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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE


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

1. For the fiscal year ended December 31, 2013

2. SEC Identification Number 179655 3. BIR Identification No. 002-030-167-000

4. Exact name of the issuer as specified in its charter: CEBU PROPERTY VENTURES
AND DEVELOPMENT CORPORATION

5. Province, Country or other jurisdiction of incorporation or organization:


Cebu, Philippines

6. Industry Classification Code: _______ (SEC Use Only)

7. Address of principal office: Unit #701, 7/F, Cebu Holdings Center, Cardinal Rosales
Avenue, Cebu Business Park, Cebu City Postal code: 6000

8. Issuer’s telephone number: (032) 231-5301

9. Former name, former address, former fiscal year: not applicable

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

Title of Each Class Number of Shares of Common Stock


Outstanding and Amount of Debt Outstanding

Class A 564,210,000 shares P = 564,210,000


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Class B 376,140,000 shares P = 376,140,000
-----------------------------------------------------------------------------------------------------
Total 940,350,000 shares P = 940,350,000
-----------------------------------------------------------------------------------------------------

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


Yes [x] No [ ]

Name of Stock Exchange: Philippine Stock Exchange


Class of securities listed: Common stocks

12. Check whether the issuer:


(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17
thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and sections
26 and 141 of the Corporation Code of the Philippines during the preceeding 12
months (or for such shorter period that the registrant was required to file such
reports):
Yes [x] No [ ]
(b) has been subject to such filing requirements for the past 90 days:
Yes [x] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN


INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEEDING FIVE YEARS

14. Check whether the issuer has filed all documents and reports required to be filed by
Section 17 of the Code subsequent to the distribution of securities under a plan confirmed
by a court or the Commission.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

15. Briefly describe documents incorporated by reference and identify the part of the SEC
Form 17-A into which the document is incorporated:

2013 Audited Consolidated Financial Statements (incorporated as reference for Item 7 of


SEC Form 17-A)
TABLE OF CONTENTS

Page No.

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business 1
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 10

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Issuer’s Common Equity and Related


Stockholder Matters 10
Item 6. Management’s Discussion and Analysis or Plan of
Operation 12
Item 7. Financial Statements 17
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 17

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer 18


Item 10. Executive Compensation 20
Item 11. Security Ownership of Certain Beneficial
Owners and Management 21
Item 12. Certain Relationships and Related Transactions 23
Item 13. Compliance with Leading Practice on Corporate Governance 25

PART IV - EXHIBITS AND SCHEDULES

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

(a) Exhibits 26
(b) Reports on SEC Form 17-C 26
Item 14. Additional Disclosures Data 26

SIGNATURES 30

INDEX TO EXHIBITS

INDEX TO SUPPLEMENTARY SCHEDULES


PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business
(Part 1 Paragraph A of SRC Rule 12)

(A) Description of the Business

(1) Business Development

Cebu Property Ventures and Development Corporation was registered with the Securities and Exchange Commission
(SEC) on August 2, 1990 and started commercial operation on September 1, 1996. The Company started as a joint
venture corporation between the Province of Cebu and Ayala Land, Inc. CPVDC is now 76% owned by Cebu Holdings,
Inc. (CHI) after a successful tender offering undertaken in 1995.

CPVDC is a publicly-listed company engaged in real property ownership, marketing, management and development. The
Company's operations consist of five types of activities:

• commercial land sales (Cebu I.T. Park)


• development and leasing of office space (eOffice one/eBloc Towers)
• residential condominium sales
• residential subdivision sales (Garden Ridge Village – sold out)
• rental of retail space (The Walk and eBloc Towers retail component)

Projects

Cebu Property Ventures and Development Corporation, has also developed a 27-hectare called Cebu I.T. Park (formerly
Asiatown I.T. Park), only 1.5 kilometers away from Cebu Business Park.

Cebu I.T. Park is a well-planned IT economic zone and modern trading hub with global gateway. The 27-hectare
integrated mixed-use I.T. Park obtained accreditation from the Philippine Economic Zone Authority (PEZA) as an IT Park
in 2000. The PEZA accreditation is the first such distinction accorded a property development project in the Visayas and
Mindanao.

In September 22, 2011, Asiatown I.T. Park was officially re-named Cebu I.T. Park – strengthening the emphasis the
queen city of the South which has today become one of the top BPO destinations globally. In 2013, Cebu retained its
ranking at the 8th top outsourcing destination globally by Tholons Magazine.

Home to over a hundred IT companies and related services, Cebu I.T. Park is host to over 70 percent of Cebu’s business
process outsourcing (BPO) industry. It hosts a good mix of software research and development, BPOs, and contact
centers, bringing in millions of pesos in investments and employing thousands of people. In fact, by end of 2013, it has
provided employment to more than 34,000 – a mixture of engineers, and information and communication technology
professionals.

Cebu’s thriving IT and BPO industry is most evident in the bullish build-up within Cebu I.T. Park with six buildings
under construction which will be an addition to the existing 16 buildings at the I.T. Park.

CPVDC’s first venture to attract IT locators is eOffice One, a one-storey modular building (11,370 sqm). This structure e-
Office One is due for redevelopment this year and will give way to a mixed-use complex at the heart of the I.T. Park. Its
masterplan will include a regional mall, a hotel, office and residential towers.

eBloc Tower 1 is 12-storey mid-rise office condominium with retail provision at the ground floor. It is a project of Asian I-
Office Properties, a joint venture between CPVDC and Ayala Land, Inc. The building has redundant power and water
supply, optimum telecommunications facilities, centralized sewage and a secure location within the heart of the city.

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With its first tower fully leased out, AiO launched eBloc Tower 2, a 16-level office building with a total gross floor area of
34,762 square meters in June 2010. Like its predecessor, eBloc Tower 2 is proud manifestation of sustainable design
practices. The building is fully leased out to some of the big players in the BPO/IT industry.

To accommodate the increase in demand for office spaces, eBloc Tower 3 was launched last February 2012. This 12-
level office building will add another 15,760 square meters of gross floor area upon completion.

Seeing the demand for residential spaces within this bustling IT park, AiO in partnership with Avida Land (Ayala Land’s
best value brand offering affordable living at its best) launched Avida Towers Cebu in June of 2010. The first Ayala Land
affordable condominium outside Luzon, Avida redefines life with exciting options for future residents to enjoy the benefits
of home, office, and play inside the most vibrant address in town for young professionals and families. The first tower of
over 500 units was sold in an unprecedented rate, prompting the launch of the second tower after only three months
since it was first offered to the market.

The Avida brand further expanded its portfolio in Cebu with the multi-tower Avida Towers Riala. The said development
will seamlessly include spaces for retail and dining in its masterplan, furthering the lifestyle options that are already
present in its location.

Cebu I.T. Park’s retail center, The Walk, remains to be a strong retail magnet in the ever-busy Cebu IT Park. Heavily
frequented by BPO workers, young professionals, tourists, families, and sports enthusiasts, it has emerged from simply
being a hangout haven into popular venue for showcasing recreational activities like sports, music, photography, and
even luxury vehicle collections.

Cebu IT Park Superblock


To maximize land value and increase recurring income, CPVDC will soon undertake the redevelopment of a two
hectare central superblock in Cebu I.T. Park. This new project will include a regional mall, office buildings and a
hotel. This will complement the 24/7 community in the area, as well as enhance the pedestrian experience,
connecting the growing number of buildings within the park.

Currently on its master-planning stage, the project will start development by the later part of 2014. Once
completed, it will further enhance Cebu I.T. Park’s position as a prime investment area, and one of the top BPO
destinations in the world.

(2) Business of Issuer

(A) Description of the Registrant

(i) The Company’s operations focus on commercial lots sales, leasing of office and retail space and residential
condominium sales.

Commercial Land Sales

Cebu I.T Park (formerly Asiatown I.T. Park). In June 1996, CPVDC launched its major undertaking, the Cebu Civic and
Trade Center now known as Cebu I.T Park.. The Cebu I.T. Park is a well-planned IT economic zone and modern trading
hub with global gateway. It is now home of a good mix of software research and development, BPO’s and contact
centers, bring in millions of pesos in investments and employ thousands of people.

Selling of lots in Phase 1 commenced in September 1996. To date, there were forty-four (44) lots from Phase 1 sold to
predominantly local buyers. There were also three (3) Phase 2 lots sold to Asian i-Office Properties, Inc. (AiO).

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Office & retail space leasing

eOffice One

e-Office One, a one-storey modular building (11,370 square meter), is due for redevelopment this year. This will be a
very exciting addition to Cebu IT Park.

eBloc Towers 1 and 2 Retail

The eBloc Towers retail outlets at the ground floor of the buildings provide more choices for dining at the Cebu
I.T. Park. The current mix of outlets add to the dynamic 24/7 environment at the park. These include coffee
shops, popular food outlets and restaurants and convenience stores which complement the lifestyle of the park's
growing population.

eBloc Tower

eBloc Tower 1 and eBloc Tower 2

The eBlocs are state-of-the-art mid-rise office buildings with retail spaces at its ground level.

The first among many projects to be pushed for Cebu’s twin-win industries - Information and Communication
Technology (ICT) and tourism - the eBloc Towers are part of the project of Asian i-Office Properties Inc. (AiO).

They currently house few of the top companies; NCR Cebu Development Corp, JP Morgan Chase & Co., NEC
Telecom, and Accenture.

eBloc Tower 3 and eBloc Tower 4

eBloc Tower 3 and eBloc Tower 4 are designed to have support retail provision with landscaped storefront at the
ground floor to cater the needs of the BPO worker 24/7. An open air podium, which will accommodate ample
parking slots, will provide for both retail and office needs.

The buildings are a proud manifestation of environmentally sustainable design practices through energy-efficient
electrical, air-conditioning and its water-efficient plumbing systems. Lights, pumps and motors will be energy-
rated and will save electricity. The plumbing system will use a dual-pipe system to collect grey water and will
facilitate rainwater collection. It will also employ waterless urinals and other water-saving toilet fixtures.

Stepping-up to cater to the needs of the growing IT/BPO industry in Cebu, CPVDC’s subsidiary, Asian i-Office
Properties topped off eBloc Tower 3 and broke ground for eBloc Tower 4 in October 2013.

The Walk

The Walk remains a top destination among the growing number of retail establishments at Cebu
I.T. Park. It continues to enjoy patronage not only by the park's workforce and residents, but also
by the rest of the Cebuano community. In 2013, The Walk registered an 85 percent occupancy
and welcomed new locators including Music One Family KTV, Zubuchon and Nerubia Web
Solutions. The Walk also continues to host numerous community events at the I.T. Park.

Avida Towers Cebu

Avida Towers Cebu is a joint venture project of Avida Land and Asian i-Office (AiO). AiO is an associate of Cebu
property Venture and Development Corporation.

When it was first launched in June 2010, Avida Towers Cebu sold over 90 percent units Tower 1 in less than four
months. This fast-tracked the launch of the second tower, which also sold in record breaking speed.

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Avida Towers Cebu redifines city living with exciting options for its future residents to enjoy the benefits of home,
work and play inside the most vibrant address in town for young professionals and families.

Avida Towers Riala

Avida Towers Riala is our second residential condominium project in partnership with Ayala Land’s affordable
brand, Avida Land, in Cebu. Due to the continued fast take-up of this market segment, the second building of
this multi-tower development was launched in 2013 to offer more units.

Avida Towers Riala is a five-tower project with additional shopping and dining outlets built into the property to
provide convenient access for the needs of its residents. Located in the Cebu I.T. Park,
this pocket mixed-used development is within the primest district in the city,
home to over 70 percent of Cebu’s BPO industry.

(ii) The following spells out CPVDC’s revenues:

For the years ended 31 December


2013 2012 2011
P Mn. % P Mn. % P Mn. %
Commercial land sales 6.5 1% 34.0 14% 73.3 28%
e-Office rental 18.4 4% 29.9 12% 66.4 25%
eBloc Towers rental 216.5 47% - - - -
The Walk 23.7 5% 21.1 9% 21.8 8%
Residential condo sales 44.3 10% 3.9 2% - -
Equity in net earnings of 14.2 3% 33.8 14% 17.3 7%
an associate
Interest Earnings in Short- 137.2 30% 119.5 49% 82.8 32%
term Investment
Total 460.8 100% 242.2 100% 261.5 100%

(iii) Distribution Method

The Company’s Sales and Marketing Department and its accredited real estate brokers are designated to handle the
selling/distribution of the Company’s product.

(iv) Status of Any Publicly-Announced Product

The company has no new products other than the above mentioned Cebu I.T. Park office lots, e-office, Garden Ridge
Village (House & lot units) and The Walk as of year-end. In early 2002 the company started leasing office space for IT
locators. The building called e-Office one was completed early 2002. Construction of The Walk and eBloc Tower 1 was
completed in 2008. In 2011, construction of eBloc Tower 2 was fully completed. As of December 2013, construction of
Avida Towers Cebu, eBloc Tower 3 & Avida Riala Tower 1&2 projects, is ongoing.

(v) Competitive Business Condition

Cebu Overview

Market Assessment

The Philippine economy finished 2013 with a strong 7.2 percent growth in GDP. The robust performance in the Industry,
Services and Services Export sectors led by trade and business process outsourcing, along with the substantial

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improvements in the country’s manufacturing and construction sectors fueled the country’s continued growth, making the
Philippines one of the Asian Regions best performing economies for last year.

The Region 7 economy followed the same positive course, trending toward a forecasted GRDP growth rate of at least
7.5%, as of the latest NEDA estimate. This is despite the twin natural calamities which directly hit the region late last year,
specifically the Bohol Earthquake and tropical cyclone “Typhoon Haiyan”.

The positive business climate of the region is mainly led by the strong economy of Cebu which is driven by growth in
investments in business process outsourcing, tourism, and real estate development. The office leasing sector grew by
5%, adding an additional 28,000 sqm to the office market which is estimated to be 620,000 sqm. Office demand also
remained strong with vacancy rates declining to 3% across Metro Cebu.

Cebu continued to be a major tourist destination accounting for 53% of the nation’s total arrivals. Despite the calamities,
Cebu surpassed its 2013 tourist arrivals target with 2.5 M arrivals, growing +10.4% vs. the previous year.

CEBU RESIDENTIAL MARKET

Strong demand in the pre-selling residential condominium market was reported despite a slowdown in project launches
and recent calamities as take-up increased by 15.9% from 4,700 to 5,447 units.

The growth in the market was driven by the strong performance of ALI-CHI which has a strong foothold across all of the
key market segments: Premier, Mid-high, Entry level, and Affordable. ALI-CHI ended the year as market leader with a
19% share of the market. Following second is Taft Properties at 10% share and Cebu Landmasters with 7% share.

ALI-CHI-CPVDC
• Avida performs well in 2013 and was highly commended by the Asia Property Awards. Its flagship project Avida
Towers Cebu is 100% sold, while Avida Riala Tower 1 and 2 are 79% and 68% sold, respectively.
• Amaia started pre-selling in Dec 2013 and sold 24 units.

Taft Properties
• Taft’s Horizon 101 series continues to perform. Its first tower with 884 units is already at 96% sold, while the
sequel, Tower 2 is at 56% sold.
• Taft also launched a new mid rise condo, Soltana Nature Residences. The project has 288 units and ended the
year at 26% sold.

Cebu Landmasters
• Cebu Landmaster’s performs well with the successful launch if its latest project Mivesa Garden Residences
in 2013. The mid-rise multi-tower development launched 5 towers in 2013 and ended the year with the
following: Tower 1 84 sold, Tower 2, 94% sold, Tower 3, 100% sold, Tower 4 32% sold, Tower 5 37% sold.

CEBU MALL LEASING

The Walk, the retail component of subsidiary Cebu Property Ventures and Development Corporation’s Cebu I.T. Park,
positions itself as one of the best convergence hub where friends and families connect with their loves ones and live out
their passions. This retail facility combines with a strong mix of affordable dining options and convenient services, making
it the favorite hangout at Cebu I.T. Park. Since it opened, The Walk retained its freshness and attraction to its market with
a total gross leasable area of 2,100sqm. In 2013, it ended the year with Eighty Five percent (85%) lease occupancy.
Highlights were the opening of two retail establishments – Music One Family KTV and Zubuchon and an office at the
second floor – Nerubia Web Solutions.

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CEBU COMMERCIAL (BPO/IT)

Office stock in Metro Cebu increased by approximately 28,000 sqm in 2013, with the completion of 2Quad at Cebu
Business Park (13,100 sq m) and Calyx Center Expansion at Cebu IT Park (1,600 sq m). Demand in the office market
was driven by the growing Business Process Outsourcing (BPO) industry, absorbing more than 100,000 full-time
employees in the area.

The Business Process Outsourcing (BPO) industry fuelled the Cebu office market to accelerated growth in the last five
years and now accounts for 60% of the total available office stock. The BPO industry is seen to expand in the next few
years as Tholons, a global outsourcing research and advisory firm, identified Cebu City as the eighth most favorable
location in the world for outsourcing which will spur further interest of international locators to operate in Cebu.

ALI-CHI is a strong player in the office market occupying a market share of 15% with 58,000 sqm under its belt. By the
end of 2014, ALI-CHI is expected to be the leading office space provider at 17% share of the marketing by adding 32,000
sqm to the office market stock. Following behind is Skyrise with several developments in Cebu IT Park at 13% share of
the market.

(vi) Sources and Availability of Raw Materials and the Names of Principal Suppliers;

For the development of Cebu I.T. Park the Company engaged the services of Makati Development Corporation (MDC) as
the general contractor. MDC is responsible for the development of Cebu I.T. Park, e-Office, The Walk, eBloc Towers,
Avida Towers Cebu & Avida Riala Tower 1&2.

(vii) Dependence on One or Few Major Customers and Identify Any such Major Customers

The Company is not dependent on one particular segments or group of customers in the real estate market.

(viii) Dependence on One or a Few Materials and the Names of Principal Suppliers;

The Company is not dependent on one or few suppliers/contractors. There are a lot of good reliable contractors in the
country today which can serve the Company’s requirement.

(ix) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty, Agreements, or Labor Contracts;

The Company has engaged the services of various contractors for the maintenance of its projects such as security and
janitorial services, with terms of one year for each contractor.

(x) Need for any Government Approval of Principal Products or Services;

The Company has obtained the following government approvals for the development of Cebu I.T. Park, Garden Ridge
Village, eOffice, The Walk, eBloc Towers, Avida Towers Cebu & Avida Riala Tower 1&2:

1. Provisional Approval and Locational Clearance (PALC)-Office of the Mayor


2. Development Permit - Office of the Mayor
3. Environmental Compliance Certificate - DENR
4. License to Sell - HLURB

(xi) Effects of Existing or Probable Government Regulations on the Business;

The Company operates a material part of its business in a highly regulated environment. The introduction of or
inconsistent or unpredictable application of, or changes in, regulations may from time to time materially affect the
Company’s operations.

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(xii) Research and Development;

The Company has not allocated any amount for research and development for the last three (3) fiscal years.

(xiii) Cost and Effect of Compliance with Environmental Laws;

The Company’s project-Cebu I.T. Park is designed to be an environment friendly commercial community which includes
amities like Sewage Treatment Plant (STP) and green parks. It is a standard operating procedure (SOP) of any CPVDC
project to comply with environmental laws and its cost is already incorporated in the total development cost of the project.

(xiv) Number of Employees;

The company has four (4) employees at present. There is no possible hiring in the next twelve months. There is neither
union nor CBA in the Company. Employees receive above industry compensation and benefits (ie. hospitalization,
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medical allowance, clothing, commodities check, 13 and 14 month and other government mandated benefits) plus
performance bonus. Annual salary increases were also given. There have been no strike in the past three years nor
threat to strike as there are no dispute between management and employees.

(xv) The company had no material Reclassification, Merger, Consolidation or Purchase/Sale of Significant Amount of
Assets during the last three years.

The company had not filed any bankruptcy, Receivership or similar proceedings during the last three years.

Risks Management : Discuss the major risk/s involved in each of the business of the company and subsidiaries.
Include a disclosure of the procedures being undertaken to identify, assess and manage such risks.

Enterprise-Wide Risk Management (ERM)

Since 2012, the Enterprise-wide Risk Management (ERM) program has been implemented in the organization to
systematically assess, through an approved framework, the identification of key business risks, control processes,
performance indicators and where applicable, control process, improvement plans.

As a proactive process, risks, controls and key indicators are periodically monitored and reported as part of normal day to
day operations. If issues arise, these are assessed and appropriately discussed and escalated to ensure proper handling
through resolution.

In compliance with the Committee’s oversight function, results of the monitoring of the ERM process are presented to
management and to Audit & Risk Committee of the Board at least quarterly.

In 2013, Management and even line personnel have continued to take on a more active role in risk management, allowing
for early identification and addressing of risks on both a strategic and day to day tactical level.

As a result of periodic reviews, including those with the Management Committee and the Chief Risk Officer, the
Organization has developed an increased awareness and integrated view of the corporate business strategy, its
associated risks and the systematic mitigation approach for each.

The Company was able to direct the following key strategic actions in 2013:

1. Optimization of Existing Assets- The Company enhanced the value of its existing assets through
redevelopment and new product launches. This is was evident in projects such as the revitalization and the
upcoming redevelopment of the Cebu I.T. Park, and the coming launch of new office products.

2. Protecting the Balance Sheet through Financial Risk Management- The Company strengthened its balance
sheet by expanding its current recurring income base through the acquisition of Ayala Land Inc.’s 60% ownership

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of Asian i-Office Properties, Inc. (AiO). This was a huge win for CPVDC on many levels, including risk
management as it increased the Company’s wholly-owned gross leasable area from 12,168 to 48,668 square
meters and significantly increased its recurring income from P51.0 million in 2012 to P258.6 million in 2013.

3. Monitoring of Leading Market Indicators – Industry reports, forecasts and sales reports were regularly
monitored and reported to both the operating project teams and senior management and was used as direct
inputs in decision-making for both strategic and on the ground issues. Market needs and preferences,
particularly those of the local market, were identified and applied in the design of the Company’s products to
make sure they meet the requirements of the local market.

4. Expanded Partnership, beyond those with CHI, on Development Projects – CPVDC worked towards the
diversification of risk through a healthy and strong strategic partnership with its parent Companies, ALI and CHI
The synergy successfully expanded our product portfolio through access to best practice master planning,
development and selling methodologies, branding strategies, overall speed to market while being mindful of local
market knowledge.

5. Diversification of product line- the Company has expanded its current product line to allow for more reach in
the market. In 2013, the Company began the maximization of its existing landbank through the planned
redevelopment of Cebu I.T. Park, building-in retail and office leasing components, and other exclusive concepts
in one of the leading growth centers in Cebu.

6. Proactively Addressing Environmental Risks - The Company has an established and fully functional Business
Continuity Plan (BCP) and Crisis Management Team (CMT) that provides the framework to ensure minimal
disruption during calamities and unexpected events.

During the twin calamities of the earthquake and super typhoon Yolanda that hit Cebu in the second half of 2013, CHI
ably activated its BCP and CMT. This structured approach allowed the Company to protect not just its assets, but most
importantly its personnel, customers & locators in its facilities, resulting to no loss of life and only minimal property
damage while maintaining continuous operations through both events.

Looking ahead to the coming year, the Company commits to further expand its risk management initiatives, to further
minimize the occurrence of risk related incidents and losses. Programs lined up include further strengthening the balance
sheet, expand existing and enter into new partnerships with like-minded companies, along with some organizational
expansions to enable the Company to continue to pursue rapid growth, further strengthening its leadership position in the
Cebu Real Estate market.

Item 2. Properties
(Part I, Paragraph (B) of SRC Rule 12)

Cebu I.T. Park-- This 24 hectare mixed-use community that will host office and residential buildings, a hotel, as well as
retail and recreational facilities. The property was proclaimed as a special economic zone by virtue of Proclamation No.
12 signed on 27 February 2001 by the President of the Republic. The property is situated at Salinas Drive, Lahug, Cebu
City. Phase 1 covering 18 hectares was completed in 1999. Horizontal development on the remaining phase is ongoing.

The above named property is free form any encumbrances, mortgage or lien as the Company has no material
obligations/loans to any Company or Institutions.

CPVDC’s first venture to attract IT locators is eOffice One, a one-storey modular building (11,370 sqm). This structure e-
Office One is due for redevelopment this year and will give way to a mixed-use complex at the heart of the I.T. Park. Its
masterplan will include a regional mall, a hotel, office and residential towers.

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eBloc Tower 1 is 12-storey mid-rise office condominium with retail provision at the ground floor. It is a project of Asian I-
Office Properties, a joint venture between CPVDC and Ayala Land, Inc. The building has redundant power and water
supply, optimum telecommunications facilities, centralized sewage and a secure location within the heart of the city.

With its first tower fully leased out, AiO launched eBloc Tower 2, a 16-level office building with a total gross floor area of
34,762 square meters in June 2010. Like its predecessor, eBloc Tower 2 is proud manifestation of sustainable design
practices. The building is fully leased out to some of the big players in the BPO/IT industry.

To accommodate the increase in demand for office spaces, eBloc Tower 3 was launched last February 2012. This 12-
level office building will add another 15,760 square meters of gross floor area upon completion.

Seeing the demand for residential spaces within this bustling IT park, AiO in partnership with Avida Land (Ayala Land’s
best value brand offering affordable living at its best) launched Avida Towers Cebu in June of 2010. The first Ayala Land
affordable condominium outside Luzon, Avida redefines life with exciting options for future residents to enjoy the benefits
of home, office, and play inside the most vibrant address in town for young professionals and families. The first tower of
over 500 units was sold in an unprecedented rate, prompting the launch of the second tower after only three months
since it was first offered to the market.

The Avida brand further expanded its portfolio in Cebu with the multi-tower Avida Towers Riala. The said development
will seamlessly include spaces for retail and dining in its masterplan, furthering the lifestyle options that are already
present in its location.

Cebu I.T. Park’s retail center, The Walk, remains to be a strong retail magnet in the ever-busy Cebu IT Park. Heavily
frequented by BPO workers, young professionals, tourists, families, and sports enthusiasts, it has emerged from simply
being a hangout haven into popular venue for showcasing recreational activities like sports, music, photography, and
even luxury vehicle collections.

Cebu IT Park Superblock


To maximize land value and increase recurring income, CPVDC will soon undertake the redevelopment of a two
hectare central superblock in Cebu I.T. Park. This new project will include a regional mall, office buildings and a
hotel. This will complement the 24/7 community in the area, as well as enhance the pedestrian experience,
connecting the growing number of buildings within the park.

Currently on its master-planning stage, the project will start development by the later part of 2014. Once
completed, it will further enhance Cebu I.T. Park’s position as a prime investment area, and one of the top BPO
destinations in the world.

The company has no plan in the next 12 months of acquiring by direct purchase any properties but open for possible joint
development of a reputable property owner. There will be no major acquisition nor investments in the next 12 months
other than the development / enhancement of Cebu I.T. Park, eOffice, The Walk, eBloc Towers, Avida Towers Cebu and
Avida Riala Tower 1&2.

Item 3. Legal Proceedings


(Part I, Paragraph (C) of SRC Rule 12)

As of December 31, 2013, CPVDC is a party to a case that is currently being contested, the final outcome of which is not
presently determinable.

In the opinion of the management and its legal counsel, the eventual liability under these lawsuits or claims, if any, will not
have a material or adverse effect on the Group’s financial position and results of operations.

There were no material pending legal proceedings to which any of the directors or executive officers is a party or of which
any of their properties is the subject. None of the directors nor executive officers was involved in any legal proceedings
during the period covered in this report (During the last five years up to the date of filing of this report).

-9-
Item 4. Submission of Matter to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the period covered by this report.

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
(Part II, Paragraph (A)(1) through (4) of SRC Rule 12)

(1) Market Information (Price Information of CPVDC Shares )

The following table shows the closing prices (in PHP) of Cebu Property Ventures & Development Corporation's shares in
the Philippine Stock Exchange for the year 2013 and 2012:

2013 High Low Close


CPV-A
1Q 4.70 4.70 4.70
2Q 5.20 5.20 5.20
3Q 5.10 5.10 5.10
4Q 5.00 5.00 5.00
CPV-B
1Q 4.75 4.75 4.75
2Q 5.20 5.20 5.20
3Q 5.20 5.20 5.20
4Q 5.20 5.20 5.20

2012 High Low Close


CPV-A
1Q 5.60 5.60 5.60
2Q 5.00 5.00 5.00
3Q 5.00 5.00 5.00
4Q 5.00 5.00 5.00
CPV-B
1Q 5.00 5.00 5.00
2Q 4.90 4.90 4.90
3Q 5.00 5.00 5.00
4Q 5.10 5.10 5.10

The market capitalization of CPVDC “A” and “B” shares as of end-2013, based on the closing prices of P5.00 and
P5.20 per share respectively, was approximately P4.8 billion.

As of the close of the latest practicable trading date, the market price of common “A” shares on March 5, 2014
was P5.20 per share and common “B” shares on February 24, 2014 was P5.00 per share.

(2) HOLDERS

There were approximately 494 registered holders of common equity security of the Company as of January 31,
2014.

- 10 -
The following are the top 20 registered holders of the common equity securities of the Company:

No. of Common
Stockholder Name Percentage
Shares
1. Cebu Holdings, Inc. 717,064,048 76.26%
2. The Province of Cebu 77,865,406 8.28%
3. Ayala Land, Inc. 73,341,993 7.80%
4. PCD Nominee Corp. (Filipino) 39,666,045 4.22%
5. Ronald S. Po 7,088,800 0.75%
6. Robert Coyiuto, Jr. 1,457,540 0.15%
7. Mark C. Tan 994,000 0.11%
8. Socorro C. Ramos or Cecilia R. Licauco 721,554 0.08%
9. Luis Moro, Jr. 710,000 0.08%
10. Jimmy T. Sy 505,000 0.05%
11. Douglas Luym 500,000 0.05%
12. Antonio Tan Torres 497,753 0.05%
12. MDR Securities, Inc. 497,753 0.05%
13. Ernesto Evangelista, Sr. 445,508 0.05%
14. John Gaisano, Jr. 400,000 0.04%
14. Nanette T. Avila 400,000 0.04%
15. Te Tiong Chuan 381,600 0.04%
16. Gwendolyn F. Garcia 320,000 0.03%
17. PCD Nominee Corp. (Non-Filipino) 311,000 0.03%
18. Julius Z. Neri &/or Nelia G. Neri 305,000 0.03%
19. Patrick Tan 300,000 0.03%
20. Manuel Q. Bengson 299,549 0.03%

(3) DIVIDENDS

(A) Dividend History

Cash Dividend (per share)


Peso Amount Record Date Payment Date

0.09 June 18, 1996 July 10, 1996


0.10 June 25, 1997 July 25, 1997
0.07 June 25, 1997 August 29, 1997
0.10 July 30, 1999 August 15, 1999
0.10 July 09, 2001 July 17, 2001
0.08 December 02, 2005 December 15, 2005
0.10 December 04, 2007 December 18, 2007
0.10 November 06, 2008 November 28, 2008
0.10 December 01, 2009 December 22, 2009
0.12 November 25, 2010 December 17, 2010
0.12 November 18, 2011 December 14, 2011
0.12 December 07, 2012 December 21, 2012
0.12 November 05, 2013 November 29, 2013

(B) Dividend Restrictions

To the extent feasible, it is the policy of the Company to declare periodically a portion of its unrestricted retained
earnings as dividends to shareholders, either in the form of stock or cash, or both. The payment of dividends will
depend on the Company’s earnings, cash flow, investment program and other factors.

- 11 -
(4) Recent Sales of Unregistered Securities

The company has no unregistered securities or has engaged in any sale of unregistered securities for the period covered
in this report.

Item 6. Management’s Discussion and Analysis or Plan of Operation.


(Part III Paragraph (A) SRC Rule 12)

2013 vs. 2012 Results of Operations

Cebu Property Ventures and Development Corporation (CPVDC) posted consolidated revenues of P = 460.8 million,
90% higher versus the previous year of P= 242.2 million due to higher residential sales and higher leasing income. The
increase is brought about by the purchase of the Ayala Land Inc.’s (ALI) 60% stake in Asian I-Office Properties, Inc.
(AiO). AiO is now a wholly owned subsidiary of the company. This year’s revenues were derived from rental income from
eBloc Towers, eOffice and The Walk, sale of condominium units and interest and other income.

Earnings before Interest and Taxes (EBIT) showed a 224% increase from P16.5 million in 2012 to P53.4 million in
2013.

Stock price for CPVA closed at P = 5.00 per share in 2013, same as 2012. While, CPVB stock price increased from a
closing of P
= 5.10 per share in 2012 to P
= 5.20 per share in 2013.

As of December 2013, CPVDC declared cash dividend from the unappropriated retained earnings of the company as of
December 31, 2012, of P
= 0.12 per share to all shareholders as of record date November 05, 2013 and paid on November
29, 2013.

Revenues amounted to P
= 460.8 million, 90% higher than last year’s P
= 242.2 million.

• Cebu I.T. Park‘s revenues registered a decline versus last year due the company’s move not to sell commercial lots
despite high demand. Instead CPVDC opted to develop office and residential projects on the remaining parcels at the I.T.
Park. Revenues recognized during the period were deferred income from the sale of one lot to AiO in 2009.

• Revenues from Avida Towers Cebu stood at P = 29.4 million from the sale of four (4) units and prior period sales
computed based on percentage of completion. As of December 2013, Tower 1 is already 99.78% completed while Tower
2 is 99.12% completed.

• Avida Riala Tower contributed total revenues of P = 14.9 million, higher than last year’s P3.9 million. These were
derived from previous year’s sale and current year’s sale of fifteen (15) units. For the period, Tower 1 was already 57.79%
completed.

• Revenues generated from e-Office reached P = 18.4 million, 38% lower than last year due to the dwindling down of
operations to give way to redevelopment of the area to maximize its land usage which will increase the Company’s office
and retail leasing income in the coming years.

• eBloc Towers brought in a total revenue of P


= 216.4 million.

• The Walk registered total rental revenue of P = 23.7 million, 11% increase compared to last year’s level of P
= 21.5
million mainly on account of higher sales and rental per square meter. As of December 2013, average lease occupancy
reached 85.0%.

• Well placed short-term investments and other income reached P


= 137.2 million, 15% higher than last year’s level of
P
= 119.5 million.

• Equity in net earnings of an associate- 40% owned Asian I-Office Properties, Inc. (AiO) amounted to P
= 14.2 million,
58% lower than last year’s P= 33.7 million.The decrease was due to full consolidation of AiO being a wholly owned
subsidiary.

- 12 -
Cost and Expenses reached P = 294.5 million, 299% higher versus the previous year’s P= 73.8 million brought about costs
related to the sale of condominium units and leasing of office space which resulted to the increase in revenues. Cost and
expenses for the period comprised primarily development cost of condominium units, depreciation, real property tax, dues
& fees, repairs & maintenance, ad & promo, management fee and security & janitorial expenses.

Net Income for the period amounted to P


= 136.8million, 4% higher than the previous year’s P
= 132.1 million.
Financial Condition

The company’s Balance Sheet remains strong with total assets amounting to P = 3.821 billion as of December 31, 2013, P=
342.5 million of which is cash. It has a current ratio of 1.34: 1 compared to 5.25: 1 in December 2012. Total liabilities as of
the period stood at P = 2.560 billion, P
= 668.7 million of which is current. Debt-to-equity ratio stood at 2.03: 1 compared to
the December 2012 level of 0.14: 1. Bank Debt to equity ratio registered at 1.46: 1. The increase in the company’s assets
and liabilities is due to the acquisition of Asian I-Office Properties, Inc.

Key Performance Indicators

The table below sets forth the comparative key performance indicators of the Company:

Indicators 2013 2012


1
Current Ratio 1.34: 1 5.25: 1
2
Total Debt to Equity Ratio 2.03: 1 0.14: 1
3
Bank Debt to Equity Ratio 1:46: 1 -
4
Net Debt /(Cash) to Equity Ratio 1.18: 1 -
5
Return on Assets (ROA) 5.08% 8.65%
6
Return on Equity (ROE) 10.37% 9.65%
1
Current Asserts / Current Liabilities
2
Total Liabilities / Stockholders’ Equity
3
Total Bank Debt / Stockholders’ Equity
4Total Bank Debt less Cash & Cash Equivalents / Stockholders’ Equity
5
Net Income / Average Total Assets (Assets beginning of the year plus Assets end of the year divide by two)
6
Net Income / Average Stockholders’ Equity (Stockholders’ Equity beginning of the year plus Stockholders’ Equity end of the year
divide by two)

Causes for Material Changes from Period to Period of Financial Statements

Cash and Cash Equivalents totaled P


= 282.0 million, 34% lower than the P
= 430.0 million in December 2012 mainly due to
the purchase of the ALI’s 60% stake in Asian I-Office Properties, Inc. (AiO) and payment to various suppliers &
contractors during the period.

Financial Assets at Fair Value through Profit or Loss amounted to P = 60.5 million, 100% higher than the December
2012’s level on account of reclassification of Cash and Cash Equivalents to Financial Assets at Fair Value through Profit
or Loss.

Accounts Receivable registered P = 185.5 million, 32% lower than the P


= 271.3 million of December 2012 mainly on
account the full consolidation of intercompany advances from AiO.

Inventories (Condominium Units for Sale and Subdivided Land for Sale) reached P = 304.9 million, 6% higher
compared to the P286.3 million of December 2012. The increase was mainly due to the booking of inventory of
condominium units (Avida Riala Tower & Avida Tower Cebu) as percentage of completion during the period increases.

Other Current Assets amounted to P = 65.4 million, higher than year-end level of P
= 1.0 million due to the additional VAT
input, prepaid taxes, and other various charges.

Investments Properties posted a 748% or P


= 2.466 billion increase versus the December 2012 level of P
= 329.7 million

- 13 -
primarily due to consolidation of AiO’s eBloc Towers, investments in land and construction in progress at eBloc Tower 3.

Investment in an Associate posted a decline compared to last year’s level of P


= 238.0 million. The decrease was
primarily due to full consolidation of Asian I-Office Properties, Inc.

Property & Equipment-net increased by 4% vis-à-vis the P = 1.5 million as of December 2012. The increase was mainly
brought about by the consolidation of AiO’s office equipment during the period.

Deferred Tax Assets totaled P = 13.1 million, 68% higher than last year’s P
= 7.8 million mainly due to interest accretion and
unrealized forex loss for the period.

Non-current Accounts Receivable reached P= 109.3 million, higher compared to December 2012’s P
= 840 thousand
mainly due to full consolidation of AiO.

Other Non-current Assets registered P = 3.0 million, 1,087% higher than the year-end level of P
= 254 thousand. The
increase was mainly due to advances to contractors for the period.

Accounts & Other Payables totaled P = 528.6 million, 277% higher versus the P = 140.2 million as of December 2012. The
increase was primarily due to payable to various contractors, retention payable, taxes payable, various accrued operating
expenses, and due to parent & affiliate (booking of system cost & management fee, advance payment to Avida Land
Corporation & Makati Development Corp.).

Deposits and Other Current Liabilities posted an increase of 26% or P


= 9.7 million mainly due to various deposits from
eBloc Towers locators.

Income Tax Payable registered P = 14.7 million, 32% higher vis-à-vis the December 2012 level of P
= 11.2 million due to
provision for income tax during the period.

Current Portion of Long-term Debt amounted to P


= 78.9 million, 100% increase versus the December 2012’s level due
to consolidation of AiO.

Deposits and Other Non-current Liabilities increased by 100% or P


= 134.2 million. This is mainly on account of various
deposits from eBloc Tower locators.

Long-term Debt-net of Current Portion reached P = 1.757 billion, an increase versus the December 2012’s level due to
consolidation of AiO. CPVDC-parent has zero bank debt during the period.

Retained Earnings showed a 25% or P = 108.3 million decrease as a result of the 2013 Net Income net of cash dividend
paid in November 2013 amounted to P
= 112.8 million and effect of pooling of interests registered to P
= 132.3 million.

• Due to the Company’s sound financial condition, there is no foreseeable trend or event which may have material
impact on its short-term or long-term liquidity.

• Funding will be sourced from internally-generated funds.

• There is no material commitment for capital expenditures other than those performed in the ordinary course of trade
or business.

• There is no known trend, event or uncertainty that have had or that are reasonably expected to have a material
impact on the net sales or revenues or income from continuing operations.

• There is no significant element of income arising from continuing operations.

• There is no material change from period to period in one or more line items of the financial statements.

- 14 -
• There have not been any seasonal aspects that had a material effect on the financial condition or results of the
Company’s operations.

• There were no known events and uncertainties that will trigger direct or contingent financial obligation that is material
to the company, including any default or acceleration of an obligation.

• There were no material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationship of the company with unconsolidated entities or other persons created during the reporting
period.

2012 vs. 2011 Results of Operations

Cebu Property Ventures and Development Corporation (CPVDC) posted total revenues of P = 242.2 million, 7% lower
than last year’s P
= 261.5 million. The decline was mainly due to sale of commercial lot at Cebu IT Park in 2011 and lower
rental income from e-Office. Net Income for the period amounted to P = 132.1 million, 23% lower than the previous year’s
P
= 171.3 million.

Earnings before Interest and Taxes (EBIT) showed 82% decrease from P 89.6 million in 2011 to P16.5 million in 2012.

Stock price increased from a closing of P2.80 per share in 2011 to P5.00 per share in 2012 resulting to a total
shareholder return (TSR) of 81.52%.

In 2012, CPVDC declared cash dividend from the unappropriated retained earnings of the company as of December 31,
2011, of P0.12 per share to all shareholders as of record date December 07, 2012 and paid on December 21, 2012.

Revenues amounted to P
= 242.2 million, 7% lower than last year’s P
= 261.5 million.

• Cebu I.T. Park‘s revenues registered at P


= 34.0 million, a 54% decline versus last year’s P
= 73.3 million.

• Rental from e-Office contributed total revenues of P


= 29.5 million, a 56% decline compared to the P
= 66.4 million in
2011. The decrease was due to management decision not to renew lease contracts at e-Office to allow
redevelopment of the area.

• The Walk posted total revenues of P


= 21.1 million, 3% lower than last year of P
= 21.8 million. As of December 2012,
lease occupancy is 83.2%.

• Revenue from the sale of condominium units at Avida Riala Tower stood at P
= 3.9 million.

• Interest and other Income reached P = 119.5 million, 44% higher than the 2011 level of P
= 82.8 million. The increase
was mainly due to sale of services.

• CPVDC generated P = 33.7 million in equity in net earnings from an associate, Asian I-Office Properties, Inc. (AiO).
This is 95% higher than the P
= 17.3 million of the previous year.

Cost and Expenses reached P = 73.8 million, 3% higher than the P


= 71.9 million of the previous year’s. The bulk of which
was primarily of dues & fees, repairs & maintenance and ad & promo expenses.

Net Income registered at P


= 132.1 million, 23% lower than the previous year’s P
= 171.3 million.

Financial Condition

The company’s financial position remained strong as its total assets stood at P = 1.567 billion as of December 31, 2012.
Current ratio registered at 5.25: 1 lower compared to December 31, 2011 level of 6.44: 1. Current assets stood at P= 988.7
million, P
= 430.0 million of which is cash while total liabilities stood only at P
= 188.3 million. The bulk of the company’s

- 15 -
liabilities consist of reserve provision for the development of Phase 2 of Cebu IT Park and newly acquired property
amounting to P = 24.6 million. Debt-to-equity ratio stood at 0.14: 1 higher than December 2011 level of .09: 1.

Key Performance Indicators

The table below sets forth the comparative key performance indicators of the Company:

Indicators 2012 2011


1
Current Ratio 5.25: 1 6.44: 1
2
Total Debt to Equity Ratio 0.14: 1 0.09: 1
3
Bank Debt to Equity Ratio No Bank Loans No Bank Loans
4
Return on Assets (ROA) 8.65% 11.64%
5
Return on Equity (ROE) 9.65% 12.88%
1
Current Asserts / Current Liabilities
2
Total Liabilities / Stockholders’ Equity
3
Total Bank Debt / Stockholders’ Equity
4
Net Income / Average Total Assets (Assets beginning of the year plus Assets end of the year divide by two)
5
Net Income / Average Stockholders’ Equity (Stockholders’ Equity beginning of the year plus Stockholders’ Equity end of the
year divide by two)

Causes for Material Changes from Period to Period of Financial Statements

Cash and Cash Equivalents amounted to P430.0 million, 19% higher than the P360.2 million in December 2011 mainly
due to collection of receivables, rental income and service income during the period.

Short-term Investments decreased by 100% in comparison to the P560 thousand in 2011.

Accounts Receivables reached P271.3 million, 55% higher than the P174.8 million of December 2011 due to
reclassification of accounts from non-current to current. This is mainly the sale of CITP lots to an affiliate Asian I-Office
Properties, Inc. (AiO) on installment in 2009 & 2011 and advances to contractors during the period.

Inventories reached P = 286.3 million, 6% higher than last year’s P


= 269.9 million. The increase was due to the company’s
investment in the development of Avida Riala Tower. This is new residential condominium project of CPVDC in
partnership with Avida Land Corporation.

Other Current Assets is 100% or P1.0 million higher than year ago level caused by recognition of prepaid taxes and
other various charges.

Investment in an Associate showed a 26% improvement versus last year’s level of P188.8 million as it reached to
P238.0 million. The increase was due to higher income for the period.

Property & Equipment-Net reached P = 1.5 million, 24% higher than last year’s P
= 1.2 million. The increase was mainly
due to purchase of new office equipment for the period.

Deferred Tax Assets showed an 11% (P930k) decrease compared to the P8.7 million in December 2011 mainly due to
interest accretion during the period.

Non-current Accounts Receivables totaled P


= 840 thousand showing a 99% (P
= 147.6m) decline due to reclassification
of accounts from non-current to current.

Other Non-current Assets stood at P254 thousand, 82% lower than the year ago level of P1.4 million. The decrease
was mainly due to reclassification of suspense accounts.

- 16 -
Accounts and Other Payables showed a 76% or P60.7 million increase compared to the P79.6 million in December
2011 mainly due to Accrued DOE & GAE, retention payable, dividends payable, taxes payable and advance payment to
Avida Land Corporation during the period.

Deposits and Other Liabilities posted a 5% or P2.0 million decrease mainly due to the application of advance rent from
various e-Office locators.

Income Tax Payable reached P11.2 million, 66% higher compared to the December 2011 level of P6.7 million primarily
due to provision for income tax during the period.

Deposits and Other Noncurrent Liabilities decreased by 100% (P


= 2.2m) due to reclassification of tenants’ deposit from
non-current to current portion.

Retained Earnings showed a 5% or P= 19.2 million improvement as a result of the 2012 Net Income net of cash dividend
paid in December 2012 amounted to P
= 112.8 million.

• Due to the Company’s sound financial condition, there is no foreseeable trend or event which may have material
impact on its short-term or long-term liquidity.

• Funding will be sourced from internally-generated funds.

• There is no material commitment for capital expenditures other than those performed in the ordinary course of trade
or business.

• There is no known trend, event or uncertainty that have had or that are reasonably expected to have a material
impact on the net sales or revenues or income from continuing operations.

• There is no significant element of income arising from continuing operations.

• There is no material change from period to period in one or more line items of the financial statements.

• There have not been any seasonal aspects that had a material effect on the financial condition or results of the
Company’s operations.

• There were no known events and uncertainties that will trigger direct or contingent financial obligation that is material
to the company, including any default or acceleration of an obligation.

• There were no material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationship of the company with unconsolidated entities or other persons created during the reporting
period.

Item 7. Financial Statements (See annex - Audited Financial Statement and supplementary schedules)

The consolidated financial statements and schedules listed in the accompanying Index to Financial Statements and
Supplementary Schedules are filed as part of this Form 17-A.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

(Part III, Paragraph (B) of SRC Rule 12)

The Company has engaged the services of SGV & Co. during the two most recent fiscal years. There were no
disagreements with SGV & Co. on any matter of accounting and financial disclosure.

- 17 -
PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Registrant


(Part IV, Paragraph (A) of SRC Rule 12)

(1) (a-e) Directors and Executive Officers

Board of Directors

Antonino T. Aquino Chairman


Francis O. Monera President
Maria Theresa M. Javier Treasurer
Anastacio T. Muntuerto, Jr. *
Armando O. Samia
Francisco L. Benedicto *
Emilio J. Tumbocon
* Independent Directors

Antonino T. Aquino, Filipino, 66, has served as Chairman of CPVDC since April 2009. He also holds the following
positions: Senior Managing Director of Ayala Corporation and President of Ayala Land, Inc. (“ALI”); Chairman of Alveo
Land Corp., Cebu Holdings, Inc., Ayala Hotels, Inc., Makati Development Corp., North Triangle Depot Commercial Corp.,
and Station Square East Commercial Corp.; President of Fort Bonifacio Development Corp., Alabang Commercial Corp.,
Accendo Commercial Corp., Aurora Properties, Inc., Ceci Realty, Inc., and Vesta Property Holdings, Inc.; and Director of
Manila Water Company, Inc. He also serves as a member of the board of various corporate social responsibility
foundations such as Ayala Foundation, Inc., Makati Commercial Estate Association, Inc., Hero Foundation, Inc., and
Bonifacio Arts Foundation, Inc. He also served as President of Manila Water Company, Inc., and Ayala Property
Management Corporation and a Business Unit Manager in IBM Philippines, Inc. He was named “Co-Management Man of
the Year 2009” by the Management Association of the Philippines for his leadership role in a very successful waterworks
privatization and public-private sector partnership.

Francis O. Monera, Filipino, 59, has served as Director of Cebu Property Ventures & Development Corp. and Cebu
Holdings, Inc. since April 2006. He is currently the president of CPVDC and CHI. He was the Chief Operating Officer of
CHI before he was elected president of the Company effective January 1, 2007. He also holds the position of vice
president of Ayala Land, Inc. Before joining ALI, he was the senior AVP/corporate controller of Philippine National
Construction Corporation. He served as President of the Cebu Chamber of Commerce and Industry from February 2006
to 2008. He is currently the Vice President for Visayas of Philippine Chamber of Commerce and Industry. He also serves
as Chairman of the Board of the Cebu Educational Foundation for Information Technology.

Francisco L. Benedicto, Filipino, 74, has served as an Independent Director of CPVDC since April 2013. He served as
Ambassador Extraordinary and Plenipotentiary of the Philippines for 25 years from 1986 to March 2011 to the following
countries: Singapore, South Korea, Brazil, Canada, India and China with concurrent accreditation to six (6) other
countries namely, Colombia, Venezuela, Surinam, Nepal, Mongolia, and DPRK. Prior to his diplomatic service, he served
as Regional Governor, Philippine Chamber of Commerce & Industry, Inc. from 1977 to 1983. He was President of Cebu
Chamber of Commerce & Industry, Inc. from 1971 to 1974; Cebu Filipino-Chinese Chamber of Commerce, Inc. from
1972 to 1986; Hardwares Consolidated (Association), Inc. from 1968 to 1976; and Mandaue Chamber of Commerce &
Industry, Inc. from 1980 to 1986.

Maria Theresa M. Javier, Filipino, 43, has served as a Director of CPVDC since July 2012. She is the Head of the Asset
Management and Trust Group of Bank of the Philippine Islands. She also holds the following positions: Director of BPI
Investment Management, Inc., McCann World Group Philippines, Inc., Fintec Holdings, Inc., Roxas Land Corporation and
various mutual fund companies namely ALFM Peso Bond Fund, ALFM Dollar Bond Fund, ALFM Euro Bond Fund, ALFM
Money Market Fund, ALFM Growth Fund, and Philippine Stock Index Fund. She is also a member of the Board of Senior
Advisers of the Fund Managers Association of the Philippines and the Trust Officers Association of the Philippines and
served as President of both associations.

- 18 -
Anastacio T. Muntuerto, Jr., Filipino, 62, has served as an independent director of CPVDC since 2006. He is currently a
senior partner at Muntuerto Miel Duyongco Cavada Law Offices. His other significant positions include: President of Big
Brother Home Depot, Inc. and San Fernando Integrated Services & Equipment Corp.; Chairman of Muntuerto
Management & Development Corp., Big Brother Water & Gaz Corporation, Metro Cebu Resources, Inc., MCRI Global
Corp., Total Health Check Diagnostics Corp., and Singfil Hydro Builders Corp.; Director of Coastal Highpoint Ventures,
Inc., Mactan Rock Industries Inc., Aquapure Resources, Inc., Pollution Abatement Specialists Inc., and Pilipinas Bulk
Water Resources Corporation. His current civic involvements are trustee of Cathedral Museum of Cebu, Inc. and
Crocolandia Foundation, Inc.; and member of Philippine Jaycee Senate, Inc. and Philippine Jaycee Senate Foundation,
Inc.

Armando O. Samia, Filipino, 62, has served as an independent director of CPVDC from 1996 to 2010 and as a regular
director since April 2010. In July 2009, he was seconded by the Development Bank of the Philippines (DBP) to Al-
Amanah Islamic Investment Bank of the Philippines as Chairman/CEO until September 2010. He was connected with
DBP from 1996 up to 2011 as Sr. Executive Vice President. He is presently an independent director of Victorias Milling
Company and its subsidiaries namely, Victorias Foods Corp., Victorias Golf and Country Club, Inc., and Victorias
Agricultural Land Corporation. He used to be a regular director of DBP-Daiwa Securities, DBP-SMBC Phils., Inc., DBP
Data Center, Inc. and DBP Management Corp.

Emilio J. Tumbocon, Filipino, 57, has served a director of CPVDC since April 2008. He is a Senior Vice-President at
Ayala Land, Inc., and a member of its Management Committee. He heads the Visayas-Mindanao Group and Human
Resources & Public Affairs Group. His other significant positions are Director of the following companies: Cebu
Holdings, Inc., Cebu Insular Hotel Co., Inc., Accendo Commercial Corporation, Cagayan de Oro Gateway Corp., Taft
Punta Engaño Property, Inc., Makati Development Corporation, MDC Buildplus, Inc., MDC Equipment Solutions, Inc.,
MDC Subic, Inc., Direct Power Services, Inc., Ecozone Power Management, Laguna Technopark, Inc., Anvaya Cove Golf
& Sports Club, Inc., Northgate Hotel Ventures, Inc., ALI Makati Hotel Property, Inc., Southcrest Hotel Ventures, Inc.,
Westview Commercial Ventures Corp., Avencosouth Corporation, Whiteknight Holdings, Inc., Asian-I Office Properties,
Inc. and Adauge Commercial Corporation. He is a certified Project Management Professional (PMP) of the Project
Management Institute since 2006. He has 34 years of extensive work experience in the construction and real estate
industry.

Nominees to the Board of Directors for election at the stockholders’ meeting

All above incumbent directors.

Corporate Officers

Antonino T. Aquino* - Chairman of the Board


Francis O. Monera* - President
Maria Theresa M. Javier* - Treasurer
Enrique B. Manuel Jr. - Chief Finance Officer and Compliance Officer
June Vee D. Monteclaro-Navarro** - Corporate Secretary
Nimfa Ambrosia L. Perez-Paras** - Assistant Corporate Secretary
* Member of the Board of Directors
** Elected on February 27, 2014

Enrique B. Manuel Jr., Filipino, 40, is the Chief Finance Officer and Chief Compliance Officer of Cebu Property Ventures
& Development Corporation (CPVDC) and Cebu Holdings, Inc. (CHI). He is the Assistant Vice President and Group Chief
Finance Officer of Ayala Land Inc.-Visayas and Mindanao Group. His other significant positions include: Treasurer of
Accendo Commercial Corp., Cagayan De Oro Gateway Corp., and Solinea, Inc. Prior to joining the Ayala Land in 2007,
he was a Senior Manager in the Risk Management Group of Ernst & Young LLP, based in New York City, USA. He was
appointed as member of the Management Committee (Mancom) of the CHI and CPVDC in March 2011.

June Vee D. Monteclaro-Navarro, Filipino, 42, has served as the Corporate Secretary of Cebu Property Ventures and
Development Corporation since February 27, 2014. She is a Director of Ayala Group Legal. Currently, she holds the
position of Corporate Secretary of Cebu Holdings, Inc., AyalaLand Hotels and Resorts Corp., Avida Land Corp., Avida
Sales Corp., Alveo Land Corp., Amaia Land Corp., AG Counselors Corporation, Alabang Commercial Corporation, ALI

- 19 -
Makati Hotel and Residences, Inc., Ayala Land Sales, Inc., Ayala Retirement Fund Holdings, Inc., Cebu Insular Hotel
Company, Inc., Leisure and Allied Industries Philippines, Inc., North Triangle Depot Commercial Corporation, Portico
Land Corp., Roxas Land Corporation, Serendra, Inc., Soltea Commercial Corp., Station Square East Commercial
Corporation, Summerhill Commercial Ventures Corp.; and Assistant Corporate Secretary of Anvaya Cove Golf and
Sports Club, Inc., and Fort Bonifacio Development Corporation.

Nimfa Ambrosia P. Paras, Filipino, 48, has served as the Assistant Corporate Secretary of Cebu Property Ventures and
Development Corporation since February 27, 2014. She is a Senior Counsel of Ayala Group Legal. She also holds the
position of Corporate Secretary of Adauge Commercial Corporation, Laguna Technopark, Inc., Ecozone Power
Management, Inc., Northbeacon Commercial Corporation and Nuevocentro, Inc.; and Assistant Corporate Secretary of
Cebu Holdings, Inc. and Philippine Integrated Energy Solutions, Inc. Prior to joining Ayala Group Legal in February 2014,
she was a State Counsel at the Department of Justice. She also worked at the Regional Trial Courts of Makati and
Quezon City. In the private sector, she worked as a Legal Counsel for Coca-Cola Bottlers Philippines, Inc., RFM
Corporation and Roasters Philippines, Inc.

(2) Significant Employees

The Company considers its entire work force as significant employees. Everyone is expected to work together as a team
to achieve the Company’s goals and objectives.

(3) Family Relationships

None of the Directors and Executive Officers of the Company are related up to the fourth civil degree either by
consanguinity or affinity.

(4) Legal Proceedings

For the past five years and the preceding years, none of the Directors or Executive Officers or any of their property is
involved in any material pending legal proceedings in any court or administrative agency of the Government.

Item 10. Executive Compensation


(Part IV, Paragraph (B) of SRC 12)

The compensation of the above named executive officers and, in the aggregate, all officers and directors as group, for
the last two completed fiscal years and the estimated compensation to be paid for the ensuing year are as follows:

Annual Compensation
Name Position Year Salary Bonus Total 2012
(P) (P) 2013
Antonino T. Aquino Chairman of the Board
Francis O. Monera President & Director
Enrique B. Manuel Jr. Chief Finance Officer/
Compliance Officer
Ma. Clavel G. Tongco VisMin Assistant Vice
President, Commercial
Business Group/Head of
operations for VisMin
Nerissa N. Josef Division Head, Business
Development Group
Ma. Cecilia Crispina T. Senior Division Manager,
Urbina Human Resource and
Administration
All Directors and Officers 2012-2013 None None
as a group

- 20 -
CHI being the major stockholder of CPVDC manages and controls the operations of CPVDC. During the fiscal years
ending December 31, 2013 and December 31, 2012, CHI did not charge CPVDC any cost pertaining to the compensation
of CPVDC's board of directors and officers for the management and operation of CPVDC. For 2014, CPVDC will not be
charged of any compensation of officers and directors.

Compensation of Directors

The members of the Board of Directors are entitled to receive a reasonable per diem for attendance at each meeting of
the Board of Directors. Other than such per diem, there is no other arrangement pursuant to which any amount or
compensation is due to the directors for services rendered as such.

Schedule of Per Diem* (see Manual of Corporate Governance)


- Board Meetings : Forty Thousand Pesos (P40,000.00) per Director
- Committee Meetings : Twenty Thousand Pesos (20,000.00) per Director
* Only Non-Ayala Land Inc., Directors (Anastacio Muntuerto, Ma. Theresa M. Javier, Armando Samia and
Francisco Benedicto) are entitled to receive per diem.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

An employment contract between the Registrant and a named executive officer will normally include a compensation
package, duties and responsibilities and term of employment.

The Registrant has not entered into any compensatory plan or arrangement with any named executive officer which
would entitle such named executive officer to receive any amount under such plan or arrangement as a result of, or which
will result from, the resignation, retirement or any other termination of such executive officer’s employment with the
Registrant and its subsidiaries or from a change in control of the Registrant or a change in the executive officer’s
responsibilities following a change in control of the Registrant.

Warrants and Options Outstanding

Other than options to purchase shares of the authorized capital stock of the Registrant in their capacity as stockholders of
the Registrant pursuant to their pre-emptive right granted by the Articles of Incorporation, there are no outstanding
warrants or options held by the chief executive officer, named executive officers and other officers or directors of the
Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management


(Part IV, Paragraph (C) of SRC Rule 12)

- 21 -
1) Security Ownership of Record and Beneficial Owners (of more than 5%) as of January 31, 2014.

Title of Name, address of Name of Beneficial Citizenship No. of Percent


Class Record Owner and Owner and Shares Held
Relationship with Issuer Relationship with
Record Owner
1 2
Common Cebu Holdings, Inc. Cebu Holdings, Inc. Filipino 717,064,048 76.26%
Cebu Holdings Center
Cebu Business Park,
Cebu City
3
Common The Province of Cebu The Province of Filipino 77,865,406 8.28%
4
c/o Office of the Governor Cebu
Provincial Capitol
Compound, Cebu City
5 6
Common Ayala Land, Inc. Ayala Land, Inc. Filipino 73,341,993 7.80%
31/F Tower One &
Exchange Plaza
Ayala Triangle, Ayala Ave.,
Makati City

1
Cebu Holdings, Inc. (CHI) is the parent company of CPVDC.
2
Pursuant to the By-Laws of CHI and the Corporation Code, the Board of Directors of CHI has the power to decide how CHI shares
in CPVDC are to be voted. Mr. Antonino T. Aquino has been named and appointed to exercise the voting power.
3
The Province of Cebu is not related to the Company.
4
The Office of the Governor Provincial Capitol has the power to decide how the Government’s shares in CPVDC are to be voted.
Atty. Peter John Calderon is usually appointed to exercise the voting power.
5
Ayala Land, Inc. (ALI) is a significant shareholder of the Company.
6
Pursuant to the By-Laws of ALI and the Corporation Code, the Board of Directors of ALI has the power to decide how ALI shares
in CPVDC are to be voted. Mr. Antonino T. Aquino has been named and appointed to exercise the voting power.

- 22 -
2) Security Ownership of Directors and Management (Executive Officers) as of February 28, 2014.

Title of Name of Beneficial Owner Amount and Citizenship Percent of


Class Nature of Class
Beneficial
Ownership
Directors
Common Antonino T. Aquino 1 (direct) Filipino 0.00%
Common Francis O. Monera 1 (direct) Filipino 0.00%
Common Maria Theresa M. Javier 1 (direct) Filipino 0.00%
Common Francisco L. Benedicto 5,000 (direct) Filipino 0.00%
Common Anastacio T. Muntuerto Jr. 1 (direct) Filipino 0.00%
Common Armando O. Samia 1 (direct) Filipino 0.00%
Common Emilio J. Tumbocon 1 (direct) Filipino 0.00%
President and Other Corporate Officers
Common Francis O. Monera 1 (direct) Filipino 0.00%
Common Maria Theresa M. Javier 1 (direct) Filipino 0.00%
Common Enrique B. Manuel Jr. 0 Filipino n/a
Common June Vee D. Monteclaro- 0 Filipino n/a
Navarro
Common Nimfa Ambrosia P. Paras 0 Filipino n/a
All Directors and Officers as a group 5,006 0.00%

None of the members of the Company’s directors and management owns 2.0% or more of the outstanding capital stock
of the Company.

(3) Voting Trust Holders of 5% or More


The Company knows of no persons holding more than 5% of common shares under a voting trust or similar agreement.

(4) Changes in Control


There are no arrangements which may result in a change in control of the Registrant.
There has been no change in control of the Registrant since the beginning of its last calendar year.

Item 12. Certain Relationships and Related Transactions


(Part IV, Paragraph (D) of SRC Rule 12)

The Company, in its regular conduct of business, has entered into transactions with related parties. Parties are
considered to be related if, among others, one party has the ability, directly or indirectly, to control the other party in
making financial and operating decisions, the parties are subject to common control or the party is an associate or a joint
venture. Except as otherwise indicated, the outstanding accounts with related parties shall be settled in cash. The
transactions are made at terms and prices agreed upon by the parties.

The following tables provide the total amount of transactions that have been entered into with related parties for the
relevant financial year:

- 23 -
Receivable from related Payable to related
parties parties
2013 2012 2013 2012
Joint Venture Partner
VH Properties Philippines,
Inc. “(VH)” P
= 9,394,343 =9,394,344
P P
=− =−
P
Associate
AiO − 297,422 − −
Shareholder
ALI 35,123 54,597 53,444,042 1,789,992
Subsidiaries of ALI
Makati Development
Corporation (MDC) 4,935 − 153,489,738 500,000
Avida Land Corporation
(Avida) 38,235,994 6,751,968 22,834,796 51,041,230
Parent
Cebu Holdings, Inc. (CHI) 14,000 − 43,146,140 372,803
Others 349,606 − 867 −
Total P
= 48,034,001 =16,498,331 P
P =272,915,583 =53,704,025
P

Revenues Expenses
2013 2012 2013 2012
Joint Venture Partner:
VH P
=− =55,260,846
P P
=− =−
P
Associate
AiO − 3,940,461 − −
Shareholder
ALI − − 1,379,906 935,936
Parent
CHI − − 2,611,636 4,345,119
Total P
=− =59,201,307
P P
=3,991,542 =5,281,055
P

• Transaction with VH in 2013 and 2012 pertains to Parent Company’s service income from joint venture.
Receivables from these fees are normally settled within one year.
• Transactions with MDC during 2013 and 2012 pertain to various projects’ construction costs, construction bonds
and utility charges.
• Transactions with AVIDA during 2013 and 2012 pertain to share in the joint development project.
• Transactions with CHI in 2013 and 2012 pertain to the charged expenses for manpower, utilities, lease,
management and marketing fees and other expenses.
• Transactions with ALI in 2013 and 2012 pertain to various allocations of shared expenses such as association
dues, light and power, insurance and management fees.

Key management compensation


The key management personnel of the Parent Company are employees of its parent, CHI. The compensation of the
said employees is paid for by CHI and as such, the necessary disclosures required by PAS 24, Related Party
Disclosures, are included in CHI’s consolidated financial statements.

Terms and conditions of transactions with related parties

- 24 -
There have been no guarantees provided or received for any related party receivables or payables. These accounts are
noninterest-bearing and are generally unsecured. Impairment assessment is undertaken each financial year through a
review of the financial position of the related party and the market in which the related party operates.

Item 13. Compliance with Leading Practice on Corporate Governance

Compliance with leading practice on Corporate Governance

a. The evaluation system which is established to measure or determine the level of compliance of the Board and top
level management with its Revised Manual of Corporate Governance consists of a Customer Satisfaction Survey
form which is filled out by the various functional groups indicating the compliance rating of certain institutional
units and their activities. The evaluation process also includes a Board Performance Assessment which is
accomplished by the Board indicating the compliance ratings. The above forms are submitted to the Compliance
Officer who issues the required certificate of compliance with the Company’s Revised Manual of Corporate
Governance to the Securities and Exchange Commission.

b. To ensure good governance, the Board establishes the vision, strategic objectives, key policies, and procedures
for the management of the Company, as well as the mechanism for monitoring and evaluating management’s
performance. The Board also ensures the presence and adequacy of internal control mechanisms for good
governance.

c. There was no deviation committed by any of the Company’s directors and officers on the Revised Manual of
Corporate Governance during the period covered in this report. The Company adopted the Revised Manual of
Corporate Governance and full compliance with the same has been made since the adoption of the Revised
Manual.

d. The Company is taking further steps to enhance adherence to principles and practices of good corporate
governance. Below are some of the initiatives being undertaken by the Company to ensure adherence to
corporate governance.

o Adoption of Risks Management System


o Adherence to Organizational and Procedural Controls
o Independent Audit Mechanism
o Regular Reporting to Audit Committee
o Creation of Board Committees
o Financial and Operational Reporting
o Compliance to government regulatory and reportorial requirements
o Disclosure and Transparency to the Public

List of Parent Companies:

Company % Immediate parent of parent %


Ownership company Ownership
Cebu Holdings, Inc. 76.26% Ayala Land, Inc. 49.80%
The Province of Cebu 8.28% The Cebu Provincial Government 100.00%
Ayala Land, Inc. 7.80% Ayala Corporation 67.02%

- 25 -
PART IV EXIBITS AND SCHEDULES

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

(a) Exhibits - See accompanying Index to Exhibits


The following exhibit is incorporated by reference in this report:

2013 Consolidated Financial Statements

The other exhibits, as indicated in the Index to Exhibits are either not applicable to the Company or
require no answer.

(b) Reports on SEC Form 17-C

The following current reports have been reported by Cebu Property Ventures & Development Corp. during the year
2013 through official disclosure letters dated:

January 15, 2013


CPVDC has adopted the Manual of Corporate Governance practices & principles, and compliance therewith
started since the adoption of the manual up to the present.

January 17, 2013


Cebu Property Ventures & Development Corp. certified the attendance of the Board of Directors in all meetings of
the corporation’s Board of Directors in 2012.

April 22, 2013


CPVDC announced the Results of the Annual Stockholders’ Meeting and Organizational Board of Directors’
Meeting.

May 21, 2013


Cebu Property Ventures & Development Corp. submitted the enclosed certification of its Independent Directors in
compliance with the notice of the Securities & Exchange Commission implementing Section 38 of the Securities
Regulation Code (SRC).

October 09, 2013


Cebu Property Ventures & Development Corp. Board of Directors (BOD) approved the declaration and payment of
a cash dividend of P0.12 per share to all outstanding shares of the company as of record date November 5, 2013,
payable on November 29, 2013.

Item 14. Additional Disclosures Data:

a. External Audit Fees: Independent Public Accountants

Audit and Audit-Related Fees

The Company paid its external auditor the following fees in the past two years:

Audit & Audit-related Fees Tax Fees Other Fees


2013 P142 k* None None
2012 P135 k* None None
* Exclusive of VAT and Out of Pocket Expenses

SGV & Co. was engaged by the Company to audit its annual financial statements.

- 26 -
b. Tax Fees

No tax fees or other consultancy services were secured from external auditors, specifically SGV & Co.

c. The audit committee’s approval policies and procedures for the above services:

As indicated in the Audit & Risk Committee Charter, the Committee is responsible for the recommendation
on the appointment of the external auditors and the fixing of their remuneration to the full Board. The Audit
& Risk Committee reviews and approves the appointment &/or renewal of external auditors (SGV &
Co.) for the fiscal year. A presentation of the scope of services to be rendered by external auditors and its
corresponding professional fees are presented to the Committee for its approval during the 1st Quarter
regular Audit & Risk Committee meeting. The Committee, through its Chairman, recommends to the
board en banc the approval of the external auditor appointment.

d. Financial Ratios (SRC Rule 68, Amended)

Cebu Property Ventures & Development Corp. & Subsidiary

Financial Soundness Indicator


2013 2012
a. Current/ liquidity ratios
Current ratios 134.3% 525.2%
Quick ratios 88.7% 373.1%

b. Solvency/ Debt-to-Equity Ratios


Debt-to equity ratios 145.7% No Bank Loan
Net debt-to equity ratios 118.5% No Bank Loan

c. Asset -to equity ratios 303.1% 113.7%

d. Interest rate coverage ratios 4.4 No Bank Loan

e. Profitability ratios
Net Income Margin 29.7% 54.5%
Return on total assets 5.1% 8.7%
Return on equity 10.4% 9.6%

f. Other relevant ratios None None

- 27 -
Cebu Property Ventures & Development Corp. & Subsidiary

a. Current/ liquidity ratios 2013 2012


Current asset 898,324 988,727
Current Liabilities 668,702 188,270
Current ratios 134% 525%

Current Asset 898,324 988,727


Inventory 304,905 286,298
Quick Assets 593,419 702,429
Current Liabilities 668,702 188,270
Quick Ratios 89% 373%

b. Solvency/Debt-to-Equity Ratios
Short term Debt - -
Current Portion of Long Term Debt 78,893 -
Long-term Debt - net of current portion 1,757,406 -
Bank Debt 1,836,299 -
Equity 1,260,676 1,378,486
Less: Noncontrolling interest - -
Equity attributable to parent 1,260,676 1,378,486
Less: Unrealized gain- AFS - -
Equity, net of unrealized gain 1,260,676 1,378,486
Debt to-equity ratios 146% No Bank Loan

Bank Debt 1,836,299 -


Cash and cash equivalent 282,018 430,037
Short term investments - -
Financial Assets at FV through P&L 60,482 -
Net Debt 1,493,800 (430,037)
Equity 1,260,676 1,378,486
Net Debt ot equity ratios 118% No Bank Loan

c. Asset -to equity ratios


Total Asset 3,820,979 1,566,757
Total Equity 1,260,676 1,378,486
Asset to Equity Ratio 303% 114%

d. Interest rate coverage ratios 4.37 No Bank Loan

e. Profitability ratios
Net Income after tax 136,784 132,087
Revenue 460,834 242,159
Net Income Margin 30% 55%

Net Income after tax 136,784 132,087


Total Assets CY 3,820,979 1,566,757
Total Assets PY 1,566,757 1,486,583
Average Total Assets 2,693,868 1,526,670
Return on total assets 5.08% 8.65%

Net Income after tax 136,784 132,087


Total Equity- CY 1,260,676 1,378,486
Total Equity- PY 1,378,486 1,359,242
Average total equity 1,319,581 1,368,864
Return on Equity 10.37% 9.65%

- 28 -
Cebu Property Ventures & Development Corp. & Subsidiary

2013 2012

Interest Rate Coverage Ratios =EBITDA/Interest Expense

Net Income after tax 136,783,774.52 132,086,695.73


Add:
Provision for income tax 29,514,504.00 36,243,169.72
Interest expense and other financing charges 38,573,868.00 1,402,916.00
68,088,372.00 37,646,085.72
Less:
Interest and investment income 137,209,258.00 119,492,060.66
Other income - -
137,209,258.00 119,492,060.66
EBIT 67,662,888.52 50,240,720.79
Add:
Depreciation & Amortization 84,443,596.00 -
EBITDA 152,106,484.52 50,240,720.79
Interest Expense - Loan 34,803,040.00 -
Interest Rate Coverage Ratio 4.37 No Bank Loan

- 29 -
Cebu Property Ventures and Development Corporation and
Subsidiary

Consolidated Financial Statements


December 31, 2013 and 2012
and Years Ended December 31, 2013, 2012 and 2011

and

Independent Auditors’ Report


COVER SHEET

1 7 9 6 5 5
SEC Registration Number
C E B U P R O P E R T Y V E N T U R E S A N D D E V E L O

P M E N T C O R P O R A T I O N A N D S U B S I D I A R Y

(Company’s Full Name)

7 t h F l o o r , C e b u H o l d i n g s C e n t e r ,
DC e b u B u s i n e s s P a r k , C e b u C i t y

(Business Address: No. Street City/Town/Province)

Enrique B. Manuel, Jr. (032) 231-5301


(Contact Person) (Company Telephone Number)

1 2 3 1 A A F S
Month Day (Form Type) Month Day
(Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

SEC
Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

STAMPS
Remarks: Please use BLACK ink for scanning purposes.

*SGVFS006282*
SyCip Gorres Velayo & Co. Tel: (632) 891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 819 0872 December 28, 2012, valid until December 31, 2015
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-3 (Group A),
Philippines November 15, 2012, valid until November 16, 2015

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors


Cebu Property Ventures and Development Corporation
7th Floor, Cebu Holdings Center
Cebu Business Park, Cebu City

We have audited the accompanying consolidated financial statements of Cebu Property Ventures
and Development Corporation and its subsidiary, which comprise the consolidated statements of
financial position as at December 31, 2013 and 2012, and the consolidated statements of
comprehensive income, statements of changes in equity and statements of cash flows for each of
the three years in the period ended December 31, 2013, and a summary of significant accounting
policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Philippine Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement.

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
auditor’s 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 auditor considers 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.

*SGVFS006282*
A member firm of Ernst & Young Global Limited
-2-

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of Cebu Property Ventures and Development Corporation and its subsidiary as at
December 31, 2013 and 2012, and their financial performance and their cash flows for each of the
three years in the period ended December 31, 2013 in accordance with Philippine Financial
Reporting Standards.

SYCIP GORRES VELAYO & CO.

Jessie D. Cabaluna
Partner
CPA Certificate No. 36317
SEC Accreditation No. 0069-AR-3 (Group A),
February 14, 2013, valid until February 13, 2016
Tax Identification No. 102-082-365
BIR Accreditation No. 08-001998-10-2012,
April 11, 2012, valid until April 10, 2015
PTR No. 4225155, January 2, 2014, Makati City

February 27, 2014

*SGVFS006282*
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITORS’ REPORT
ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Cebu Property Ventures and Development Corporation
7th Floor, Cebu Holdings Center
Cebu Business Park, Cebu City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Cebu Property Ventures and Development Corporation and its subsidiary (the Group)
as at December 31, 2013 and 2012 and for each of the three years in the period ended December
31, 2013 included in this Form 17-A and have issued our report thereon dated February 27, 2014.
Our audits were made for the purpose of forming an opinion on the basic consolidated financial
statements taken as a whole. The schedules A to K listed in the Index to the Consolidated Financial
Statements and Supplementary Schedules are the responsibility of the Group’s management.
These schedules are presented for purposes of complying with Securities Regulation Code Rule 68,
as Amended (2011) and are not part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly state, in all material respects, the
information required to be set forth therein in relation to the basic consolidated financial statements
taken as a whole.

SYCIP GORRES VELAYO & CO.

Jessie D. Cabaluna
Partner
CPA Certificate No. 36317
SEC Accreditation No. 0069-AR-3 (Group A),
February 14, 2013, valid until February 13, 2016
Tax Identification No. 102-082-365
BIR Accreditation No. 08-001998-10-2012,
April 11, 2012, valid until April 10, 2015
PTR No. 4225155, January 2, 2014, Makati City

February 27, 2014

*SGVFS006282*
A member firm of Ernst & Young Global Limited
CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2013 2012

ASSETS

Current Assets
Cash and cash equivalents (Notes 4 and 23) P
= 282,017,699 P
= 430,036,981
Financial assets at fair value through profit or loss
(Notes 5 and 23) 60,481,647 –
Accounts receivable (Notes 6 and 23) 185,536,651 271,351,376
Inventories (Note 7) 304,904,767 286,297,762
Other current assets (Note 8) 65,383,363 1,041,013
Total Current Assets 898,324,127 988,727,132

Noncurrent Assets
Noncurrent accounts receivable (Notes 6 and 23) 109,310,836 839,570
Investment in an associate (Note 11) – 237,964,954
Property and equipment (Note 9) 1,527,064 1,463,385
Investment properties (Note 10) 2,795,684,318 329,719,291
Deferred tax assets - net (Note 19) 13,117,911 7,788,261
Other noncurrent assets 3,014,995 253,917
Total Noncurrent Assets 2,922,655,124 578,029,378
P
= 3,820,979,251 P
= 1,566,756,510

LIABILITIES AND EQUITY

Current Liabilities
Accounts and other payables (Notes 12 and 23) P
= 528,559,596 P
= 140,241,827
Current portion of long-term debt (Notes 13 and 23) 78,893,371 –
Income tax payable 14,727,522 11,189,300
Deposits and other current liabilities (Notes 14 and 23) 46,520,635 36,838,999
Total Current Liabilities 668,701,124 188,270,126

Noncurrent Liabilities
Long-term debt - net of current portion (Notes 13 and 23) 1,757,405,582 –
Deposits and other noncurrent liabilities (Notes 14 and 23) 134,196,441 –
Total Noncurrent Liabilities 1,891,602,023 –
Total Liabilities 2,560,303,147 188,270,126

(Forward)

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December 31
2013 2012

Equity (Note 24)


Paid-in capital P
= 940,350,000 P = 940,350,000
Equity reserves (Note 21) (9,472,899) –
Retained earnings 329,799,003 438,136,384
Total Equity 1,260,676,104 1,378,486,384
P
= 3,820,979,251 P= 1,566,756,510

See accompanying Notes to Consolidated Financial Statements.

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CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


2013 2012 2011

REVENUE
Real estate (Note 16) P
= 309,404,628 P
= 88,921,409 P
= 161,430,782
Equity in net earnings of an associate (Note 11) 14,220,172 33,745,855 17,307,027
Interest income (Note 17) 5,540,315 24,057,531 28,460,237
Other income (Note 17) 131,668,944 95,434,530 54,345,813
460,834,059 242,159,325 261,543,859

COSTS AND EXPENSES


Real estate (Note 18) 233,896,088 55,374,621 49,920,665
General and administrative expenses (Note 18) 22,065,824 17,051,923 16,576,234
Interest and other financing charges (Note 18) 38,573,867 1,402,916 5,375,221
294,535,779 73,829,460 71,872,120

INCOME BEFORE INCOME TAX 166,298,280 168,329,865 189,671,739

PROVISION FOR INCOME TAX (Note 19)


Current 32,265,732 35,312,882 17,801,681
Deferred (2,751,228) 930,288 543,585
29,514,504 36,243,170 18,345,266

NET INCOME 136,783,776 132,086,695 171,326,473

OTHER COMPREHENSIVE INCOME − − −

TOTAL COMPREHENSIVE INCOME P


= 136,783,776 P
= 132,086,695 P
= 171,326,473

Basic/Diluted Earnings Per Share (Note 20) P


= 0.15 P
= 0.14 P
= 0.18

See accompanying Notes to Consolidated Financial Statements.

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CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31


2013 2012 2011

Capital Stock - P
= 1 par value (Note 24)
Balance at beginning and end of year P
= 940,350,000 P
= 940,350,000 P
= 940,350,000

Equity Reserves (Note 21) (9,472,899) − −

Retained Earnings (Note 24)


Unappropriated:
At beginning of year 438,136,384 418,891,689 360,407,216
Effect of pooling of interests (Note 21) (132,279,157) − −
Net income 136,783,776 132,086,695 171,326,473
Cash dividends (112,842,000) (112,842,000) (112,842,000)
At end of year 329,799,003 438,136,384 418,891,689
P
= 1,260,676,104 P= 1,378,486,384 P
= 1,359,241,689

See accompanying Notes to Consolidated Financial Statements.

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CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31


2013 2012 2011

CASH FLOWS FROM OPERATING


ACTIVITIES
Income before income tax P
= 166,298,280 P
= 168,329,865 P
= 189,671,739
Adjustments for:
Depreciation and amortization
(Notes 9, 10 and 18) 84,443,596 6,753,672 6,762,381
Interest accretion on tenants’ deposits
(Note 18) 3,695,291 1,259,549 1,425,735
Allowance for impairment losses (Note 18) − − 1,000,000
Gain on disposal of property and equipment − (62,098) −
Realized profit from downstream sale
(Note 11) (4,127,101) (15,464,372) (9,316,808)
Interest income (Note 17) (5,540,315) (24,057,531) (28,460,237)
Equity in net earnings of an associate
(Note 11) (14,220,172) (33,745,855) (17,307,027)
Operating income before working capital
changes 230,549,579 103,013,230 143,775,783
Decrease (increase) in:
Accounts receivable 253,889,622 51,191,130 14,131,713
Inventories (16,762,135) (34,647,508) (152,486,517)
Other current assets (51,715,371) (1,041,013) 3,639,939
Increase (decrease) in:
Accounts and other payables (51,413,954) 67,791,431 (6,014,306)
Deposits and other liabilities 23,064,811 (5,451,758) 4,424,199
Net cash provided by operating activities 387,612,552 180,855,512 7,470,811
Interest received 5,754,557 23,871,914 20,922,870
Interest paid (54,357,769) − −
Income taxes paid (34,242,448) (30,868,008) (20,225,951)
Net cash provided by operating activities 304,766,892 173,859,418 8,167,730

CASH FLOWS FROM INVESTING ACTIVITIES


Acquisitions of:
Investment properties (Note 10) (416,239,555) (3,076,104) (1,683,636)
Property and equipment (Note 9) (693,831) (1,090,297) (764,713)
Decrease (increase) in:
Other noncurrent assets (2,761,078) 1,159,433 2,953,559
Financial assets at FVPL (Note 5) (60,481,647) − −
Proceeds from:
Short term investment − 560,117 5,866,896

(Forward)

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Years Ended December 31


2013 2012 2011
Sale of property and equipment − 92,188 −
Acquisition of subsidiary net of cash acquired (376,235,339) − −
Net cash (used in) provided by investing
Activities (856,411,450) (2,354,663) 6,372,106

CASH FLOWS FROM FINANCING


ACTIVITIES
Payments of long-term debt (Note 13) (P
= 46,350,000) =−
P =−
P
Availments of long-term debt (Note 13) 517,400,000 − −
Dividends received 59,993,900 − −
Dividends paid (127,418,624) (101,684,195) (110,452,970)
Net cash provided by (used in) financing
activities 403,625,276 (101,684,195) (110,452,970)

NET (DECREASE) INCREASE IN CASH AND


CASH EQUIVALENTS (148,019,282) 69,820,560 (95,913,134)

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR (Note 4) 430,036,981 360,216,421 456,129,555

CASH AND CASH EQUIVALENTS AT


END OF YEAR (Note 4) P
= 282,017,699 P
= 430,036,981 P
= 360,216,421

See accompanying Notes to Consolidated Financial Statements.

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CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Cebu Property Ventures & Development Corporation (the Parent Company) was incorporated in
the Republic of the Philippines on August 2, 1990 and is a subsidiary of Cebu Holdings, Inc.
(CHI). The Company is engaged in real estate development and sale of subdivision land and
residential units. The registered office address of the Company is at 7th Floor, Cebu Holdings
Center, Cebu Business Park, Cebu City. The Company is a publicly listed company which is
76.26%-owned by CHI, 8.28%-owned by Cebu province, 7.80%-owned by Ayala Land, Inc. and
the rest by the public.

Asian I-Office Properties, Inc. (AiO) is a wholly owned subsidiary of the Parent Company starting
April 16, 2013. It was incorporated and domiciled in the Philippines and was registered with the
Securities and Exchange Commission (SEC) on September 24, 2007 primarily to develop,
invest, own, acquire, lease, hold, mortgage, administer or otherwise deal, with commercial,
residential, industrial or agricultural lands, buildings, structures or apertures, or in any other
profitable business enterprise, venture or establishment, alone or jointly with other persons,
natural or artificial. The registered office address of AiO is at 7th Floor, Cebu Holdings Center,
Cebu Business Park, Cebu City, Philippines.

The consolidated financial statements of Cebu Property Ventures and Development Corporation
and its Subsidiary (the Group) as of December 31, 2013 and 2012 and for each of the three
years in the period ended December 31, 2013 were authorized for issue by the Audit and Risk
Committee and the Board of Directors (BOD) on February 27, 2014.

2. Summary of Significant Accounting Policies

Basis of Preparation
The accompanying consolidated financial statements of the Group have been prepared on a
historical cost basis, except for financial assets at fair value through profit or loss (FVPL) which
are measured at fair value. The consolidated financial statements are presented in Philippine
Peso (P = ) and all values are rounded to the nearest peso, unless otherwise indicated.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with
Philippine Financial Reporting Standards (PFRS).

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the the Group as at
December 31, 2013 and 2012 and for each of the three years in the period ended
December 31, 2013.

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

When the Group has less than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:
 the contractual arrangement with the other vote holders of the investee
 rights arising from other contractual arrangements
 the Group’s voting rights and potential voting rights

A subsidiary is fully consolidated from the date of acquisition, being the date on which the Group
obtains control, and continues to be consolidated until the date such control ceases. The
financial statements of the subsidiary are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intercompany balances and transactions,
including income, expenses and dividends, are eliminated in full.

Adoption of New and Amended Accounting Standards and Interpretations


The accounting policies adopted in the preparation of the Group’s consolidated financial
statements are consistent with those of the previous financial year except for the adoption of the
following new and amended PFRS which became effective January 1, 2013.

PFRS 7, Financial instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities
(Amendments)
These amendments require an entity to disclose information about rights of set-off and related
arrangements (such as collateral agreements). The new disclosures are required for all
recognized financial instruments that are set off in accordance with PAS 32, Financial
Instruments: Presentation and Disclosure. These disclosures also apply to recognized financial
instruments that are subject to an enforceable master netting arrangement or ‘similar
agreement’, irrespective of whether they are set-off in accordance with PAS 32. The
amendments require entities to disclose, in a tabular format unless another format is more
appropriate, the following minimum quantitative information. This is presented separately for
financial assets and financial liabilities recognized at the end of the reporting period:
a) The gross amounts of those recognized financial assets and recognized financial
liabilities;
b) The amounts that are set off in accordance with the criteria in PAS 32 when determining
the net amounts presented in the statement of financial position;
c) The net amounts presented in the statement of financial position;
d) The amounts subject to an enforceable master netting arrangement or similar
agreement that are not otherwise included in (b) above, including:
i. Amounts related to recognized financial instruments that do not meet some or all
of the offsetting criteria in PAS 32; and
ii. Amounts related to financial collateral (including cash collateral); and
e) The net amount after deducting the amounts in (d) from the amounts in (c) above.

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The amendment has no impact on the Group’s financial position or performance.

PFRS 10, Consolidated Financial Statements


PFRS 10 replaces the portion of PAS 27, Consolidated and Separate Financial Statements that
addresses the accounting for consolidated financial statements. It also includes the issues
raised in SIC-12, Consolidation - Special Purpose Entities. PFRS 10 establishes a single
control model that applies to all entities including special purpose entities. The changes
introduced by PFRS 10 will require management to exercise significant judgment to determine
which entities are controlled, and therefore, are required to be consolidated by a parent,
compared with the requirements that were in PAS 27. The Group has adopted PFRS 10 in the
current year.

PFRS 11, Joint Arrangements


PFRS 11 replaces PAS 31, Interests in Joint Ventures and SIC13, Jointly Controlled Entities
(JCEs) - Non-monetary Contributions by Venturers. PFRS 11 removed the option to account for
JCEs using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture
must be accounted for using the equity method. The Amendment has no impact on the Group’s
financial position or performance.

PFRS 12, Disclosure of Interests with Other Entities


PFRS 12 sets out the requirements for disclosures relating to an entity’s interests in
subsidiaries, joint arrangements, associates and structured entities. The requirements in PFRS
12 are more comprehensive than the previously existing disclosure requirements for
subsidiaries (for example, where a subsidiary is controlled with less than a majority of voting
rights). The adoption of PFRS 12 has no impact on the Group’s financial position or
performance.

PFRS 13, Fair Value Measurement


PFRS 13 establishes a single source of guidance under PFRS for all fair value measurements.
PFRS 13 does not change when an entity is required to use fair value, but rather provides
guidance on how to measure fair value under PFRS. PFRS 13 defines fair value as an exit
price. PFRS 13 also requires additional disclosures.

As a result of the guidance in PFRS 13, the Group re-assessed its policies for measuring fair
values, in particular, its valuation inputs such as non-performance risk for fair value
measurement of liabilities. The Group has assessed that the application of PFRS 13 has not
materially impacted the fair value measurements of the Group. Additional disclosures, where
required, are provided in the individual notes relating to the assets and liabilities whose fair
values were determined. Fair value hierarchy is provided in Note 23.

PAS 1, Presentation of Financial Statements - Presentation of Items of Other Comprehensive


Income or OCI (Amendments)
The amendments to PAS 1 change the grouping of items presented in OCI. Items that can be
reclassified (or “recycled”) to profit or loss at a future point in time (for example, upon
derecognition or settlement) will be presented separately from items that will never be recycled.
The amendments affect presentation only and have no impact on the Group’s financial position
or performance.

PAS 19, Employee Benefits (Revised)


Amendments to PAS 19 range from fundamental changes such as removing the corridor
mechanism and the concept of expected returns on plan assets to simple clarifications and
rewording. The revised standard also requires new disclosures such as, among others, a

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sensitivity analysis for each significant actuarial assumption, information on asset-liability


matching strategies, duration of the defined benefit obligation, and disaggregation of plan assets
by nature and risk. The amendment has no impact on the Group’s financial position or
performance.

PAS 27, Separate Financial Statements (as revised in 2011)


As a consequence of the new PFRS 10, Consolidated Financial Statements, and PFRS 12,
Disclosure of Interests in Other Entities, what remains of PAS 27 is limited to accounting for
subsidiaries, jointly controlled entities, and associates in separate financial statements. The
adoption of the amended PAS 27 will not have a significant impact on the separate financial
statements of the entities in the Group.

PAS 28, Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new PFRS 11, Joint Arrangements and PFRS 12, PAS 28 has been
renamed PAS 28, Investments in Associates and Joint Ventures, and describes the application
of the equity method to investments in joint ventures in addition to associates.

Annual Improvements to PFRS (2009-2011 cycle)


The Annual Improvements to PFRSs (2009-2011 cycle) contain non-urgent but necessary
amendments to PFRSs. The Group adopted these amendments for the current year.

PFRS 1, First-time Adoption of PFRS - Borrowing Costs


The amendment clarifies that, upon adoption of PFRS, an entity that capitalized borrowing costs
in accordance with its previous generally accepted accounting principles, may carry forward,
without any adjustment, the amount previously capitalized in its opening statement of financial
position at the date of transition. Subsequent to the adoption of PFRS, borrowing costs are
recognized in accordance with PAS 23, Borrowing Costs. The Amendment does not apply to
the Group as it is not a first-time adopter of PFRS.

PAS 1, Presentation of Financial Statements - Clarification of the requirements for comparative


information
The amendments clarify the requirements for comparative information that are disclosed
voluntarily and those that are mandatory due to retrospective application of an accounting
policy, or retrospective restatement or reclassification of items in the financial statements. An
entity must include comparative information in the related notes to the financial statements when
it voluntarily provides comparative information beyond the minimum required comparative
period. The additional comparative period does not need to contain a complete set of financial
statements. On the other hand, supporting notes for the third balance sheet (mandatory when
there is a retrospective application of an accounting policy, or retrospective restatement or
reclassification of items in the financial statements) are not required. The Amendments affect
disclosures only and have no impact on the Group’s financial position or performance.

PAS 16, Property, Plant and Equipment - Classification of servicing equipment


The amendment clarifies that spare parts, stand-by equipment and servicing equipment should
be recognized as property, plant and equipment when they meet the definition of property, plant
and equipment and should be recognized as inventory if otherwise. The Amendment does not
have any significant impact on the Group’s financial position or performance.

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PAS 32, Financial Instruments: Presentation - Tax effect of distribution to holders of equity
instruments
The amendment clarifies that income taxes relating to distributions to equity holders and to
transaction costs of an equity transaction are accounted for in accordance with PAS 12, Income
Taxes. The Group expects that this amendment will not have any impact on its financial position
or performance.

PAS 34, Interim Financial Reporting - Interim financial reporting and segment information for
total assets and liabilities
The amendment clarifies that the total assets and liabilities for a particular reportable segment
need to be disclosed only when the amounts are regularly provided to the chief operating
decision maker and there has been a material change from the amount disclosed in the entity’s
previous annual financial statements for that reportable segment. The Amendment affects
disclosures only and has no impact on the Group’s financial position or performance.

Future Changes in Accounting Policies


The Group will adopt the following amended standards and Philippine Interpretations
enumerated below when these become effective. Except as otherwise indicated, the Group
does not expect the adoption of these new and amended PFRS and Philippine Interpretations to
have significant impact on the Group’s financial statements.

Effective 2014
PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets
(Amendments)
These amendments remove the unintended consequences of PFRS 13 on the disclosures
required under PAS 36. In addition, these amendments require disclosure of the recoverable
amounts for the assets or cash-generating units (CGUs) for which impairment loss has been
recognized or reversed during the period. These Amendments are effective retrospectively with
earlier application permitted, provided PFRS 13 is also applied. The Amendments affect
disclosures only and have no impact on the Group’s financial position or performance.

Investment Entities (Amendments to PFRS 10, PFRS 12 and PAS 27)


These amendments provide an exception to the consolidation requirement for entities that meet
the definition of an investment entity under PFRS 10. The exception to consolidation requires
investment entities to account for subsidiaries at fair value through profit or loss. The
Amendments have no impact on the Group’s financial position or performance.

Philippine Interpretation IFRIC 21, Levies (IFRIC 21)


IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers
payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon
reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated
before the specified minimum threshold is reached. The Philippine interpretation has no impact
on the Group’s future financial statements.

PAS 39, Financial Instruments: Recognition and Measurement - Novation of Derivatives and
Continuation of Hedge Accounting (Amendments)
These amendments provide relief from discontinuing hedge accounting when novation of a
derivative designated as a hedging instrument meets certain criteria. The Amendment does not
apply to the Group as it has no hedging instrument.

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PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities (Amendments)
The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and
also clarify the application of the PAS 32 offsetting criteria to settlement systems (such as
central clearing house systems) which apply gross settlement mechanisms that are not
simultaneous. The amendments affect presentation only and have no impact on the Group’s
financial position or performance. The amendments to PAS 32 are to be retrospectively applied
for annual periods beginning on or after January 1, 2014.

PAS 19, Employee Benefits - Defined Benefit Plans: Employee Contributions (Amendments)
The amendments apply to contributions from employees or third parties to defined benefit plans.
Contributions that are set out in the formal terms of the plan shall be accounted for as reductions
to current service costs if they are linked to service or as part of the remeasurements of the net
defined benefit asset or liability if they are not linked to service. Contributions that are
discretionary shall be accounted for as reductions of current service cost upon payment of these
contributions to the plans. The Amendments to PAS 19 are to be retrospectively applied for
annual periods beginning on or after July 1, 2014. The Amendment has no impact on the
Group’s financial position or performance.

Annual Improvements to PFRSs (2010-2012 cycle)


Improvements to PFRSs, an omnibus of amendments to standards, deal primarily with a view to
removing inconsistencies and clarifying wording. There are separate transitional provisions for
each standard. The amendments are effective for annual periods beginning on or after
July 1, 2014 and are applied retrospectively. Earlier application is permitted.

PFRS 2, Share-based Payment - Definition of Vesting Condition


The amendment revised the definitions of vesting condition and market condition and added the
definitions of performance condition and service condition to clarify various issues. This
Amendment shall be prospectively applied to share-based payment transactions for which the
grant date is on or after July 1, 2014. This Amendment does not apply to the Group as it has no
share-based payments.

PFRS 3, Business Combinations - Accounting for Contingent Consideration in a Business


Combination
The amendment clarifies that a contingent consideration that meets the definition of a financial
instrument should be classified as a financial liability or as equity in accordance with PAS 32.
Contingent consideration that is not classified as equity is subsequently measured at fair value
through profit or loss whether or not it falls within the scope of PFRS 9 (or PAS 39, if PFRS 9 is
not yet adopted). The amendment shall be prospectively applied to business combinations for
which the acquisition date is on or after July 1, 2014. This amendment does not apply to the
Group as it has no business combination.

PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of the


Total of the Reportable Segments’ Assets to the Entity’s Assets
The amendments require entities to disclose the judgment made by management in aggregating
two or more operating segments. This disclosure should include a brief description of the
operating segments that have been aggregated in this way and the economic indicators that
have been assessed in determining that the aggregated operating segments share similar
economic characteristics. The amendments also clarify that an entity shall provide
reconciliations of the total of the reportable segments’ assets to the entity’s assets if such
amounts are regularly provided to the chief operating decision maker. These amendments are
effective for annual periods beginning on or after July 1, 2014 and are applied retrospective

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PFRS 13, Fair Value Measurement - Short-term Receivables and Payables


The amendment clarifies that short-term receivables and payables with no stated interest rates
can be held at invoice amounts when the effect of discounting is immaterial.

PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate Restatement of
Accumulated Depreciation
The amendment clarifies that, upon revaluation of an item of property, plant and equipment, the
carrying amount of the asset shall be adjusted to the revalued amount, and the asset shall be
treated in one of the following ways:
a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation
of the carrying amount of the asset. The accumulated depreciation at the date of
revaluation is adjusted to equal the difference between the gross carrying amount and
the carrying amount of the asset after taking into account any accumulated impairment
losses.
b. The accumulated depreciation is eliminated against the gross carrying amount of the
asset.

The amendment shall apply to all revaluations recognized in annual periods beginning on or
after the date of initial application of this amendment and in the immediately preceding annual
period. The amendment has no impact on the Group’s financial position or performance.

PAS 24, Related Party Disclosures - Key Management Personnel


The amendments clarify that an entity is a related party of the reporting entity if the said entity,
or any member of a group for which it is a part of, provides key management personnel services
to the reporting entity or to the Group of the reporting entity. The amendments also clarify that a
reporting entity that obtains management personnel services from another entity (also referred
to as management entity) is not required to disclose the compensation paid or payable by the
management entity to its employees or directors. The reporting entity is required to disclose the
amounts incurred for the key management personnel services provided by a separate
management entity. The amendments are applied retrospectively. The amendments affect
disclosures only and have no impact on the Group’s financial position or performance.

PAS 38, Intangible Assets - Revaluation Method - Proportionate Restatement of Accumulated


Amortization
The amendments clarify that, upon revaluation of an intangible asset, the carrying amount of the
asset shall be adjusted to the revalued amount, and the asset shall be treated in one of the
following ways:
a. The gross carrying amount is adjusted in a manner that is consistent with the revaluation
of the carrying amount of the asset. The accumulated amortization at the date of
revaluation is adjusted to equal the difference between the gross carrying amount and
the carrying amount of the asset after taking into account any accumulated impairment
losses.
b. The accumulated amortization is eliminated against the gross carrying amount of the
asset.
c. The amendments also clarify that the amount of the adjustment of the accumulated
amortization should form part of the increase or decrease in the carrying amount
accounted for in accordance with the standard.

The amendments shall apply to all revaluations recognized in annual periods beginning on or
after the date of initial application of this amendment and in the immediately preceding annual
period. The amendments have no impact on the Group’s financial position or performance.

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Annual Improvements to PFRSs (2011-2013 cycle)


The Annual Improvements to PFRSs (2011-2013 cycle) contain non-urgent but necessary
amendments to PFRS. The Amendments are effective for annual periods beginning on or after
July 1, 2014 and are applied prospectively. Earlier application is permitted.

PFRS 1, First-time Adoption of Philippine Financial Reporting Standards - Meaning of ‘Effective


PFRSs’
The amendment clarifies that an entity may choose to apply either a current standard or a new
standard that is not yet mandatory, but that permits early application, provided either standard is
applied consistently throughout the periods presented in the entity’s first PFRS financial
statements. This amendment is not applicable to the Group as it is not a first-time adopter of
PFRS.

PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements


The amendment clarifies that PFRS 3 does not apply to the accounting for the formation of a
joint arrangement in the financial statements of the joint arrangement itself.

PFRS 13, Fair Value Measurement - Portfolio Exception


The amendment clarifies that the portfolio exception in PFRS 13 can be applied to financial
assets, financial liabilities and other contracts. The amendment has no significant impact on the
Group’s financial position or performance.

PAS 40, Investment Property


The amendment clarifies the interrelationship between PFRS 3 and PAS 40 when classifying
property as investment property or owner-occupied property. The amendment stated that
judgment is needed when determining whether the acquisition of investment property is the
acquisition of an asset or a group of assets or a business combination within the scope of PFRS
3. This judgment is based on the guidance of PFRS 3. The amendment has no significant
impact on the Group’s financial position or performance.

PFRS 9, Financial Instruments


PFRS 9, as issued, reflects the first and third phases of the project to replace PAS 39 and
applies to the classification and measurement of financial assets and liabilities and hedge
accounting, respectively. Work on the second phase, which relate to impairment of financial
instruments, and the limited amendments to the classification and measurement model is still
ongoing, with a view to replace PAS 39 in its entirety. PFRS 9 requires all financial assets to be
measured at fair value at initial recognition. A debt financial asset may, if the fair value option
(FVO) is not invoked, be subsequently measured at amortized cost if it is held within a business
model that has the objective to hold the assets to collect the contractual cash flows and its
contractual terms give rise, on specified dates, to cash flows that are solely payments of
principal and interest on the principal outstanding. All other debt instruments are subsequently
measured at fair value through profit or loss. All equity financial assets are measured at fair
value either through other comprehensive income (OCI) or profit or loss. Equity financial assets
held for trading must be measured at fair value through profit or loss. For liabilities designated
as at FVPL using the fair value option, the amount of change in the fair value of a liability that is
attributable to changes in credit risk must be presented in OCI. The remainder of the change in
fair value is presented in profit or loss, unless presentation of the fair value change relating to
the entity’s own credit risk in OCI would create or enlarge an accounting mismatch in profit or
loss. All other PAS 39 classification and measurement requirements for financial liabilities have
been carried forward to PFRS 9, including the embedded derivative bifurcation rules and the
criteria for using the FVO. The adoption of the first phase of PFRS 9 will have an effect on the

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classification and measurement of the Group’s financial assets, but will potentially have no
impact on the classification and measurement of financial liabilities.

On hedge accounting, PFRS 9 replaces the rules-based hedge accounting model of PAS 39
with a more principles-based approach. Changes include replacing the rules-based hedge
effectiveness test with an objectives-based test that focuses on the economic relationship
between the hedged item and the hedging instrument, and the effect of credit risk on that
economic relationship; allowing risk components to be designated as the hedged item, not only
for financial items, but also for non-financial items, provided that the risk component is
separately identifiable and reliably measurable; and allowing the time value of an option, the
forward element of a forward contract and any foreign currency basis spread to be excluded
from the designation of a financial instrument as the hedging instrument and accounted for as
costs of hedging. PFRS 9 also requires more extensive disclosures for hedge accounting.

PFRS 9 currently has no mandatory effective date. PFRS 9 may be applied before the
completion of the limited amendments to the classification and measurement model and
impairment methodology. The Group will not adopt the standard before the completion of the
limited amendments and the second phase of the project.

Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate
This interpretation covers accounting for revenue and associated expenses by entities that
undertake the construction of real estate directly or through subcontractors. The interpretation
requires that revenue on construction of real estate be recognized only upon completion, except
when such contract qualifies as construction contract to be accounted for under PAS 11 or
involves rendering of services in which case revenue is recognized based on stage of
completion. Contracts involving provision of services with the construction materials and where
the risks and reward of ownership are transferred to the buyer on a continuous basis will also be
accounted for based on stage of completion. The SEC and the Financial Reporting Standards
Council (FRSC) have deferred the effectivity of this interpretation until the final Revenue
standard is issued by the International Accounting Standards Board (IASB) and an evaluation of
the requirements of the final Revenue standard against the practices of the Philippine real estate
industry is completed. Adoption of the interpretation when it becomes effective will not have any
impact on the financial statements of the Group.

Cash and Cash Equivalents


Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amount of cash with original maturities of three
(3) months or less from the date of placement and that are subject to an insignificant risk of
changes in value. Cash investments with original maturities beyond three months but within one
year are classified as short-term investments.

Financial Instruments
Date of recognition
The Group recognizes a financial asset or a financial liability in the consolidated statement of
financial position when it becomes a party to the contractual provisions of the instrument. In the
case of a regular way purchase or sale of financial assets, recognition and derecognition, as
applicable, is done using the settlement date accounting.

Initial recognition
Financial assets and financial liabilities are recognized initially at fair value. Transaction costs
are included in the initial measurement of all financial assets and liabilities, except for financial
instruments measured at fair value through profit or loss (FVPL).

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Financial assets within the scope of PAS 39 are classified as either financial assets at FVPL,
loans and receivables, held-to-maturity financial assets, or available-for-sale (AFS) financial
assets, as appropriate. Financial liabilities are classified as either financial liabilities at FVPL or
other financial liabilities. The Group’s financial assets and financial liabilities are of the nature of
loans and receivables, financial assets at FVPL and other financial liabilities, respectively. The
classification depends on the purpose for which the investments were acquired or liabilities were
incurred and whether they are quoted in an active market. Management determines the
classification of its financial instruments at initial recognition and, where allowed and
appropriate, re-evaluates such designation at every reporting date.

Determination of fair value


The fair value for financial instruments traded in active markets at the reporting date is based on
their quoted market price or dealer price quotations (bid price for long positions and ask price for
short positions), without any deduction for transaction costs. When current bid and ask prices
are not available, the price of the most recent transaction provides evidence of the current fair
value as long as there has not been a significant change in economic circumstances since the
time of the transaction.

For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, options
pricing models, and other relevant valuation models.

An analysis of fair values of financial instruments and further details as to how they are
measured are provided in Note 23.

“Day 1” difference
Where the transaction price in a non-active market is different to the fair value from other
observable current market transactions in the same instrument or based on a valuation
technique whose variables include only data from observable market, the Group recognizes the
difference between the transaction price and fair value (a “Day 1” difference) in the consolidated
statement of income unless it qualifies for recognition as some other type of asset. In cases
where variables used are made of data which is not observable, the difference between the
transaction price and model value is only recognized in the consolidated statement of income
when the inputs become observable or when the instrument is derecognized. For each
transaction, the Group determines the appropriate method of recognizing the “Day 1” difference
amount.

Financial assets and liabilities at FVPL


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

Financial assets and liabilities are classified as held for trading if they are acquired for the
purpose of selling and repurchasing in the near term. Derivatives, including separated
embedded derivatives are also classified as held for trading unless they are designated as
effective hedging instruments or a financial guarantee contract. Fair value gains or losses on
investments held for trading, net of interest income accrued on these assests, are recognized in
the consolidated statement of income under “Other income”.

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

As of December 31, 2013, the Group holds its investment in Bank of the Philippine Islands (BPI)
short term funds as held for trading and classified this as financial asset at FVPL. Management
takes the view that these are held for trading and it is a portfolio of funds invested and managed
by professional managers.

Loans and receivables


Loans and receivables are nonderivative financial assets with fixed or determinable payments
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 at FVPL. This accounting policy relates to the consolidated statement of financial
position captions “Cash and cash equivalents” and “Accounts receivable” except advances to
contractors.

After initial measurement, loans and receivables are subsequently measured at amortized cost
using the effective interest method, less allowance for impairment. Amortized cost is calculated
by taking into account any discount or premium on acquisition and fees that are an integral part
of the effective interest rate (EIR). The amortization is included in the “Interest income” account
in the consolidated statement of comprehensive income. The losses arising from impairment of
such loans and receivables are recognized as “provision for impairment loss” under “General
and administrative expenses” account in the consolidated statement of comprehensive income.

Loans and receivables are included in current assets if maturity is within twelve months from the
reporting date. Otherwise, these are classified as noncurrent assets.

Other financial liabilities


Issued financial instruments or their components, which are not designated as at FVPL are
classified as other financial liabilities where the substance of the contractual arrangement results
inthe Group having an obligation either to deliver cash or another financial asset to the holder, or
to 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. The components of issued financial
instruments that contain both liability and equity elements are accounted for separately, with the
equity component being assigned the residual amount after deducting from the instrument as a
whole the amount separately determined as the fair value of the liability component on the date
of issue.

After initial measurement, other financial liabilities are subsequently measured at amortized cost
using the effective interest method. Amortized cost is calculated by taking into account any
discount or premium on the issue and fees that are an integral part of the EIR. The amortization
is included in the “Interest and other financing charges” account in the consolidated statement of
income.

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This accounting policy applies primarily to the Group’s “Accounts and other payables”, “Long-
term debt” and other obligations that meet the above definition (other than liabilities covered by
other accounting standards, such as income tax payable).

Deposits and Other Liabilities


Deposits and other liabilities which include customers’ deposits are initially measured at fair
value. The difference between the cash received and the fair value of customers’ deposits is
recognized as deferred credits (included in “Deposits and Other liabilities” in the consolidated
statement of financial position) and amortized using the straight-line method under the “Interest
income” account in the consolidated statement of comprehensive income. After initial
recognition, customers’ deposits are subsequently measured at amortized cost using effective
interest method. Accretion of discount is recognized under “Interest and other financing
charges” in the consolidated statement of comprehensive income.

Derecognition of Financial Assets and Financial Liabilities


Financial asset
A financial asset (or, where applicable a part of a financial asset or part of a group of financial
assets) is derecognized when:
a. the rights to receive cash flows from the asset have expired;
b. the Group retains the right to receive cash flows from the asset, but has assumed an
obligation to pay them in full without material delay to a third party under a ‘pass-through’
arrangement; or
c. the Group has transferred its right to receive cash flows from the asset and either: (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred
nor retained the risks and rewards of the asset but has transferred the control of the asset.

Where the Group has transferred its right to receive cash flows from an asset or has entered into
a “pass-through” arrangement, and has neither transferred nor retained substantially all the risks
and rewards of the asset nor transferred control of the asset, the asset is recognized to the
extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the
form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Group could be required
to repay.

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

Impairment of Financial Assets


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

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data indicate that there is measurable decrease in the estimated future cash flows, such as
changes in economic conditions that correlate with defaults.

Loans and receivables


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

If there is objective evidence that an impairment loss has been incurred, the amount of the loss
is measured as the difference between the asset’s carrying amount and the present value of the
estimated future cash flows (excluding future credit losses that have not been incurred). The
carrying amount of the asset is reduced through use of an allowance account and the amount of
loss is charged to the consolidated statement of income. Interest income continues to be
recognized based on the original effective interest rate (EIR) of the asset. Loans and
receivables, together with the associated allowance accounts, are written off when there is no
realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated
impairment loss increases or decreases because of an event occurring after the impairment was
recognized, the previously recognized impairment loss is increased or reduced by adjusting the
allowance account. Any subsequent reversal of an impairment loss is recognized in
consolidated statement of income, to the extent that the carrying value of the asset does not
exceed its amortized cost at the reversal date.

For the purpose of a collective evaluation of impairment, financial assets are grouped on the
basis of such credit risk characteristics as customer type, credit history, past-due status and
term.

Future cash flows in a group of financial assets that are collectively evaluated for impairment are
estimated on the basis of historical loss experience for assets with credit risk characteristics
similar to those in the group. The methodology and assumptions used for estimating future cash
flows are reviewed regularly by the Group to reduce any differences between loss estimates and
actual loss experience.

Financial assets carried at cost


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

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Offsetting Financial Instruments


Financial assets and financial liabilities are offset and the net amount reported in the
consolidated statement of financial position if, and only if, there is a currently enforceable legal
right to offset the recognized amounts and there is an intention to settle on a net basis, or to
realize the asset and settle the liability simultaneously.

Inventories
Property acquired or being constructed for sale in the ordinary course of business, rather than to
be held for rental or capital appreciation, is held as inventory and is valued at the lower of cost
or net realizable value (NRV). NRV is the estimated selling price in the ordinary course of
business, less estimated costs to complete and sell. Cost includes those incurred for the
acquisition and development of the properties and is measured using the average cost method.

Cost includes:
 Land cost
 Land improvement cost
 Amount paid to contractors for construction and development
 Borrowing costs, planning and design costs, cost of site preparation, professional fees,
property transfer taxes, construction overheads and other related costs

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

Property and Equipment


Property and equipment, except for land, are carried at cost less accumulated depreciation and
amortization and any impairment in value. Land is carried at cost less any impairment in value.
The initial cost of property and equipment comprises its purchase price and any directly
attributable costs of bringing the property and equipment to its intended location and working
condition, including borrowing costs.

Major repairs are capitalized as property and equipment only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the items can
be measured reliably. All other repairs and maintenance are charged against current operations
as incurred.

Depreciation and amortization of assets commence once the property and equipment are
available for their intended use and is computed on a straight-line basis over the estimated
useful lives of the property and equipment as follows:

Years
Furniture, fixtures and equipment 3 - 10
Transportation equipment 3-5

The useful lives and depreciation and amortization method are reviewed periodically to ensure
that the period and method of depreciation and amortization are consistent with the expected
pattern of economic benefits from items of property and equipment.

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When property and equipment are retired or otherwise disposed of, the cost of the related
accumulated depreciation and amortization and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited or charged
against current operations.

Fully depreciated property ad equipment are retained in the accounts while still in use although
no further depreciation is credited or charged to current operations.

Investment Properties
Investment properties consist of properties that are held to earn rentals and for capital
appreciation or both. Investment properties, except for land, are carried at cost less
accumulated depreciation and amortization and any impairment in value. Land is carried at cost
less any impairment in value. The initial cost of investment properties consists of any directly
attributable costs of bringing the investment properties to its intended location and working
condition, including borrowing costs.

Depreciation and amortization is computed using the straight-line method over its useful life.
The estimated useful lives of investment properties under buildings and improvements are 5 to
40 years.

Expenditure incurred after the investment property has been put in operation, such as repairs
and maintenance costs, are normally charged against income in the period in which the costs
are incurred.

Construction in progress is stated at cost (including borrowing cost). This includes cost of
construction, equipment and other direct costs. Construction in progress is not depreciated until
such time that the relevant assets are available for their intended use.

Investment properties are derecognized when either they have been disposed of or when they
are permanently withdrawn from use and no future economic benefit is expected from its
disposal. Any gains or losses on the retirement or disposal of an investment property are
recognized in the consolidated statement of comprehensive income in the year of retirement or
disposal.

Transfers are made to investment properties when, and only when, there is a change in use,
evidenced by ending of owner-occupation and commencement of an operating lease to another
party. Transfers are made from investment properties when, and only when, there is a change
in use, evidenced by commencement of owner-occupation or commencement of development
with a view to sale. Transfers between investment properties, owner-occupied properties and
inventories do not change the carrying amount of the property transferred and they do not
change the cost of that property for measurement or disclosure purposes.

Combinations of Entities Under Common Control


Business combinations of entities under common control are accounted for using the pooling of
interests method. The pooling of interests method is generally considered to involve the
following:

 The assets and liabilities of the combining entities are reflected in the consolidated financial
statements at their carrying amounts. No adjustments are made to reflect fair values, or
recognize any new assets or liabilities, at the date of the combination. The only adjustments
that are made are those adjustments to harmonize accounting policies.

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 No new goodwill is recognized as a result of the combination. The only goodwill that is
recognized is any existing goodwill relating to either of the combining entities. Any
difference between the consideration paid or transferred and the equity acquired is reflected
as “Equity Reserves” within equity.

The effects of intercompany transactions on current assets, current liabilities, revenues, and
cost of sales for the periods presented and on retained earnings at the date of acquisition are
eliminated to the extent possible.

Impairment of Nonfinancial Assets


Investment properties, property and equipment and noncurrent assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to
sell and its value in use, and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of
assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific
to the asset. In determining fair value less costs to sell, recent market transactions are taken
into account, if available. If no such transactions can be identified, an appropriate valuation
model is used. Impairment losses of continuing operations are recognized in the consolidated
statement of income in those expense categories consistent with the function of the impaired
asset.

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 the consolidated statement of income unless the asset is carried at
revalued amount, in which case, the reversal is treated as a revaluation increase. After such
reversal the depreciation 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.

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

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Investment in an Associate
Investment in an associate is accounted for under the equity method of accounting. An
associate is an entity in which the Company has significant influence, and which is neither a
subsidiary nor a joint venture.

Under the equity method, the investment in an associate is carried in the statement of financial
position at cost plus post-acquisition changes in the Company’s share in the net assets of the
investee company. Cost includes all amounts provided to the associate which are intended to
be the associate’s capital. The statement of income includes the Company’s share in the results
of the operations of the associate. Profit and losses resulting from transactions between the
Company and the associate are eliminated to the extent of the interest in the associate.

The reporting date of the associate and the Company are identical and the associate’s
accounting policies conform to those used by the Company for like transactions and events in
similar circumstances.

Equity
Capital stock is recognized as issued when the stock is paid for or subscribed under a binding
subscription agreement and is measured at par value for all issued shares. Consideration
received in excess of par value are recognized as additional paid-in capital, net of incremental
costs that are directly attributable to the issuance of new shares.

Retained earnings include all current and prior period results of operations as reported in the
statement of income, net of any dividend declaration.

Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects some or all of the provision to be reimbursed, for example
under an insurance contract, the reimbursement is recognized as a separate asset but only
when the reimbursement is virtually certain. If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks
specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as a borrowing cost. Provisions are reviewed at each reporting
date and adjusted to reflect the current best estimates.

Revenue and Cost Recognition


Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be measured reliably.

For real estate sales, the Group assesses whether it is probable that the economic benefits will
flow to the Group when the sales prices are collectible. Collectibility of the sales price is
demonstrated by the buyer’s commitment to pay, which in turn is supported by substantial initial
and continuing investments that give the buyer a stake in the property sufficient that the risk of
loss through default motivates the buyer to honor its obligation to the seller. Collectibility is also
assessed by considering factors such as the credit standing of the buyer, age and location of the
property.

Revenue from sales of completed subdivision land is accounted for under the full accrual
method. In accordance with Philippine Interpretations Committee (PIC) Q&A No. 2006-01, the
percentage of completion method is used to recognize revenue from sales of projects where the

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Company have material obligations under the sales contract to complete the project after the
property is sold. Under this method, revenue is recognized as the related obligations are
fulfilled, measured principally on the basis of the estimated completion of a physical proportion
of the contract work.

Any excess of collections over the recognized receivables are included in the “Deposits and
other current liabilities” account in the liabilities section of the consolidated statement of financial
position.

When a sale of real estate does not meet the requirements for revenue recognition, the sale is
accounted for under the deposit method. Under this method, revenue is not recognized, and the
receivable from the buyer is not recorded. Cash received from buyers is recognized as
customers’ deposits presented under “Desposits and other current liabilities” account in the
consolidated statement of financial position.

Cost of real estate sales is recognized consistent with the revenue recognition method applied.
Cost of condominium units sold before the completion of the development is determined on the
basis of the acquisition cost of the land plus its full development costs, which include estimated
costs for future development works, as determined by the Parent Company’s in-house technical
staff.

Cost of real estate includes land and development costs. Expected losses are recognized
immediately when it is probable that the cost will exceed the related contract price. Revisions in
estimated costs are accounted for starting in the year the change is made. Commissions for
pre-completed real estate units are deferred and are charged to expense when the related
revenue is recognized.

Rental income from noncancellable and cancellable leases is recognized in the consolidated
statement comprehensive of income on a straight-line basis over the lease term and the terms
of the lease, respectively, or based on a certain percentage of the gross revenue of the tenants,
as provided for under the terms of the lease contract.

Interest income is recognized as it accrues (using the effective interest method that is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial
instrument to the net carrying amount of the financial assets).

Recoveries are recognized as it accrues.

Penalties are recognized based on the contractual terms of the agreement.

Expenses
Direct operating expenses and general and administrative expenses are recognized as they are
incurred.

Borrowing Costs
Borrowing costs directly attributable to the acquisition or construction of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective assets (included in “Investment properties”
account in the consolidated statement of financial position). All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs
that an entity incurs in connection with the borrowing of funds.

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The interest capitalized is calculated using the Group’s weighted average cost of borrowings
after adjusting for borrowings associated with specific developments. Where borrowings are
associated with specific developments, the amounts capitalized is the gross interest incurred on
those borrowings less any investment income arising on their temporary investment. Interest is
capitalized as from the commencement of the development work until the date of practical
completion. The capitalization of borrowing costs is suspended if there are prolonged periods
when development activity is interrupted. If the carrying amount of the asset exceeds its
recoverable amount, an impairment loss is recorded.

Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance
of the arrangement at inception date whether the fulfillment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset. A
reassessment is made after inception of the lease only if one of the following applies:

(a) There is a change in contractual terms, other than a renewal or extension of the
arrangement;
(b) A renewal option is exercised or extension granted, unless the term of the renewal or
extension was initially included in the lease term;
(c) There is a change in the determination of whether fulfillment is dependent on a specified
asset; or
(d) There is substantial change to the asset.

Where a reassessment is made, lease accounting shall commence or cease from the date when
the change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at
the date of renewal or extension period for scenario (b).

Group as lessor
Leases where the Group does not transfer substantially all the risk and benefits of ownership of
the assets are classified as operating leases. Lease payments received are recognized as an
income in the consolidated statement of income on a straight-line basis over the lease term.
Initial direct costs incurred in negotiating operating leases are added to the carrying amount of
the leased asset and recognized over the lease term on the same basis as the rental income.
Contingent rents are recognized as revenue in the period in which they are earned.

Income Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted at the
reporting date.

Deferred tax is provided, using the liability method, on all temporary differences with certain
exceptions, at the reporting date between the tax bases of assets and liabilities and its carrying
amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences with certain
assumptions. Deferred tax assets are recognized for all deductible temporary differences and
carryforward benefits of unused tax credits from excess of minimum corporate income tax
(MCIT) over the regular corporate income tax and unused net operating loss carryover
(NOLCO), to the extent that it is probable that taxable income will be available against which the
deductible temporary differences and carryforward benefits of unused MCIT and NOLCO can be
utilized.

*SGVFS006282*
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Deferred tax liabilities are not provided on nontaxable temporary differences associated with
investments in an associate.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable income will be available to allow all
or part of the deferred tax 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 income will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realized or the liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted as of reporting date.

Deferred tax assets and 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.

Foreign Currency Denominated Transactions


The consolidated financial statements are presented in Philippine Peso, which is the Group’s
functional and presentation currency. Each entity in the group determines its own functional
currency and items included in the financial statements of each entity are measured using that
functional currency. Transactions in foreign currencies are initially recorded using the exchange
rate, based on the Philippine Dealing System (PDS) rate, at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies are restated using the closing
PDS rate prevailing at the reporting dates. Exchange gains or losses arising from foreign
exchange transactions are credited to or charged against operations for the year.

Earnings Per Share (EPS)


Basic EPS is computed by dividing net income for the year attributable to common stockholders
by the weighted average number of common shares issued and outstanding during the year
adjusted for any subsequent stock dividends declared. Diluted EPS is computed by dividing net
income for the year by the weighted average number of common shares issued and outstanding
during the year after giving effect to assumed conversion of potential common shares, if any.

Segment reporting
The Group’s operating businesses are organized and managed separately according to the
nature of the products and services provided, with each segment representing a strategic
business unit that offers different products and serves different markets. Financial information
on business segment is presented in Note 25 of the consolidated financial statements.

Contingencies
Contingent liabilities are not recognized in the consolidated financial statements. These are
disclosed unless the possibility of an outflow of resources embodying economic benefits is
remote. Contingent assets are not recognized in the consolidated financial statements but
disclosed when an inflow of economic benefits is probable.

Events after the Reporting Date


Post year-end events up to the date the financial statements were authorized for issue that
provide additional information about the Group’s position at the reporting date (adjusting events)
are reflected in the consolidated financial statements. Post year-end events that are not
adjusting events are disclosed in the notes to the consolidated financial statements when
material.

*SGVFS006282*
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3. Significant Accounting Judgments and Estimates

The preparation of the consolidated financial statements of the Group in conformity with PFRS
requires management to make judgments and estimates that affect the amounts reported in the
consolidated financial statements and accompanying notes. The judgments and estimates used
in the consolidated financial statements are based upon management’s evaluation of relevant
facts and circumstances as of the date of the consolidated financial statements. Actual results
could differ from such estimates.

Judgments
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:

Operating lease commitments - Group as lessor


The Group has entered into commercial property leases on its investment property portfolio.
The Group has determined that it retains all significant risks and rewards of ownership of these
properties. The Group considered, among others, the length of the lease term as compared
with the estimated life of the assets. A number of the Group’s operating lease contracts are
accounted for as non-cancellable operating leases and the rest are cancellable. In determining
whether a lease contract is cancellable or not, the Group considered, among others, the
significance of the penalty, including economic consequence to the lessee.

Classification of property
The Group determines whether a property is classified as investment property or inventory
property as follows:
 Investment property comprises land and buildings (principally offices, commercial and
retail property) which are not occupied substantially for use by, or in the operations of,
the Group, nor for sale in the ordinary course of business, but are held primarily to earn
rental income and capital appreciation.
 Inventory comprises property that is held for sale in the ordinary course of business.
Principally, this is residential and industrial property that the Group develops and intends
to sell before or on completion of construction.

Distinction between investment properties and owner-occupied properties


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 an entity. Owner-occupied properties generate cash flows that are
attributable not only to property but also to the other assets used in the production or supply
process.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and
another portion that is held for use in the production or supply of services or for administrative
purposes. If these portions cannot be sold separately as of reporting date, the property is
accounted for as investment property only if an insignificant portion is held for use in the supply
of services or 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.

*SGVFS006282*
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Property acquisitions and business combinations


The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group
considers whether the acquisition represents the acquisition of a business. The Group accounts
for an acquisition as a business combination where an integrated set of activities is acquired in
addition to the property. More specifically, consideration is made of the extent to which the
significant processes are acquired and, in particular, the extent of ancillary services provided by
the subsidiary (e.g., maintenance, cleaning, security, bookkeeping, hotel services, etc.). The
significance of any process is judged with reference to the guidance in Philippine Accounting
Standards 40 on ancillary services.

When the acquisition of the subsidiaries does not represent a business, it is accounted for as an
acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the net
assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred
tax asset is recognized.

Collectibility of the sales price


In determining whether the sales prices are collectible, the Group considers that initial and
continuing investments by the buyer of about 10% would demonstrate the buyer’s commitment
to pay.

Contingencies
The Group is contingently liable arising from various claims. The estimate of the probable costs
for the resolution of these claims has been developed in consultation with the legal counsels and
based upon an analysis of potential results. The Group currently does not believe these
proceedings will have a material adverse effect on the Group’s financial position. It is possible,
however, that the results of operations could be materially affected by changes in the estimates.

As of December 31, 2013, the Company has a pending litigation disclosed in Note 22.

Management’s Use of Estimates


The key assumptions concerning the future and other key sources of estimation and uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities are discussed below.

Revenue and cost recognition


The Group’s revenue recognition policies require management to make use of estimates and
assumptions that may affect the reported amounts of revenues and costs. The Group’s revenue
from real estate is recognized based on the percentage of completion measured principally on
the basis of the estimated completion of a physical proportion of the contract work, and by
reference to the actual costs incurred to date over the estimated total costs of the project.

See Note 16 for the related balances.

Estimating allowance for impairment losses


The Group maintains allowance for impairment losses based on the result of the individual and
collective assessment under PAS 39. Under the individual assessment, the Group is required to
obtain the present value of estimated cash flows using the receivable’s original EIR. Impairment
loss is determined as the difference between the receivables’ carrying balance and the
computed present value. Factors considered in individual assessment are payment history, past
due status and term. The collective assessment would require the Group to group its
receivables based on the credit risk characteristics (customer type, credit history, past-due
status and term) of the customers. Impairment loss is then determined based on historical loss

*SGVFS006282*
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experience of the receivables grouped per credit risk profile. Historical loss experience is
adjusted on the basis of current observable data to reflect the effects of current conditions that
did not affect the period on which the historical loss experience is based and to remove the
effects of conditions in the historical period that do not exist currently. The methodology and
assumptions used for the individual and collective assessments are based on management’s
judgment and estimate. Therefore, the amount and timing of recorded expense for any period
would differ depending on the judgments and estimates made for the year.

As of December 31, 2013 and 2012, receivables, net of allowance for impairment losses,
amounted to P
= 294.85 million and P
= 272.19 million, respectively (see Note 6).

Evaluation of net realizable value of real estate inventories


The Group adjusts the cost of its real estate inventories to net realizable value based on its
assessment of the recoverability of the inventories. NRV for completed real estate inventories is
assessed with reference to market conditions and prices existing at the reporting date and is
determined by the Group in the light of recent market transactions. NRV in respect of real
estate inventories under construction is assessed with reference to market prices at the
reporting date for similar completed property, less estimated costs to complete construction and
less estimated costs to sell. The amount and timing of recorded expenses for any period would
differ if different judgments were made or different estimates were utilized.

Estimating useful lives of property and equipment and investment properties


The Group estimates the useful lives of its property and equipment and investment properties
based on the period over which these assets are expected to be available for use. The
estimated useful lives of property and equipment and investment properties are reviewed at
least annually and are updated if expectations differ from previous estimates due to physical
wear and tear and technical or commercial obsolescence on the use of these assets. It is
possible that future results of operations could be materially affected by changes in estimates
brought about by changes in factors mentioned above. See Notes 9 and 10 for the related
balances.

Evaluating impairment of nonfinancial assets


The Group reviews investment in an associate, property and equipment, investment properties
and other noncurrent assets (other than financial assets, such as dividends receivable) for
impairment of value. This includes considering certain indications of impairment such as
significant changes in asset usage, significant decline in assets’ market value, obsolescence or
physical damage of an asset, plans in the real estate projects, significant underperformance
relative to expected historical or projected future operating results and significant negative
industry or economic trends.

As described in the accounting policy, the Group estimates the recoverable amount as the
higher of an asset’s fair value less costs to sell and value in use. In determining the present
value of estimated future cash flows expected to be generated from the continued use of the
assets, the Group is required to make estimates and assumptions that may affect investment in
an associate, property and equipment, investment properties and other noncurrent assets. See
Notes 9, 10 and 11 for the related balances.

Deferred tax assets


The Group reviews the carrying amounts of deferred taxes at each reporting date and reduces
deferred tax assets to the extent that it is no longer probable that sufficient taxable income will
be available to allow all or part of the deferred tax assets to be utilized. However, there is no
assurance that the Group will generate sufficient taxable income to allow all or part of deferred

*SGVFS006282*
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tax assets to be utilized. The Group looks at its projected performance in assessing the
sufficiency of future taxable income.

As of December 31, 2013 and 2012, net deferred tax assets recognized amounted to
P
= 13.12 million and P
= 7.79 million, respectively (see Note 19).

Fair value of financial instruments


PFRS requires certain financial assets and liabilities to be carried at fair value or have the fair
values disclosed in the notes, which requires use of extensive accounting estimates and
judgments. While significant components of fair value measurement were determined using
verifiable objective evidence (i.e., foreign exchange rates and interest rates), the amount of
changes in fair value would differ if the Group utilized different valuation methodology. Any
changes in fair value of these financial assets and liabilities would affect directly the
consolidated statement of income and consolidated statement of changes in equity. Certain
financial assets and liabilities of the Group were initially recorded at its fair value by using the
discounted cash flow methodology. See Note 23 for the related balances.

4. Cash and Cash Equivalents

This account consists of:

2013 2012
Cash on hand P
= 60,000 P
= 15,000
Cash in banks 14,282,383 18,173,866
Cash equivalents 267,675,316 411,848,115
P
= 282,017,699 P
= 430,036,981

Cash in banks earns interest at the respective bank deposit rates ranging from 1.8% to 5.0%
and 1.8% to 4.7% in 2013 and 2012, respectively. Cash equivalents are short-term, highly liquid
investments that are made for varying periods of up to three (3) months depending on the
immediate cash requirements of the Group, and earn interest at the respective short-term rates.

Total interest income earned from cash and cash equivalents amounted to P = 4.43 million,
P
= 17.08 million and P
= 20.78 million in 2013, 2012 and 2011, respectively (see Note 17).

5. Financial Assets at Fair Value Through Profit or Loss

This pertains to investment in BPI short term funds, a money market unit investment trust fund
which the Group holds for trading and is a portfolio of funds invested and managed by
professional managers. As of December 31, 2013, the Group has financial assets at FVPL of
P
= 60.48 million.

*SGVFS006282*
- 25 -

6. Accounts Receivable

This account consists of:

2013 2012
Trade:
Residential development P
= 56,267,873 P
= 201,630,940
Corporate business 93,153,901 1,185,897
Shopping centers 14,750,778 4,677,948
Others 309,887 1,178,264
Advances to contractors 79,010,932 47,173,911
Receivable from related parties (Note 15) 48,034,001 16,498,331
Accrued receivables 4,692,728 1,260,793
Receivables from employees 127,387 84,862
296,347,487 273,690,946
Less allowance for impairment losses 1,500,000 1,500,000
294,847,487 272,190,946
Less noncurrent portion 109,310,836 839,570
P
= 185,536,651 P
= 271,351,376

The classes of trade receivables of the Group are as follows:

 Residential development receivable pertains to receivables arising from sale of high-end


residential lots and condominium units. The sales contract receivables, included under
residential development, are noninterest-bearing and are collectible in monthly installments
over a period of one to two years.
 Corporate business receivable pertains to receivables arising from lease of office buildings.
The leases of office spaces, included under corporate business, are noninterest-bearing and
are collectible monthly based on the terms of the lease contracts.
 Shopping centers receivable pertain to receivables arising from lease of retail space and
land therein, food courts, entertainment facilities and carparks. These are noninterest-
bearing and are collectible monthly based on the terms of the lease contracts.
 Other receivables pertain to receivable from interests and penalties and receivables from
sewer and management fees.
 Advances to contractors are recouped upon every progress billing payment depending on
the percentage of accomplishment.
 Receivable from related parties and accrued receivables are due and demandable.
 Receivables from employees pertain to salary, cash advances and other loans granted to
the Company’s employees which are collectible through salary deduction, are interest-
bearing and has various maturity dates.

As of December 31, 2013 and 2012, residential development trade receivables with a nominal
amount of P= 57.68 million and P= 208.25 million, respectively, were initially recorded at fair value.
The fair value of the receivables was obtained by discounting future cash flows using the
applicable rates of similar types of instruments ranging from 2.20% to 20.0% in 2013 and 2012.

The aggregate unamortized discount from sales amounted to P


= 1.42 million and P
= 6.62 million as
of December 31, 2013 and 2012, respectively.

*SGVFS006282*
- 26 -

Movements in the unamortized discount from sales as of December 31, 2013 and 2012 are as
follows:

2013 2012
Balance at beginning of the year P
= 6,623,812 P
= 12,390,342
Acquisitions through business combination (4,527,386) –
Additions 427,067 1,022,250
Accretion (Note 17) (1,106,748) (6,788,780)
Balance at end of the year P
= 1,416,745 P
= 6,623,812

Receivables amounting to P = 1.50 million as of December 31, 2013 and 2012 were individually
impaired and fully provided for.

7. Inventories

This account consists of:

2013 2012
Subdivision lot for sale and development P
= 272,388,313 P
= 272,388,313
Condominium units under development 32,516,454 13,909,449
P
= 304,904,767 P
= 286,297,762

The rollforward of inventories follows:

2013 2012
At January 1 P
= 286,297,762 P= 269,923,447
Acquisitions through business combination (Note 21) 27,790,465 −
Construction cost incurred during the year 10,046,606 19,691,378
Cost of real estate sales (Note 18) (21,959,019) (17,792,827)
Realization from downstream sale 2,728,953 14,475,764
P
= 304,904,767 P= 286,297,762

For the years ended December 31, 2013 and 2012, the Group recorded no provision for
impairment.

8. Other Current Assets

This account consists of:

2013 2012
Value-added input tax - net P
= 64,569,258 =−
P
Prepaid expenses 795,898 40,000
Others 18,207 1,001,013
P
= 65,383,363 P
= 1,041,013

*SGVFS006282*
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The value-added input tax is applied against value-added output tax. The balance is
recoverable in future periods.

Prepaid expenses consist of advance payment of insurance and office supplies.

9. Property and Equipment

The rollforward analyses of this account follow:

2013

Furniture,
Fixtures and Transportation
Equipment Equipment Total
Cost
At January 1 P
= 9,994,302 P
= 750,909 P
= 10,745,211
Acquisitions through business combination
(Note 21) 1,473,468 − 1,473,468
Additions 693,831 − 693,831
At December 31 12,161,601 750,909 12,912,510
Accumulated Depreciation and
Amortization
At January 1 8,530,917 750,909 9,281,826
Acquisitions through business combination
(Note 21) 509,696 − 509,696
Depreciation and amortization (Note 18) 1,593,924 − 1,593,924
At December 31 10,634,537 750,909 11,385,446
Net Book Value P
= 1,527,064 =−
P P
= 1,527,064

2012

Furniture,
Fixtures and Transportation
Equipment Equipment Total
Cost
At January 1 P
= 8,967,725 P
= 750,909 P
= 9,718,634
Additions 1,090,297 − 1,090,297
Disposals (63,720) − (63,720)
At December 31 9,994,302 750,909 10,745,211
Accumulated Depreciation and
Amortization
At January 1 7,787,630 750,909 8,538,539
Depreciation and amortization (Note 18) 776,917 − 776,917
Disposals (33,630) − (33,630)
At December 31 8,530,917 750,909 9,281,826
Net Book Value P
= 1,463,385 =−
P P
= 1,463,385

*SGVFS006282*
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Depreciation and amortization charged to general and administrative expenses amounted to


P
= 1.59 million and P
= 0.78 million for the years ended December 31, 2013 and 2012, respectively
(see Note 18).

As of December 31, 2013 and 2012, there are no capital commitments for property and
equipment.

10. Investment Properties

The rollforward analyses of this account follow:

2013

Buildings and Construction


Land Improvements in Progress Total
Cost
At January 1 P
= 270,561,699 P
= 225,564,418 =−
P P
= 496,126,117
Acquisitions through business
combination (Note 21) 148,319,876 2,041,823,323 174,300,059 2,364,443,258
Additions − 2,031,423 414,208,132 416,239,555
At December 31 418,881,575 2,269,419,164 588,508,191 3,276,808,930
Accumulated Depreciation and
Amortization
At January 1 − 166,406,826 − 166,406,826
Acquisitions through business combination
(Note 21) − 231,868,114 − 231,868,114
Depreciation and amortization (Note 18) − 82,849,672 − 82,849,672
At December 31 − 481,124,612 − 481,124,612
Net Book Value P
= 418,881,575 P
= 1,788,294,552 P
= 588,508,191 P
= 2,795,684,318

2012

Buildings and
Land Improvements Total
Cost
At January 1 P
= 270,561,699 P
= 222,488,314 P
= 493,050,013
Additions − 3,076,104 3,076,104
At December 31 270,561,699 225,564,418 496,126,117
Accumulated Depreciation and Amortization
At January 1 − 160,430,071 160,430,071
Depreciation and amortization (Note 18) − 5,976,755 5,976,755
At December 31 – 166,406,826 166,406,826
Net Book Value P
= 270,561,699 P
= 59,157,592 P
= 329,719,291

The Group’s investment properties are currently held for commercial leasing. Construction in
progress includes cost of eBloc 2 and eBloc 3 commercial buildings.

Depreciation and amortization on buildings and improvements charged to operations amounted


to P
= 82.85 million and P
= 5.98 million for the years ended December 31, 2013 and 2012,
respectively (see Note 18).

Total rental income from investment properties amounted to P


= 258.59 million and P
= 50.98 million
for the years ended December 31, 2013 and 2012, respectively (see Note 16). Other operating

*SGVFS006282*
- 29 -

expenses related to investment properties amounted to P


= 193.20 million and P
= 18.40 million for
the years ended December 31, 2013 and 2012, respectively.

The aggregate fair value of the Group’s investment properties amounted to P


= 4,231.14 million
and P
= 4,130.80 million as of December 31, 2013 and 2012, respectively.

The fair values of the investment properties were determined by independent professionally
qualified appraisers. The fair values were classified under level 3 of the fair value hierarchy.

The value of the investment properties was arrived at using the Market Data Approach. In this
approach, the value of the investment properties is based on sales and listings of comparable
property registered within the vicinity. The technique of this approach requires the establishing
of comparable property by reducing reasonable comparative sales and listings to a common
denominator. This is done by adjusting the differences between the subject property and those
actual sales and listings regarded as comparable. The properties used as basis of comparison
are situated within the immediate vicinity of the subject property.

As of December 31, 2013, there are no capital commitments for investment properties.
Borrowing costs capitalized to construction in progress amounted to P
= 13.44 million as of
December 31, 2013.

11. Investment in an Associate

This account pertains to the Company’s 40% stake in Asian I-Office Properties, Inc. (AiO) as of
December 31, 2012.

In 2010, the Parent Company infused additional investment in AiO amounting to P


= 90.5 million to
maintain its 40% ownership in AiO. The remaining 60% ownership was subscribed for by Ayala
Land, Inc (ALI).

On April 16, 2013, the Company acquired ALI’s remaining 60% interest in AiO for a
consideration of P
= 436.23 million making AiO a wholly owned subsidiary of the Parent Company.
Investment in an associate as of December 31, 2012 amounted to P = 237.96 million.

Movements as at December 31, 2012 follow:

2012
Acquisition cost P
= 270,454,040
Accumulated equity in net income:
At beginning of year 31,461,440
Equity in net earnings for the year 33,745,855
At end of year 65,207,295
Accumulated realized (eliminated) profit from downstream sales
At beginning of year (113,160,753)
Realized profit for the year 15,464,372
At end of year (97,696,381)
P
= 237,964,954

*SGVFS006282*
- 30 -

The Company recognized equity in net earnings of P = 14.22 million and P


= 33.75 million as of
December 31, 2013 and 2012, respectively. Furthermore, realized profit from downstream sales
amounted to P
= 4.13 million and P
= 15.46 million as of December 31, 2013 and 2012, respectively.

Financial information of AiO as of and for the year ended December 31, 2012 follows:

2012
Current assets P
= 371,756,087
Noncurrent assets 2,410,019,242
Total assets P
= 2,781,775,329
Current liabilities P
= 664,803,582
Noncurrent liabilities 1,291,276,905
Total liabilities P
= 1,956,080,487
Revenue P
= 354,631,398
Costs and expenses 270,266,762
Net income P= 84,364,636

12. Accounts and Other Payables

This account consists of:

2013 2012
Payable to related parties (Note 15) P
= 272,915,823 P
= 53,704,025
Accrued expenses 89,465,388 32,292,487
Retentions payable 88,847,758 9,443,962
Accounts payable 36,146,796 1,520,703
Accrued project costs 25,945,595 24,585,215
Taxes payable 13,380,428 2,261,003
Dividends payable 1,857,808 16,434,432
P
= 528,559,596 P
= 140,241,827

Accrued expenses consist mainly of light and power, marketing costs, professional fees, postal
and communication supplies, repairs and maintenance, transportation and travel, security,
insurance and representation.

Retentions payable pertain to the portion of the progress billings of constructions retained by the
Group and will be released after the completion of the contractor’s projects. The retention
serves as a security from the contractor in case of defects in the project.

Accounts payable and accrued expenses are noninterest-bearing and are normally settled on 15
to 60 day terms.

Accrued project costs arise from progress billings or unbilled completed work on the
development of residential and commercial projects.

Taxes payable pertains to amusement taxes and expanded withholding taxes.

*SGVFS006282*
- 31 -

Dividends, retentions and taxes payable are noninterest-bearing and are normally settled within
one year.

13. Long-term Debt

This account consists of long-term bank loans availed by the Group as follows:

2013
At 0.65% per annum spread over the average
floating rate of 91-day treasury bill rate P
= 517,500,000
At 0.50% per annum spread over the fixed rate based on PDST-R1 rate 299,150,000
At 0.50% per annum spread over the fixed rate based on PDST-R2 rate 94,500,000
At 0.50% per annum spread over the fixed rate of average 5-
year treasury bond rate 86,850,000
At 0.88% per annum spread over the average floating rate of 91-day
treasury bill rate 24,125,000
At 0.38% per annum spread over the average floating rate of 91-day
treasury bill rate 400,000,000
At 0.38% per annum spread over the fixed rate
based on Mart1 rate 420,000,000
1,842,125,000
Less unamortized discount on transaction costs 5,826,047
1,836,298,953
Less current portion of long-term debt 78,893,371
P
= 1,757,405,582

The maturities of long-term debt at nominal values as of December 31 follow:

2013
Due in:
2014 P= 79,750,000
2015 493,875,000
2016 168,000,000
2017 628,000,000
2018 292,500,000
2019 80,000,000
2020 80,000,000
2021 20,000,000
P
= 1,842,125,000

The loans in 2013 which were availed from local banks, are used to finance the construction of
eBloc 2 and eBloc 3 commercial buildings and are included under “Investment properties”
account (see Note 10).

The loan agreements provide for certain restrictions and requirements with respect to, among
others, payment of dividends, major disposal of property, pledge of assets, liquidation, merger or
consolidation and maintenance of ratio between debt and the tangible net worth not to exceed
3:1. These restrictions and requirements were complied with by the subsidiary as of
December 31, 2013.

*SGVFS006282*
- 32 -

Interest expense on long-term debt recognized in the statement of comprehensive income


amounted to P= 34.80 million as of December 31, 2013. Interest rates range from 3.88% to
4.75% per annum for the year ended December 31, 2013.

14. Deposits and Other Liabilities

This account consists of:

2013 2012
Advances from customers P
= 139,504,193 P
= 2,792,990
Customers’ deposit 33,025,530 31,265,609
Construction bond 8,187,353 2,780,400
180,717,076 36,838,999
Less: noncurrent portion 134,196,441 −
P
= 46,520,635 P
= 36,838,999

Advances from customers consist of tenants’ deposits to be refunded by the Company through
the application of the amount thereof against the rent and service due. These are initially
recorded at fair value, which was obtained by discounting its future cash flows using the
applicable rates for similar types of instruments.

Customers’ deposit includes customers’ downpayments and excess collections over the
recognized receivables based on percentage of completion.

The Company requires buyers of condominium units to pay a minimum percentage of the total
selling price before the two parties enter into a sale transaction. In relation to this, the
customers’ advances and deposits represent payment from buyers which have not reached the
minimum required percentage. When the level of required payment is reached by the buyer, a
sale is recognized and these deposits and downpayments will be applied against the related
installment contracts receivable.

Construction bond payable pertains to deposits made by tenants as security for the construction
and design of the leased premises, to be refunded upon completion, which usually takes less
than a year.

15. Related Party Transactions

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 or common significant influence which include affiliates.

The Group in its regular conduct of business has entered into transactions with related parties.
Parties are considered to be related if, among others, one party has the ability, directly or
indirectly, to control the other party in making financial and operating decisions, the parties are
subject to common control or the party is an associate or a joint venture. Except as otherwise
indicated, the outstanding accounts with related parties shall be settled in cash. The
transactions are made at terms and prices agreed upon by the parties.

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The following tables provide the total amount of transactions that have been entered into with
related parties for the relevant financial year:

Receivable from related Payable to related


parties parties
2013 2012 2013 2012
Joint Venture Partner
VH Properties Philippines,
Inc. “(VH)” P
= 9,394,343 P
= 9,394,344 =−
P =−
P
Subsidiary
AiO − 297,422 − −
Shareholder
ALI 35,123 54,597 53,444,042 1,789,992
Subsidiaries of ALI
Makati Development
Corporation (MDC) 4,935 − 153,489,738 500,000
Avida Land Corporation (Avida) 38,235,994 6,751,968 22,834,796 51,041,230
Parent
CHI 14,000 − 43,146,140 372,803
Others 349,606 − 867 −
Total P
= 48,034,001 = 16,498,331 P
P = 272,915,583 P
= 53,704,025

Revenues Expenses
2013 2012 2013 2012
Joint Venture Partner:
VH =−
P P
= 55,260,846 =−
P =−
P
Subsidiary
AiO − 3,940,461 − −
Shareholder
ALI − − 1,379,906 935,936
Parent
CHI − − 2,611,636 4,345,119
Total =−
P P
= 59,201,307 P
= 3,991,542 P
= 5,281,055

 Transaction with VH in 2013 and 2012 pertains to the Parent Company’s service income
from joint venture. Receivables from these fees are normally settled within one year.
 Transactions with MDC during 2013 and 2012 pertain to various projects’ construction costs,
construction bonds and utility charges.
 Transactions with AVIDA during 2013 and 2012 pertain to share in the joint development
project.
 Transactions with CHI in 2013 and 2012 pertain to the charged expenses for manpower,
utilities, lease, management and marketing fees and other expenses.
 Transactions with ALI in 2013 and 2012 pertain to various allocations of shared expenses
such as association dues, light and power, insurance and management fees.

Key management compensation


The key management personnel of the Parent Company are employees of its parent, CHI. The
compensation of the said employees is paid for by CHI and as such, the necessary disclosures
required by PAS 24, Related Party Disclosures, are included in CHI’s consolidated financial
statements.

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Terms and conditions of transactions with related parties


There have been no guarantees provided or received for any related party receivables or
payables. These accounts are noninterest-bearing and are generally unsecured. Impairment
assessment is undertaken each financial year through a review of the financial position of the
related party and the market in which the related party operates.

16. Real Estate Revenue

This account consists of:

2013 2012 2011


Real estate sales P
= 50,811,893 P
= 37,943,241 P
= 73,297,342
Rental income (Note 10) 258,592,735 50,978,168 88,133,440
P
= 309,404,628 P
= 88,921,409 P
= 161,430,782

17. Interest and Other Income

Interest income consists of:

2013 2012 2011


Interest income:
Cash and cash equivalents
(Note 4) P
= 4,433,567 P
= 17,083,135 P
= 20,778,448
Short-term investments − 185,616 145,210
Accretion of receivables
(Note 6) 1,106,748 6,788,780 7,536,579
P
= 5,540,315 P
= 24,057,531 P
= 28,460,237

Other income consists of:

2013 2012 2011


Recoveries P
= 131,668,944 P
= 80,134,530 P
= 33,945,813
Penalties − 15,300,000 20,400,000
P
= 131,668,944 P
= 95,434,530 P
= 54,345,813

Recoveries pertain to income from sewer, light and power and water charges from its rental
operations.

Penalties represent payments made by a lot buyer in relation to certain construction violations.
Penalties are recognized based on the contractual terms of the agreement.

*SGVFS006282*
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18. Costs and Expenses

Real estate and rental consist of:

2013 2012 2011


Cost of real estate sales
(Note 7) P
= 21,959,019 P
= 17,792,827 P
= 28,779,633
Depreciation and amortization
(Note 10) 82,849,672 5,976,755 5,603,139
Marketing and management
fees 33,143,388 5,543,913 2,100,425
Direct operating expenses:
Light and water 30,639,487 3,718,574 2,614,550
Repairs and maintenance 28,870,628 7,139,668 4,683,869
Security and janitorial 10,373,014 − −
Taxes and licenses 7,336,969 3,101,013 2,728,514
Commission 5,635,820 183,085 15,513
Dues and fees 3,035,281 9,364,979 3,164,272
Insurance 764,179 − −
Professional fees 293,198 23,500 230,750
Others 8,995,433 2,530,307 −
P
= 233,896,088 P
= 55,374,621 P
= 49,920,665

General and administrative expenses consist of:

2013 2012 2011


Manpower cost P
= 3,332,776 P
= 2,940,206 P
= 2,746,044
Taxes and licenses 3,095,624 19,286 28,277
Stockholders' meeting 2,793,415 2,579,130 2,229,007
Depreciation and amortization
(Note 9) 1,593,924 776,917 1,159,242
Repairs and maintenance 1,992,013 853,162 616,932
Professional fees 1,815,925 1,504,038 1,139,640
Transportation and travel 1,797,334 2,567,579 2,582,024
Insurance 1,133,722 683,731 572
Utilities 1,101,452 1,738,332 1,922,078
Trainings 815,258 375,823 206,599
Security and janitorial 784,979 543,790 94,271
Advertising 783,201 1,255,580 1,353,103
Dues and fees 171,565 328,632 172,922
Provision for impairment loss − − 1,000,000
Others 854,636 885,717 1,325,523
P
= 22,065,824 P
= 17,051,923 P
= 16,576,234

Interest and other financing charges consist of:

2013 2012 2011


Interest on long-term P
= 34,803,040 =−
P =−
P
debt (Note 13)
Accretion on tenants’ deposits 3,695,291 1,259,549 1,425,735
Other financing charges 75,536 143,367 3,949,486
P
= 38,573,867 P
= 1,402,916 P
= 5,375,221

*SGVFS006282*
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19. Income Taxes

Provision for income tax consists of:

2013 2012 2011


Current tax
Regular corporate income
tax P
= 31,489,702 P
= 31,914,789 P
= 13,403,862
Final tax 776,030 3,398,093 4,397,819
32,265,732 35,312,882 17,801,681
Deferred tax (2,751,228) 930,288 543,585
P
= 29,514,504 P
= 36,243,170 P
= 18,345,266

The table below shows the details of NOLCO that may be used by the Group as deductions
against future income tax liabilities:

Year Incurred Amount Applied/Expired Balance Expiry Date


2012 P
= 16,057,533 =−
P P
= 16,057,533 2015
2013 21,617,684 − 21,617,684 2016
P
= 37,675,217 =−
P P
= 37,675,217

The components of net deferred tax assets as of December 31, 2013 and 2012 follow:

2013 2012
Deferred tax assets on:
Unapplied NOLCO P
= 11,302,565 =−
P
Advance rent 4,103,684 1,175,093
Installment sales 3,602,837 3,750,236
Allowance for probable losses 1,254,232 1,254,232
Interest accretion on rental deposits 704,706 −
Accrued fees 294,939 294,939
Unrealized foreign exchange loss 922,622 922,622
Others 410,765 391,139
22,596,350 7,788,261
Deferred tax liabilities:
Capitalized borrowing cost 4,890,203 −
Capitalized transaction cost 1,230,000 −
Accrued rent 2,162,880 −
Amortized deferred income 714,566 −
Others 480,790 −
9,478,439 −
P
= 13,117,911 P
= 7,788,261

*SGVFS006282*
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Reconciliation between the statutory income tax rate and the effective income tax rate follows:

2013 2012 2011


Statutory income tax rate 30.00% 30.00% 30.00%
Tax effect of:
Income covered by income tax
holiday (ITH) and lower tax
rates (15.27) (5.63) (17.38)
Interest income and capital
gains taxed at lower rates (0.05) (1.06) (1.95)
Others 3.05 (1.78) (1.00)
Effective income tax rate 17.73% 21.53% 9.67%

The Parent Company was registered with PEZA on April 6, 2000 as an Information Technology
(IT) Park developer or operator and was granted approval by PEZA on October 10, 2001. The
PEZA registration entitled the Group to a four-year tax holiday from the start of approval of
registered activities. At the expiration of its four-year tax holiday, the Group pays income tax at
the special rate of 5% on its gross income earned from sources within the PEZA economic zone
in lieu of paying all national and local income taxes.

On December 18, 2007, PEZA approved the registration of AiO as an Economic Zone
Information Technology (IT) Facility Enterprise. As a registered ecozone facilities enterprise, the
Company is entitled to establish, develop, construct, administer, manage and operate a 12-
storey building and 17-storey building located at Asia town IT Park, in accordance with the terms
and conditions on the Registration Agreement with PEZA.

The Group shall pay income tax at the special tax rate of 5% on its gross income earned from
sources within the PEZA economic zone in lieu of paying all national and local income taxes.
Gross income earned refers to gross sales or gross revenues derived from any business
activity, net of returns and allowances, less cost of sales or direct costs but before any deduction
is made for administrative expenses or incidental losses. Income generated from sources
outside of the PEZA economic zone shall be subject to regular internal revenue taxes.

It is certified by Bureau of Interal Revenue under Section 4.106-6 and 4 108-6 of Revenue
Regulation No. 16-2005 that the enterprise is conducted for purposes of its Value Added Tax
zero-rating transactions with its local suppliers of goods, properties and services.

20. Earnings Per Share

The following table presents information necessary to compute EPS:

2013 2012 2011


a. Net income P
= 136,783,776 P
= 132,086,695 P
= 171,326,473
b. Weighted average number
of outstanding shares:
Class A 564,210,000 564,210,000 564,210,000
Class B 376,140,000 376,140,000 376,140,000
940,350,000 940,350,000 940,350,000
c. Basic/diluted EPS (a/b) P
= 0.15 P
= 0.14 P
= 0.18

*SGVFS006282*
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21. Business Combination

Asian I- Office Properties, Inc. (AiO)


On April 16, 2013, the Parent Company acquired the remaining 60% interest of ALI in AiO for a
cash consideration of P= 436.2 million. Both AiO and CPVDC are under the common control of
ALI. This transaction is considered to be a common control business combination and was
accounted for using the pooling of interests method.

The acquisition is intended to consolidate into CPVDC the development and operations of BPO
offices in Cebu and businesses related thereto, which should lead to value enhancement,
improved efficiencies, streamlined processes and synergy creation among ALI and its
subsidiaries. This is also consistent with the thrust of the CHI Group to build up its recurring
income base.

The following were the carrying values of the identifiable assets and liabilities of AiO as of the
date of acquisition and its revenue and expenses recognized after the date of acquisition:

April 16, 2013


Assets:
Cash and cash equivalents P
= 59,993,440
Accounts receivable 497,225,627
Inventories 27,790,465
Other assets 12,626,980
Investment properties 2,132,575,144
Property and equipment 963,772
Deferred Tax Assets 2,578,422
Total assets P
= 2,733,753,850
Liabilities:
Accounts and other payables P
= 531,465,008
Income tax payable 5,514,938
Other liabilities 120,813,266
Long term debt 1,364,700,366
Total liabilities 2,022,493,578
Total net assets 711,260,272
Acquisition cost 720,733,171
Equity reserves (P
= 9,472,899)

December 31, 2013


Total revenue P
= 326,199,988
Total costs and expenses 229,639,753
Net income P
= 96,560,235

*SGVFS006282*
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22. Contingencies

The Parent Company is a party to a case that is currently being contested, the final outcome of
which is not presently determinable.

In the opinion of management and its legal counsel, the eventual liability under these lawsuits or
claims, if any, will not have a material or adverse effect on the Group’s financial position and
results of operations.

23. Financial Instruments

Fair Value Information


The following tables set forth the carrying values and estimated fair values of all of the Group’s
financial instruments recognized as of December 31:

2013 2012
Carrying Value Fair Value Carrying Value Fair Value
Financial assets at fair value through
profit or loss P
= 60,481,647 P
= 60,481,647 =−
P =−
P
Loans and Receivables
Cash and cash equivalents 282,017,699 282,017,699 430,036,981 430,036,981
Trade receivables:
Corporate business 93,153,901 87,103,444 1,185,897 1,185,897
Residential development 56,267,873 63,320,483 201,630,940 201,777,252
Shopping center 14,750,778 14,750,778 4,677,948 4,677,948
Others 309,887 309,887 1,178,264 1,178,264
Receivable from related parties 48,034,001 48,034,001 16,498,331 16,498,331
Accrued receivable 4,692,728 4,692,728 1,260,793 1,260,793
Receivable from employees 127,387 127,387 84,862 84,862
Total Financial Assets P
= 559,835,901 P
= 560,838,054 P
= 656,554,016 P
= 656,700,328
Other financial liabilities
Accounts and other payables
Payable to related parties P
= 272,915,583 P
= 272,915,583 P
= 53,704,025 P
= 53,704,025
Accrued expenses 89,465,388 89,465,388 32,292,487 32,292,487
Retentions payable 88,847,758 88,847,758 9,443,962 9,443,962
Accounts payable 36,146,796 36,146,796 1,520,703 1,520,703
Accrued project costs 25,945,595 25,945,595 24,585,215 24,585,215
Dividends payable 1,857,808 1,857,808 16,434,432 16,434,432
Long-term debt 1,836,298,953 1,880,966,098 − −
Advances from customers 147,691,546 140,290,536 5,573,390 5,573,390
Total Financial Liabilities P
= 2,499,169,427 P
= 2,536,435,562 ₱143,554,214 ₱143,554,214

The methods and assumptions used by the Group in estimating the fair value of the financial
instruments are as follows:

Cash and cash equivalents and current accounts receivable - The carrying amounts
approximate fair values due to the relatively short-term maturities of these instruments.

Noncurrent accounts receivable- The fair values are estimated based on the discounted cash
flow methodology using the applicable discount rates for similar types of instruments. The
discount rates used ranged from 2.8% to 3.2% and 3.1% to 4.5% as of December 31, 2013 and
2012, respectively.

*SGVFS006282*
- 40 -

Accounts and other payables and current portion of other liabilities - The fair values approximate
the carrying amounts due to the short-term nature of these accounts.

Noncurrent portion of other liabilities - The fair values of customers’ deposits are estimated
using the discounted cash flow methodology using the applicable rates for similar type of
instruments. The discount rates used ranged from 2.78% to 3.86% and 1.74% to 4.54% as of
December 31, 2013 and 2012, respectively.

Noncurrent portion of long-term debt - The fair value of fixed rate instruments are estimated
using the discounted cash flow methodology using the Company’s current incremental
borrowing rates for similar borrowings with maturities consistent with those remaining for the
liability being valued. The discount rates used ranged from 3.98% to 6.06% and 1.81%% to
5.01% as of December 31, 2013 and 2012, respectively.

Fair Value Hierarchy


The Group uses the following hierarchy for determining and disclosing the fair value of the
financial instruments by valuation technique:

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for assets or
liabilities, either directly or indirectly

Level 3: inputs for the asset or liability that are not based on observable market data

Financial assets at FVPL amounting to P = 60.48 million in 2013 are classified under Level 2.
There are no financial assets and liabilities which have been classified under the Level 2 or 3
categories.

There have been no reclassifications between Level 1, 2 and 3 categories in 2013 and 2012.

Financial Risk Management Objectives and Policies


The Group’s principal financial instruments comprise of cash and cash equivalents, financial
assets at fair value through profit or loss and long-term debt. The main purpose of the Group’s
financial instruments is to fund its operations, capital expenditures and finance the projects. The
Group has various other financial assets and liabilities such as trade receivables and trade
payables, which arise directly from its operations.

Exposure to credit risk, liquidity risk and market risk (i.e., foreign currency risk, equity price risk
and interest rate risk) arises in the normal course of the Group’s business activities. The main
objectives of the Group’s financial risk management are as follows:

 to identify and monitor such risks on an ongoing basis;


 to minimize and mitigate such risks; and
 to provide a degree of certainty about costs.

The Group’s financing and treasury function operates as a centralized service for managing
financial risks and activities as well as providing optimum investment yield and cost-efficient
funding for the Group. The Group’s BOD reviews and approves policies for managing each of
these risks.

*SGVFS006282*
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Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the
other party by failing to discharge an obligation. The Group’s credit risks are primarily
attributable to financial assets such as cash and cash equivalents and receivables. To manage
credit risk, the Group maintains defined credit policies and monitors on a continuous basis the
Group’s exposure to credit risks.

Cash in banks and cash equivalents. The Group adheres to fixed limits and guidelines in its
dealing with counterparty banks and its investment in financial instruments. Bank limits are
established on the basis of the Group’s rating that covers the area of liquidity, capital adequacy
and financial stability. Given the high credit standing of its accredited counterparty banks,
management does not expect any of these financial institutions to fail in meeting their obligation.
The Group’s exposure to credit risk from these financial assets arises from the default of the
counterparty, with a maximum exposure equal to the carrying amounts of these instruments.

Corporate business and residential development trade receivables. With respect to trade
receivables from the sale of real estate properties, credit risk is managed primarily through credit
reviews and monitoring of receivables on a continuous basis. The Group undertakes
supplemental credit review procedures to ensure the adequacy of provisioning for certain
installment payment structures. Customer payments are facilitated through various collection
modes including the use of post-dated checks and auto-debit arrangements. Exposure to bad
debts is not significant and the requirement for remedial procedures is minimal given the profile
of buyers. As for the sale of lots, the Group includes in the contract to sell provisions that the
title to the properties will only be transferred to the buyers upon full payment of the contract
price.

Shopping center trade receivables. Credit risk arising from rental income from leasing
properties is primarily managed through a tenant selection process. Prospective tenants are
evaluated on the basis of payment track record and other credit information. In accordance with
the provisions of the lease contracts, the lessees are required to deposit with the Group security
deposits and advance rentals which help reduce the Group’s credit risk exposure in case of
defaults by the tenants. For existing tenants, the Group has put in place a monitoring and
follow-up system. Receivables are aged and analyzed on a continuous basis to minimize credit
risk associated with these receivables. Regular meetings with tenants are also undertaken to
provide opportunities for counseling and further assessment of paying capacity.

As for the receivables from related parties, receivable from employees other receivables, the
maximum exposure to credit risk from these financial assets arise from the default of the
counterparty with a maximum exposure equal to their carrying amounts.

An analysis of the maximum exposure to credit risk from the Group’s trade receivables and the
fair values of the related collaterals are shown below:

2013
Financial
Effect of
Maximum Collateral or
Exposure to Fair Value of Credit
Credit Risk Collaterals Net Exposure Enhancement
Trade receivables
Corporate business P
= 93,153,901 P
= 102,059,925 =−
P P
= 93,153,901
Residential development 56,267,873 71,136,780 − 56,267,873
Shopping centers 14,750,778 14,294,407 456,371 14,294,407
Total P
= 164,172,552 P
= 187,491,112 P
= 456,371 P
= 163,716,181

*SGVFS006282*
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2012
Financial Effect
Maximum of Collateral or
Exposure to Fair Value of Credit
Credit Risk Collaterals Net Exposure Enhancement
Trade receivables
Residential development P
= 201,630,940 P
= 287,432,862 =−
P P
= 201,630,940
Shopping centers 4,677,948 7,505,520 2,827,305 1,850,643
Corporate business 1,185,897 7,562,718 197,902 987,995
Total P
= 207,494,785 P
= 302,501,100 P
= 3,025,207 P
= 204,469,578

The table below shows the credit quality by class of the Group’s financial assets (gross of
allowance for impairment losses):

2013

Neither Past Due nor Impaired Past Due or


High Grade Medium Grade Low Grade Impaired Total
Cash and cash equivalents
(excluding cash on hand) P
= 281,957,699 =−
P =−
P =− P
P = 281,957,699
Financial assets at FVPL 60,481,647 − − − 60,481,647
Trade:
Corporate business 82,120,551 3,110,751 82,023 7,840,576 93,153,901
Residential development 56,267,873 − − − 56,267,873
Shopping centers 3,790,885 1,781,371 753,098 8,425,424 14,750,778
Others 309,887 − − − 309,887
Accrued receivable 4,692,728 − − − 4,692,728
Receivable from related parties 48,034,001 − − − 48,034,001
Receivables from employees 127,387 − − − 127,387
P
= 537,782,658 P
= 4,892,122 P
= 835,121 P
= 16,266,000 P
= 559,775,901

2012

Neither Past Due nor Impaired


Past Due or
High Grade Medium Grade Low Grade Impaired Total
Cash and cash equivalents
(excluding cash on hand) P
= 430,021,981 =−
P =−
P =− P
P = 430,021,981
Trade:
Residential development 201,630,940 − − − 201,630,940
Shopping centers 528,619 708,929 91,992 3,348,408 4,677,948
Corporate business 1,185,897 − − − 1,185,897
Others 1,178,264 − − − 1,178,264
Receivable from related parties 16,498,331 − − − 16,498,331
Accrued Receivable 1,260,793 − − − 1,260,793
Receivables from employees 84,862 − − − 84,862
P
= 652,389,687 P
= 708,929 P
= 91,992 P
= 3,348,408 P
= 656,539,016

Others include interests and penalties and receivables from sewer and management fees.

The credit quality of the financial assets was determined as follows:

Cash and cash equivalents and financial assets at fair value through profit or loss – The Group
adheres to fixed limits and guidelines in its dealings with counterparty banks and its investment
in financial instruments. Bank limits are established on the basis of an internal rating system
that principally covers the areas of liquidity, capital adequacy and financial stability. The rating

*SGVFS006282*
- 43 -

system likewise makes use of available international credit ratings. Given the high credit
standing of its accredited counterparty banks, management does not expect any of these
financial institutions to fail in meeting their obligations. Nevertheless, the Group closely monitors
developments over counterparty banks and adjusts its exposure accordingly while adhering to
pre-set limits.

Accounts receivables - high grade pertains to receivables with no default in payment; medium
grade pertains to receivables with up to 3 defaults in payment; and low grade pertains to
receivables with more than 3 defaults in payment.

As of December 31, 2013 and 2012, the Group does not have restructured financial assets.

The Group has no significant credit risk concentrations on its receivables. Policies are in place
to ensure that lease contracts and contract to sell are made with customers with good credit
history.

Given the Group’s diverse base of counterparties, it is not exposed to large concentration of
credit risk. As of December 31, 2013 and 2012, the aging analysis of receivables presented per
class, is as follows:

2013
Neither
Past
Due nor Past Due but not Impaired Individually
90-120
Impaired <30 days 30-60 days 60-90 days days >120 days Impaired Total
Trade
Corporate business P
= 85,313,325 =− P
P = 1,511,777 P
= 152,602 P
= 85,407 P
= 6,090,790 =− P
P = 93,153,901
Residential development 56,267,873 − − − − − − 56,267,873
Shopping centers 6,325,354 641,610 1,719,793 1,547,167 1,183,976 1,832,878 1,500,000 14,750,778
Others 309,887 − − − − − − 309,887
Accrued receivable 4,692,728 − − − − − − 4,692,728
Receivable from related parties 48,033,301 − − − − − − 48,033,301
Receivable from employees 127,387 − − − − − − 127,387
Total = 201,069,855 P
P = 641,610 P= 3,231,570 P
= 1,699,769 P
= 1,269,383 P= 7,923,668 P
= 1,500,000 P= 217,335,855

2012
Neither
Past
Due nor Past Due but not Impaired Individually
Impaired <30 days 30-60 days 60-90 days 90-120 days >120 days Impaired Total
Trade
Residential development P
= 201,630,940 =−
P =−
P =−
P =−
P =−
P =− P
P = 201,630,940
Shopping centers 1,329,540 616,717 151,939 102,618 224,476 752,658 1,500,000 4,677,948
Corporate business 1,185,897 − − − − − − 1,185,897
Others 1,178,264 − − − − − − 1,178,264
Accrued receivable 1,260,793 − − − − − − 1,260,793
Receivable from employees 84,862 − − − − − − 84,862
Receivable from related
parties 16,498,331 − − − − − − 16,498,331
Total P
= 223,168,627 P
= 616,717 P
= 151,939 P
= 102,618 P
= 224,476 P
= 752,658 P
= 1,500,000 P
= 226,517,035

The Group has no collaterals held for the past due or impaired financial assets as of
December 31, 2013 and 2012.

*SGVFS006282*
- 44 -

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet
commitments associated with financial instruments. Liquidity risk may result from either the
inability to sell financial assets quickly at their fair values; or the counterparty failing on
repayment of a contractual obligation; or inability to generate cash inflows as anticipated.

The Group monitors its cash flow position, debt maturity profile and overall liquidity position in
assessing its exposure to liquidity risk. The Group maintains a level of cash and cash
equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in
cash flows. Accordingly, its loan maturity profile is regularly reviewed to ensure availability of
funding through an adequate amount of credit facilities with financial institutions.

As of December 31, 2013, current ratio is 1.4:1, with cash and cash equivalents of
P
= 282.02 million accounting for 31% of the total current assets, and resulting in a net working
capital of P
= 234.92 million.

As of December 31, 2012, current ratio is 5.3:1, with cash and cash equivalents of
P
= 430.04 million accounting for 43% of the total current assets, and resulting in a net working
capital of P
= 800.46 million.

Overall, the Group’s funding arrangements are designed to keep an appropriate balance
between equity and debt, to give financing flexibility while continuously enhancing the Group’s
businesses.

The tables below summarize the maturity profile of the Group’s financial assets and liabilities at
December 31, 2013 and 2012 based on contractual undiscounted payments. The tables also
provide analysis on the maturity profile of the Group’s financial assets in order to provide a
complete view of the Group’s contractual commitments. The analysis into relevant maturity
groupings is based on the remaining period at the end of the reporting period to the contractual
maturity dates.

2013

< 1 year 1 to < 2 years 2 to < 3 years > 3 years Total


Cash and cash equivalents
(excluding cash on hand) P
= 281,957,699 =−
P =−
P =−
P P
= 281,957,699
Accounts receivable 102,392,649 39,154,655 43,474,281 29,133,099 214,154,684
Total financial assets 384,350,348 39,154,655 43,474,281 29,133,099 496,112,383

Accounts and other payables 455,607,443 − 72,952,153 − 528,559,596


Long-term debt 78,893,371 492,778,754 165,927,015 1,098,699,813 1,836,298,953
Advances from customers 54,707,988 − 92,983,558 − 147,691,546
Total other financial liabilities P
= 589,208,802 P
= 492,778,754 P
= 331,862,726 P
= 1,098,699,813 P
= 2,512,550,095

2012

< 1 year 1 to < 2 years 2 to < 3 years > 3 years Total


Cash and cash equivalents
(excluding cash on hand) P
= 430,021,981 =−
P =−
P =−
P P
= 430,021,981
Accounts receivable 4,238,435 220,778,600 − 1,500,000 226,517,035
Total financial assets 434,260,416 220,778,600 − 1,500,000 656,539,016

Accounts and other payables 56,205,207 33,036,620 51,000,000 − 140,241,827


Long-term debt − − − − −
Advances from customers − 5,573,390 − − 5,573,390
Total other financial liabilities P
= 56,205,207 P
= 38,610,010 P
= 51,000,000 =−
P P
= 145,815,217

*SGVFS006282*
- 45 -

Cash and cash equivalents and accounts receivable are used for the Group's liquidity
requirements. Please refer to the terms and maturity profile of these financial assets under the
maturity profile of the interest-bearing financial assets and liabilities disclosed under interest rate
risk section.

Foreign currency risk


Majority of the Group’s transactions are denominated in Philippine Peso. There are only
minimal placements in foreign currencies and the Group does not have any foreign currency
denominated debt. As such, the Group’s foreign currency risk is minimal.

The following table shows the Group’s consolidated foreign currency-denominated monetary
assets and their peso equivalents as of December 31, 2013 and 2012:

2013 2012
US Dollar Php Equivalent US Dollar Php Equivalent
Cash and cash equivalents $232,650 P
= 10,329,660 $203,589 P
= 8,367,508

In translating the foreign currency-denominated monetary assets into peso amounts, the
exchange rates used were P = 44.4 to US$1.00 and P
= 41.1 to US$1.00, the Philippine Peso-US
Dollar exchange rates as at December 31, 2013 and 2012.

The following table demonstrates the sensitivity to a reasonably possible change in the US
dollar rate, with all variables held constant, of the Group’s profit before tax (due to changes in
the peso equivalent of the dollar denominated cash and cash equivalents and short-term
investments). There is no other impact on the Group’s equity other than those already affecting
the profit or loss.

Increase
(Decrease) Effect on Profit
in US $ Before Tax
2013 1.00 232,650
(1.00) (232,650)
2012 1.00 203,589
(1.00) (203,589)

Interest rate risk


The Group’s interest rate risk management policy centers on reducing the overall interest
expense and exposure to changes in interest rates. Changes in market interest rates relate
primarily to the Group’s interest-bearing debt obligations with floating interest rate as it can
cause a change in the amount of interest payments.

The Group manages its interest rate risk by leveraging on its premier credit rating and
increasing the fixed interest component of its debt portfolio. The Group’s ratio of fixed to floating
rate debt stood at around 26:74 and 40:60 as of December 31, 2013 and 2012.

*SGVFS006282*
- 46 -

The following tables demonstrate the sensitivity of the Group’s income before tax to a
reasonably possible change in interest rates on December 31, 2013 and 2012, with all variables
held constant.

Effect on income before income


tax Increase (decrease)
+ 100 basis - 100 basis
Change in basis points points points
(In absolute peso)
2013 (P
= 9,175,000) P
= 9,175,000
2012 (7,250,000) 7,250,000

Equity price risk


Quoted financial assets at FVPL are acquired at a certain price in the market. Such investment
securities are subject to price risk due to changes in market values of instruments arising either
from factors specific to individual instruments or their issuers or factors affecting all instruments
traded in the market. Depending on several factors such as interest rate movements, country’s
economic performance, political stability, domestic inflation rates, these prices change, reflecting
how market participants view the developments.

The Group measures the sensitivity of its investment securities based on the average historical
fluctuation of the investment securities’ net asset value per unit (NAVPU). All other variables
held constant, a 1.00% change in NAVPU will increase/decrease net income and equity by
P
= 0.60 million for the year ended December 31, 2013.

24. Equity

Capital Stock
The details of the Parent Company’s common shares are as follows:

2013 2012
Authorized, issued and outstanding - P
= 1 par value
Class A - 564,210,000 shares P
= 564,210,000 P
= 564,210,000
Class B - 376,140,000 shares 376,140,000 376,140,000
P
= 940,350,000 P
= 940,350,000

Class A and Class B shares are identical, except that issuance of Class A shares is limited to
Philippine nationals. Class B shares may be issued to any person, corporation, partnership or
association regardless of nationality provided that the amount of Class B shares outstanding
shall not exceed 40% of the entire amount of capital stock then issued and outstanding.

Retained Earnings
The retained earnings available for dividend distribution amounted to P
= 213.72 million and
P
= 302.76 million as of December 31, 2013 and 2012, respectively. Retained earnings include
undistributed net earnings of subsidiaries and associates amounting nil and P= 59.8 million as of
December 31, 2013 and 2012, respectively.

On October 9, 2013, the Parent Company’s BOD declared dividends amounting to


P
= 112.84 million, P
= 0.12 per share cash dividends from unappropriated retained earnings to all its
issued and outstanding shares as of record dated Novermber 5, 2013, and paid on
November 29, 2013.

*SGVFS006282*
- 47 -

The Parent Company declared dividends amounting to P


= 112.8 million in 2012 and 2011.

Capital Management
The primary objective of the Group’s capital management policy is to ensure that debt and
equity capital are mobilized efficiently to support business objectives and maximize shareholder
value. The Group establishes the appropriate capital structure for each business line that
properly reflects its premier credit rating and allows it the financial flexibility, while providing it
sufficient cushion to absorb cyclical industry risks.

The Group considers as capital its equity amounting to P


= 1,260.68 million and P
= 1,378.49 million
as of December 31, 2013 and 2012, respectively.

The Parent Company is not subject to externally imposed capital requirements. No changes
were made in the objectives, policies and processes from the previous years.

The Group monitors its capital structure using leverage ratios on both a gross and net basis, and
makes adjustments to it in light of economic conditions. Debt consists of long-term debt. Net
debt includes long-term debt less cash and cash. The Group considers as capital the equity
attributable to equity holders of the Parent Company.

2013 2012
Long-term debt P
= 1,836,298,953 =−
P
Less:
Cash and cash equivalents 282,017,699 430,036,981
Net debt 1,554,281,254 (430,036,981)
Equity P
= 1,260,676,104 P
= 1,378,486,384
Debt to equity 145.66% −
Net debt to equity 123.29% −

25. Segment Information

The business segments where the Group operates are as follows:

Core business:
 Commercial development - sale of commercial lots
 Residential development - sale of high-end residential lots and condominium units
 Shopping centers - development of shopping centers and lease to third parties of retail
space and land therein; food courts, entertainment facilities and carparks in these shopping
centers; management and operation of malls
 Corporate business - development and lease of office buildings
 Others - other investing activities such as investment in joint ventures and sale of non-core
assets

No business segments have been aggregated to form the reportable business segments.

*SGVFS006282*
- 48 -

Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. The accounting and
measurement policies used are consistent with the policies used in preparing general-purpose
financial statements.

Sales, costs and expenses include amounts that are directly attributable to each segment.
Items that are not directly identified are allocated based on the segment’s proportionate share
on the total revenue. Starting 2010, intersegment accounts of the reportable business segments
are reported on a gross basis, this resulted in the increase of the amounts under the reportable
business segments.

*SGVFS006282*
- 49 -

The following tables regarding business segments present assets and liabilities as of December 31, 2013 and 2012 and revenue and
expense information for the period ended December 31, 2013

2013

Residential Shopping Corporate


Development Centers Business Others Total
Revenue
Sales to external customers P
= 44,300,945 P
= 30,768,036 P
= 234,335,647 =−
P P
= 309,404,628
Equity in net earnings of associates − − − 14,220,172 14,220,172
Total revenue 44,300,945 30,768,036 234,335,647 14,220,172 323,624,800
Operating expenses (40,356,324) (13,139,329) (180,400,435) − (233,896,088)
Operating profit (loss) 3,944,621 17,628,707 53,935,212 14,220,172 89,728,712
Interest income 841,509 64,736 4,464,225 169,845 5,540,315
Other income 18,302,421 1,608,364 109,982,508 1,775,651 131,668,944
Interest and other financing charges (4,036,377) (74,420) (28,913,893) (5,549,177) (38,573,867)
Other charges − − − (22,065,824) (22,065,824)
Benefit from (provision for) income tax (1,472,872) (4,567,481) (22,111,013) (1,363,138) (29,514,504)
Net income (loss) P
= 17,579,302 P
= 14,659,906 P
= 117,357,039 (P
= 12,812,471) P
= 136,783,776
Other Information
Segment assets 27,266,614 84,047,151 3,696,547,575 − 3,807,861,340
Deferred tax assets − − − 13,117,911 13,117,911
Total assets 27,266,614 84,047,151 3,696,547,575 13,117,911 3,820,979,251
Total liabilities (P
= 93,271,411) (P
= 51,204,646) (P
= 2,318,873,947) (P
= 96,953,143) (P
= 2,560,303,147)
Segment additions to property and equipment and
investment properties =−
P P
= 1,588,004 P
= 415,345,382 =−
P P
= 416,933,386
Depreciation and amortization =−
P P
= 12,728,796 P
= 71,340,197 P
= 374,603 P
= 84,443,596

*SGVFS006282*
- 50 -

2012

Residential Shopping Corporate


Development Centers Business Others Total
Revenue
Sales to external customers P
= 38,295,753 P
= 21,117,685 P
= 29,507,971 =−
P P
= 88,921,409
Equity in net earnings of associates − − − 33,745,855 33,745,855
Total revenue 38,295,753 21,117,685 29,507,971 33,745,855 122,667,264
Operating expenses (37,524,629) (10,128,604) (8,425,019) (16,348,292) (72,426,544)
Operating profit (loss) 771,124 10,989,081 21,082,952 17,397,563 50,240,720
Interest income − − − 24,057,531 24,057,531
Other income 28,038,376 − 1,387,182 66,008,972 95,434,530
Interest and other financing charges − − − (1,402,916) (1,402,916)
Benefit from (provision for) income tax (391,452) (3,296,724) (3,876,034) (28,678,960) (36,243,170)
Net income (loss) P
= 28,418,048 P
= 7,692,357 P
= 18,594,100 P
= 77,382,190 P
= 132,086,695
Other Information
Segment assets 419,712,870 59,137,295 520,031,205 322,121,925 1,321,003,295
Investments in associates − − − 237,964,954 237,964,954
Deferred tax assets − − − 7,788,261 7,788,261
Total assets P
= 419,712,870 P
= 59,137,295 P= 520,031,205 P= 567,875,140 P
= 1,566,756,510
Total liabilities (P
= 105,424,645) (P
= 28,068,951) (P
= 22,285,343) (P
= 32,491,187) (P
= 188,270,126)
Segment additions to property and equipment and
investment properties =−
P P
= 3,076,104 =−
P P
= 1,090,297 P
= 4,166,401
Depreciation and amortization =−
P P
= 5,368,403 P
= 608,352 P
= 776,917 P
= 6,753,672

*SGVFS006282*
- 51 -

26. Leases

Operating Leases - Group as Lessor


The Group enters into lease agreements with third parties covering rentals of commercial and
office spaces and land therein. These leases generally provide for either (a) fixed monthly rent,
or (b) minimum rent on a certain percentage of gross revenue, whichever is higher. All leases
include a clause to enable upward revision on its rental charge on annual basis based on
prevailing market conditions.

Future minimum rentals receivable under non-cancellable operating leases of the Group are as
follows:

2013 2012
Within one year P
= 261,759,105 P
= 12,972,411
After one year but not more than five years 379,347,770 −
P
= 641,106,875 P
= 12,972,411

27. Notes to Consolidated Statements of Cash Flows

Noncash activities of the Group pertain to:

 Accrued construction billings (included in accounts and other payables) recognized under
inventories amounted to P = 29.0 million and P
= 38.4 million in 2013 and 2012, respectively.
 The Parent Company acquired all the assets and liabilities of AiO as of April 16, 2013, date
of acquisition as a result of the business combination. See Note 21 for details.

28. Subsequent Events

On January 30, 2014, ALI assigned 10% to CHI and 5% to the Parent Company of its 50%
share in a joint venture with Aboitiz Land. ALI retains the 35% equity in the joint venture.

The partnership primarily covers the development of a 15-hectare property in Mandaue City into
a mixed-used center. Capital commitments amounted to P = 150.00 million.

*SGVFS006282*
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULES

Schedule Contents

A Financial Assets

B Amounts Receivable from Directors, Officers, Employees, Related


Parties, and Principal Stockholders (Other than Related parties)

C Amounts Receivable from Related Parties which are Eliminated


during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Capital Stock

I Reconciliation of Retained Earnings Available for Dividend


Declaration

J Map Showing the Relationships Between and Among the Companies


in the
Group, its Ultimate Parent Company and Co-subsidiaries

K Schedule of All Effective Standards and Interpretations Under


Philippine Financial Reporting Standards

*SGVFS006282*
SCHEDULE A

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
DECEMBER 31, 2013

Number of
shares or
principal amount Amount shown
Name of Issuing entity and association of bonds and in the balance Income received
of each issue notes sheet or accrued
Cash and cash equivalents
Bank of the Philippine Islands P
= 267,346,810 P= 267,346,810 P
= 4,074,179
Security Bank 9,279,713 9,279,713 621,953
Development Bank of the Phil. 4,553,359 4,553,359 15,189
Deutsche Bank 777,817 777,817 −
Loans and receivables
Various customers 217,336,555 217,336,555 6,610,197
Financial assets at FVPL 60,481,647 60,481,647 281,660
P
= 559,775,901 P= 559,775,901 P
= 11,603,178
SCHEDULE B

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
DECEMBER 31, 2013

Balance
Name and at Balance at the
Designation of beginning Amounts Not end of the
debtor of period Additions collected Current Current period

Not Applicable
The Group does not have receivable from directors, officers, employees, related
parties and principal stockholders (other than related parties) in its statement of
financial position.
SCHEDULE C

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
DECEMBER 31, 2013

Receivable
Balance per Payable
CPVDC Balance per Current
Parent Subsidiary Portion
Asian I-Office Properties, Inc. P
= 3,028,318 P
= 3,028,318 P
= 3,028,318
SCHEDULE D

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER
ASSETS
DECEMBER 31, 2013

Intangible Assets - Other Assets


Other
Charged to Charged to changes
Beginning Additions at cost and other additions Ending
Description Balance cost expenses accounts (deductions) Balance

Not Applicable
The Group does not have intangible assets in its statements of financial position.
SCHEDULE E

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT
DECEMBER 31, 2013

Long-term Debt
Amount shown
under caption Amount shown
Amount "current portion of under caption “long-
authorized by long-term” in related term debt” in related
Title of Issue and type of obligation indenture balance sheet balance sheet
Bank Loan (BPI) P
= 680,000,000 P
= 74,643,371 P
= 536,108,431
Bank Loan (Metrobank) 425,000,000 4,250,000 405,875,000
Bank Loan (BPI) 400,000,000 − 397,930,165
Bank Loan (BPI) 420,000,000 − 417,491,986
P
= 1,925,000,000 P
= 78,893,371 P
= 1,757,405,582
SCHEDULE F

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED
PARTIES (LONG-TERM LOANS FROM RELATED COMPANIES)
DECEMBER 31, 2013

Indebtedness to related parties (Long-term loans from Related Companies)


Balance at beginning of
Name of related party period Balance at end of period

Not Applicable
The Group does not have long-term loans from related companies in its statements of
financial position.
SCHEDULE G

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
DECEMBER 31, 2013

Guarantees of Securities of Other Issuers


Name of issuing entity of Title of issue of Amount owned
securities guaranteed by each class of Total amount by person for
the company for which securities guaranteed and which statement Nature of
this statement is filed guaranteed outstanding is file guarantee

Not Applicable
The Group does not have any guarantees of securities of other issuing entities by the
issuer for which the statement is filed.
SCHEDULE H

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF CAPITAL STOCK
DECEMBER 31, 2013

Capital Stock
Number of
shares Number of
issued and shares
outstanding reserved for
as shown options
Number of under related warrants, Number of Directors,
shares balance conversion and shares held by officers and
Title of Issue authorized sheet caption other rights related parties employees Others
Common shares
Class A 564,210,000 − − 449,388,263 114,821,737 −
Class B 376,140,000 − − 341,017,778 35,122,222 −
940,350,000 − − 790,406,041 149,943,959 −
SCHEDULE I

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
SUPPLEMENTARY SCHEDULE OF RETAINED EARNINGS
DECEMBER 31, 2013

2013
Unappropriated Retained Earnings, beginning P
= 438,136,384
Adjustments:
(See adjustments in previous year’s Reconciliation) (135,381,360)
Unappropriated Retained Earnings, as adjusted, beginning 302,755,024
Net income during the period closed to retained earnings
(Parent) 21,876,308
Amount of provision for deferred tax during the year 1,927,535
Dividends declared (112,842,000)
(89,038,157)
Unappropriated Retained Earnings, end available for
dividend distribution P
= 213,716,867
1

SCHEDULE J

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND
CO-SUBSIDIARIES
DECEMBER 31, 2013

The Ayala Others


Cebu Holdings,
Province Land (7.66%)
Inc. (76.26%) of Cebu Inc.
(8.28%) (7.80%)

CEBU PROPERTY VENTURES AND


DEVELOPMENT CORPORATION

ASIAN I-OFFICE
PROPERTIES,
INC. (100%)
SCHEDULE K

CEBU PROPERTY VENTURES AND DEVELOPMENT CORPORATION AND


SUBSIDIARY
LIST OF EFFECTIVE STANDARDS AND INTERPRETATIONS
DECEMBER 31, 2013

PHILIPPINE FINANCIAL REPORTING STANDARDS AND Adopted Not Not


INTERPRETATIONS Adopted Applicable
Effective as of December 31, 2013
Framework for the Preparation and Presentation of Financial
Statements
Conceptual Framework Phase A: Objectives and qualitative
characteristics 
PFRSs Practice Statement Management Commentary 
Philippine Financial Reporting Standards
PFRS 1 First-time Adoption of Philippine Financial Reporting
(Revised) Standards 
Amendments to PFRS 1 and PAS 27: Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or
Associate 
Amendments to PFRS 1: Additional Exemptions for
First-time Adopters 
Amendment to PFRS 1: Limited Exemption from
Comparative PFRS 7 Disclosures for First-time
Adopters 
Amendments to PFRS 1: Severe Hyperinflation and
Removal of Fixed Date for First-time Adopters 
Amendments to PFRS 1: Government Loans 
PFRS 2 Share-based Payment 
Amendments to PFRS 2: Vesting Conditions and
Cancellations 
Amendments to PFRS 2: Group Cash-settled Share-
based Payment Transactions 
PFRS 3 Business Combinations
(Revised) 
PFRS 4 Insurance Contracts 
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts 
PFRS 5 Non-current Assets Held for Sale and Discontinued
Operations 
PFRS 6 Exploration for and Evaluation of Mineral Resources 
PFRS 7 Financial Instruments: Disclosures 
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets 
-2-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND Adopted Not Not


INTERPRETATIONS Adopted Applicable
Effective as of December 31, 2013
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - Effective Date and Transition 
Amendments to PFRS 7: Improving Disclosures about
Financial Instruments 
Amendments to PFRS 7: Disclosures - Transfers of
Financial Assets 
Amendments to PFRS 7: Disclosures – Offsetting
Financial Assets and Financial Liabilities 
Amendments to PFRS 7: Mandatory Effective Date of
PFRS 9 and Transition Disclosures 
PFRS 8 Operating Segments 
PFRS 9 Financial Instruments 
Amendments to PFRS 9: Mandatory Effective Date of
PFRS 9 and Transition Disclosures 
PFRS 10 Consolidated Financial Statements 
PFRS 11 Joint Arrangements 
PFRS 12 Disclosure of Interests in Other Entities 
PFRS 13 Fair Value Measurement 
Philippine Accounting Standards
PAS 1 Presentation of Financial Statements 
(Revised)
Amendment to PAS 1: Capital Disclosures 
Amendments to PAS 32 and PAS 1: Puttable
Financial Instruments and Obligations Arising on
Liquidation 
Amendments to PAS 1: Presentation of Items of Other

Comprehensive Income
PAS 2 Inventories 
PAS 7 Statement of Cash Flows 
PAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors 
PAS 10 Events after the Reporting Date 
PAS 11 Construction Contracts 
PAS 12 Income Taxes 
Amendment to PAS 12 - Deferred Tax: Recovery of
Underlying Assets 
PAS 16 Property, Plant and Equipment 
PAS 17 Leases 
PAS 18 Revenue 

*SGVFS006282*
-3-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND Adopted Not Not


INTERPRETATIONS Adopted Applicable
Effective as of December 31, 2013
PAS 19 Employee Benefits 
Amendments to PAS 19: Actuarial Gains and Losses,
Group plans and disclosures 
PAS 19 Employee Benefits

(Amended)
PAS 20 Accounting for Government Grants and Disclosure of
Government Assistance 
PAS 21 The Effects of Changes in Foreign Exchange Rates 
Amendment: Net Investment in a Foreign Operation 
PAS 23 Borrowing Costs
(Revised) 
PAS 24 Related Party Disclosures
(Revised) 
PAS 26 Accounting and Reporting by Retirement Benefit
Plans 
PAS 27 Consolidated and Separate Financial Statements 
PAS 27 Separate Financial Statements

(Amended)
PAS 28 Investment in Associate 
PAS 28 Investments in Associates and Joint Ventures

(Amended)
PAS 29 Financial Reporting in Hyperinflationary Economies 
PAS 31 Interests in Joint Ventures 
PAS 32 Financial Instruments: Disclosure and Presentation 
Amendments to PAS 32 and PAS 1: Puttable
Financial Instruments and Obligations Arising on
Liquidation 
Amendment to PAS 32: Classification of Rights Issues 
Amendments to PAS 32: Offsetting Financial Assets
and Financial Liabilities 
PAS 33 Earnings per Share 
PAS 34 Interim Financial Reporting 
PAS 36 Impairment of Assets 
PAS 37 Provisions, Contingent Liabilities and Contingent
Assets 
PAS 38 Intangible Assets 
PAS 39 Financial Instruments: Recognition and Measurement 
Amendments to PAS 39: Transition and Initial
Recognition of Financial Assets and Financial 

*SGVFS006282*
-4-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND Adopted Not Not


INTERPRETATIONS Adopted Applicable
Effective as of December 31, 2013
Liabilities
Amendments to PAS 39: Cash Flow Hedge
Accounting of Forecast Intragroup Transactions 
Amendments to PAS 39: The Fair Value Option 
Amendments to PAS 39 and PFRS 4: Financial
Guarantee Contracts 
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets 
Amendments to PAS 39 and PFRS 7: Reclassification
of Financial Assets - Effective Date and Transition 
Amendments to Philippine Interpretation IFRIC-9 and
PAS 39: Embedded Derivatives 
Amendment to PAS 39: Eligible Hedged Items 
PAS 40 Investment Property 
PAS 41 Agriculture 
Philippine Interpretations
IFRIC 1 Changes in Existing Decommissioning, Restoration
and Similar Liabilities 
IFRIC 2 Members' Share in Co-operative Entities and Similar
Instruments 
IFRIC 4 Determining Whether an Arrangement Contains a
Lease 
IFRIC 5 Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds 
IFRIC 6 Liabilities arising from Participating in a Specific
Market - Waste Electrical and Electronic Equipment 
IFRIC 7 Applying the Restatement Approach under PAS 29
Financial Reporting in Hyperinflationary Economies 
IFRIC 8 Scope of PFRS 2 
IFRIC 9 Reassessment of Embedded Derivatives 
Amendments to Philippine Interpretation IFRIC–9 and
PAS 39: Embedded Derivatives 
IFRIC 10 Interim Financial Reporting and Impairment 
IFRIC 11 PFRS 2- Group and Treasury Share Transactions 
IFRIC 12 Service Concession Arrangements 
IFRIC 13 Customer Loyalty Programmes 
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction 
Amendments to Philippine Interpretations IFRIC- 14, 

*SGVFS006282*
-5-

PHILIPPINE FINANCIAL REPORTING STANDARDS AND Adopted Not Not


INTERPRETATIONS Adopted Applicable
Effective as of December 31, 2013
Prepayments of a Minimum Funding Requirement
IFRIC 16 Hedges of a Net Investment in a Foreign Operation 
IFRIC 17 Distributions of Non-cash Assets to Owners 
IFRIC 18 Transfers of Assets from Customers 
IFRIC 19 Extinguishing Financial Liabilities with Equity
Instruments 
IFRIC 20 Stripping Costs in the Production Phase of a Surface
Mine 
SIC-7 Introduction of the Euro 
SIC-10 Government Assistance - No Specific Relation to
Operating Activities 
SIC-12 Consolidation - Special Purpose Entities 
Amendment to SIC - 12: Scope of SIC 12 
SIC-13 Jointly Controlled Entities - Non-Monetary
Contributions by Venturers 
SIC-15 Operating Leases - Incentives 
SIC-25 Income Taxes - Changes in the Tax Status of an Entity
or its Shareholders 
SIC-27 Evaluating the Substance of Transactions Involving
the Legal Form of a Lease 
SIC-29 Service Concession Arrangements: Disclosures. 
SIC-31 Revenue - Barter Transactions Involving Advertising
Services 
SIC-32 Intangible Assets - Web Site Costs 

*SGVFS006282*

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