
Depreciation and
amortization 5,920 - 2 45 66 6,033
Interest expense 5,528 - 189 - (189) 5,528
Interest income 1,011 14 1 6 (188) 844
Income tax expense 809 11 22 14 (52) 804
Forward
- 90 -
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Elimination/
Petroleum Insurance Leasing Marketing Others Total
2013
Revenue:
External sales P461,087 P - P - P2,551 P - P463,638
Inter-segment sales 221,647 74 560 - (222,281) -
Operating income 11,019 48 211 68 338 11,684
Net income 5,207 34 40 84 (273) 5,092
Assets and liabilities:
Segment assets 392,599 1,606 4,933 1,083 (42,925) 357,296
Segment liabilities 264,539 470 3,888 324 (28,256) 240,965
Other segment information
Property, plant and
equipment 136,249 - - 251 5,147 141,647
Depreciation and
amortization 5,691 - 2 51 62 5,806
Interest expense 5,461 - 189 1 (189) 5,462
Interest income 1,440 21 2 11 (189) 1,285
Income tax expense 1,747 9 14 17 63 1,850
Elimination/
Petroleum Insurance Leasing Marketing Others Total
2012
Revenue:
External sales P422,199 P - P - P2,596 P - P424,795
Inter-segment sales 182,455 117 383 - (182,955) -
Operating income 7,273 90 171 78 248 7,860
Net income 1,818 159 37 94 (328) 1,780
Assets and liabilities:
Segment assets 315,379 1,737 4,764 1,089 (42,714) 280,255
Segment liabilities 225,040 328 3,759 313 (29,153) 200,287
Other segment information
170 Property, plant and
equipment 98,904 - - 266 4,941 104,111
Depreciation and
amortization 5,067 - 2 37 7 5,113
Interest expense 7,507 - 137 1 (137) 7,508
Interest income 1,153 28 5 20 (85) 1,121
Income tax expense 395 18 17 19 10 459
Inter-segment sales transactions amounted to P250,060, P222,281 and P182,955 for the
years ended December 31, 2014, 2013 and 2012, respectively.
The following table presents additional information on the petroleum business segment
of the Group for the years ended December 31, 2014, 2013 and 2012:
- 91 -
Geographical Segments
The following table presents segment assets of the Group for the year 2014 and 2013.
2014 2013
Local P320,516 P284,845
International 70,566 72,451
P391,082 P357,296
The following table presents revenue information regarding the geographical segments of
the Group for the years ended December 31, 2014, 2013 and 2012.
Elimination/
Petroleum Insurance Leasing Marketing Others Total
2014
Revenue:
Local P276,885 P52 P550 P2,782 (P3,538) P276,731
Export/international 452,296 30 - - (246,522) 205,804
2013
Revenue:
Local P265,989 P21 P560 P2,551 (P4,676) P264,445
Export/international 416,745 53 - - (217,605) 199,193
2012
Revenue:
Local P264,728 P55 P383 P2,596 (P2,292) P265,470
Export/international 339,926 62 - - (180,663) 159,325
171
38. Events After the Reporting Date
On March 5, 2015, the Parent Company redeemed its 2010 Preferred shares at its issue
price of P100 per share.
On March 13, 2015, the Parent Company subscribed to an additional 9,354,136 common
shares of PGL for US$1.00 per share or for a total consideration of US$9,354,136.
On March 17, 2015, the BOD approved cash dividends for common and series 2
preferred shareholders with the following details:
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Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
a. Petron has unused letters of credit totaling approximately P31,396 and P29,176 as of
December 31, 2014 and 2013, respectively.
In 1998, the Bureau of Internal Revenue (BIR) issued a deficiency excise tax
assessment against Petron relating to Petron’s use of P659 of Tax Credit Certificate
(“TCCs”) to pay certain excise tax obligations from 1993 to 1997. The TCCs were
transferred to Petron by suppliers as payment for fuel purchases. Petron contested the
BIR’s assessment before the Court of Tax Appeals (CTA). In July 1999, the CTA
ruled that as a fuel supplier of BOI-registered companies, Petron was a qualified
transferee of the TCCs and that the collection of the BIR of the alleged deficiency
excise taxes was contrary to law. On March 21, 2012, the Court of Appeals
promulgated a decision in favor of Petron and against the BIR affirming the ruling of
the CTA striking down the assessment issued by the BIR to Petron. On
April 19, 2012, a motion for reconsideration was filed by the BIR, which was denied
by the Court of Appeals in its resolution dated October 10, 2012. The BIR elevated
the case to the Supreme Court through a petition for review on certiorari dated
December 5, 2012. On June 17, 2013, Petron filed its comment on the petition for
review filed by the BIR. The petition was still pending as of December 31, 2014.
172 In November 2001, the City of Manila enacted Ordinance No. 8027 (Ordinance
8027) reclassifying the areas occupied by the oil terminals of the Parent Company,
Pilipinas Shell Petroleum Corporation (Shell) and Chevron Philippines Inc.
(Chevron) from industrial to commercial. This reclassification made the operation
of the oil terminals in Pandacan, Manila illegal. However, in June 2002, the Parent
Company, together with Shell and Chevron, entered into a Memorandum of
Understanding (MOU) with the City of Manila and the Department of Energy
(DOE), agreeing to scale down operations, recognizing that this was a sensible and
practical solution to reduce the economic impact of Ordinance 8027. In December
2002, in reaction to the MOU, the Social Justice Society (SJS) filed a petition with
the Supreme Court against the Mayor of Manila asking that the latter be ordered to
enforce Ordinance 8027. In April 2003, the Parent Company filed a petition with the
Regional Trial Court (RTC) to annul Ordinance 8027 and enjoin its implementation.
On the basis of a status quo order issued by the RTC, Mayor of Manila ceased
implementation of Ordinance 8027.
The City of Manila subsequently issued the Comprehensive Land Use Plan and
Zoning Ordinance (Ordinance 8119), which applied to the entire City of Manila.
Ordinance 8119 allowed the Parent Company (and other non-conforming
establishments) a seven-year grace period to vacate. As a result of the passage of
Ordinance 8119, which was thought to effectively repeal Ordinance 8027, in
April 2007, the RTC dismissed the petition filed by the Parent Company questioning
Ordinance 8027.
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However, on March 7, 2007, in the case filed by SJS, the Supreme Court rendered a
decision (March 7 Decision) directing the Mayor of Manila to immediately enforce
Ordinance 8027. On March 12, 2007, the Parent Company, together with Shell and
Chevron, filed motions with the Supreme Court seeking intervention and
reconsideration of the March 7 Decision. In the same year, the Parent Company also
filed a petition before the RTC of Manila praying for the nullification of
Ordinance 8119 on the grounds that the reclassification of the oil terminals was
arbitrary, oppressive and confiscatory, and thus unconstitutional, and that the said
Ordinance contravened the provisions of the Water Code of the Philippines
(Presidential Decree No. 1067, the Water Code). On February 13, 2008, the Parent
Company, Shell and Chevron were allowed by the Supreme Court to intervene in the
case filed by SJS but their motions for reconsideration were denied. The Supreme
Court declared Ordinance 8027 valid and dissolved all existing injunctions against
the implementation of the Ordinance 8027.
In May 2009, Manila City Mayor Alfredo Lim approved Ordinance No. 8187
(Ordinance 8187), which amended Ordinance 8027 and Ordinance 8119 and
permitted the continued operations of the oil terminals in Pandacan.
On August 24, 2012 (August 4 decision), the RTC of Manila ruled that Section 23 of
Ordinance 8119 relating to the reclassification of subject oil terminals had already
been repealed by Ordinance 8187; hence any issue pertaining thereto had become
moot and academic. The RTC of Manila also declared Section 55 of Ordinance 8119
null and void for being in conflict with the Water Code. Nonetheless, the RTC
upheld the validity of all other provisions of Ordinance 8119. On September 25,
2012, the Parent Company sought clarification and partial consideration of the
August 24 decision and prayed for the nullification of the entire Ordinance 8119. In
173
an Order dated December 18, 2012, the RTC of Manila denied the motion filed by
the Parent Company. The Parent Company filed a notice of appeal on January 23,
2013. In an Order dated February 6, 2013, the RTC of Manila directed that the
records of the case be forwarded to the Court of Appeals. On April 15, 2013, Petron
received an Order dated April 1, 2013 requiring it to file its appellant’s brief. Petron
submitted its appellant’s brief on July 29, 2013. On December 19, 2013, Petron,
through its counsel, received the City of Manila’s appellee’s brief dated
December 12, 2013. Petron filed its appellant’s reply brief on February 11, 2014. As
of December 31, 2014, the appeal remained pending.
As regard to Ordinance 8187, petitions were filed before the Supreme Court, seeking
for its nullification and the enjoinment of its implementation. The Parent Company
filed a manifestation on November 30, 2010 informing the Supreme Court that,
without prejudice to its position in the cases, it had decided to cease operation of its
petroleum product storage facilities in Pandacan within 5 years or not later than
January 2016 due to the many unfounded environmental issues being raised that
tarnish the image of the Parent Company and the various amendments being made to
the zoning ordinances of the City of Manila when the composition of the local
government changes that prevented the Parent Company from making long-term
plans. In a letter dated July 6, 2012 (with copies to the offices of the Vice Mayor and
the City Council of Manila), the Parent Company reiterated its commitment to cease
the operation of its petroleum product storage facilities and transfer them to another
location by January 2016.
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Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors
Consolidated Statements of Financial Position
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
On August 11, 2006, MT Solar I, a third party vessel contracted by the Parent
174 Company to transport approximately two million liters of industrial fuel oil, sank 13
nautical miles southwest of Guimaras, an island province in the Western Visayas
region of the Philippines. In separate investigations by the Philippine Department of
Justice (DOJ) and the Special Board of Marine Inquiry (SBMI), both agencies found
the owners of MT Solar I liable. The DOJ found the Parent Company not criminally
liable, but the SBMI found the Parent Company to have overloaded the vessel. The
Parent Company has appealed the findings of the SBMI to the Philippine Department
of Transportation and Communication (DOTC) and is awaiting its resolution. The
Parent Company believes that SBMI can impose administrative penalties on vessel
owners and crew, but has no authority to penalize other parties, such as the Parent
Company, which are charterers.
In 2009, complaints for violation of the Philippine Clean Water Act of 2004
(Republic Act No. 9275, the Clean Water Act) and homicide and less serious
physical injuries were filed against the Parent Company. Complainants claim that
their exposure to and close contact with waters along the shoreline and mangroves
affected by the oil spill has caused them major health problems. On
February 13, 2012, an Information was filed against the owner and the Captain of
MT Solar 1 and Messrs. Khalid Al-Faddagh and Nicasio Alcantara, former President
and Chairman of the Parent Company, respectively, for violation of the Clean Water
Act. On March 28, 2012, the court dismissed the information for lack of probable
cause and for lack of jurisdiction over the offense charged. The Provincial Prosecutor
and the private prosecutor filed a motion for reconsideration of this March 28 Order
of the court. On August 13, 2012, the court issued an order denying the said motion
for reconsideration.
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Other complaints for non-payment of compensation for the clean-up operations
during the oil spill were filed by a total of 1,063 plaintiffs who allegedly did not
receive any payment of their claims for damages arising from the oil spill. The total
claims for both cases amount to P292. Both cases were pending as of
December 31, 2014.
e. Other Proceedings
The Group is also a party to certain other proceedings arising out of the ordinary
course of its business, including legal proceedings with respect to tax, regulatory and
other matters. While the results of litigation cannot be predicted with certainty,
management believes that the final outcome of these other proceedings will not have
a material adverse effect on the Group’s business, financial condition or results of
operations.
175
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Terminals, Depots, and Airport Facilities
Institutional Investors
Petron Corporation welcomes inquiries from analysts
and institutional investors.
Please write or call: Investor Relations
40 San Miguel Avenue
1550 Mandaluyong City
Telephone No.: (632) 886-3888
Fax No.: (632) 884-0964
Website: www.petron.com
Email Address:
eypelim@petron.com
Petron Corporation
SMC Head Office Complex
40 San Miguel Avenue
1550 Mandaluyong City
Telephone No.: (632) 886-3888
Fax No.: (632) 884-0945
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