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APC GROUP INC.

April 16, 201 2

DISCLOSURE DEPARTMENT
PBlLIPPINE STOCK EXCHANGE, INC.
4th Floor, Philippine Stock Exchange Centre

Exchange Road, Ortigas Center, Pasig City

Attention: Ms. Janet A. Encarnacion


Head. Disclosure Department

Gentlemen:

We hereby submit the Annual Report of APe Group, Inc. under SEC Form 17-A for the calendar
year ended December 31, 20 11.

We trust the foregoing is in order.

Vityours,
Bernardo D. Lim
EVP/CFO

10th Floor, PhilCom Building


8755 Poseo de Roxas, Makoti City
Metro Manila , Philippines
Tels.: (632) 845-0614
(632) 845-0620
Fax No. : (632) 845-0259
Webs ite : www.apcaragorn.com
COVER SHEET

IAlslo1913 1-181112171
s. E. C. Registration Number

t N IC
l . I f" I· I IlJ
I I I I I I I
I I I I I I I
I I I j I I I
(Company's Full Name)

I 1 I 0 ITH I I F I L I 0 I 0 I R I I p I HI I I L I C I 0 I M I I B I U I I I L I D I I I N I G I

IMIAIKIAITIII ICIliTlyl I I I I I I I I
(Business Address: No. Street CityfTown/province)

MONETIE T. CRUZ 845-0614


Contact Person Company's Telephone Number
SEC
1 1 1 2 j 1 3 I 1 1 FORM 17-A 1 0 16 1 @.:J:IJ
Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

Secondary License Type, If Applicable

Dept. Requiring this Doc. Amended Articles Number/Section

Total r~umber of Stockholders Domestic Foreign

To be accomplished by SEC Persow'/ el concerned

LC U

Cashier

STAMPS

Remarks =Pis. lJse brack ink for scanning purposes


SECURITIES AND EXCHANGE COMMISSION

SEC 17-A REPORT

ANNUAL REPORT PURSUANT TO SECTION 11


OF THE REVISED SECURITIES ACT AND SECTION 141
OF CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended 2011

2. SEC Identification Number ASO93-008127 3. BIR Tax Identification No. 002-834-075

4. Exact name of registrant as specified in its charter APC Group, Inc.

5. PHILIPPINES 6. _________(SEC Use Only)


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

7. 10TH FLOOR, PHILCOM BUILDING


8755 PASEO DE ROXAS, MAKATI CITY
Address of principal office Postal Code 1226

8. 845-0614; 845-0620; 845-0621; 845-0634 (Area Code 632)


Registrant’s telephone number, including area code

9 NA
Former name, former address, and former fiscal year, if changed since last report

10. Securities registered pursuant to Section 4 and 8 of the RSA

Number of Shares of Common Stock


Title of Each Class Outstanding and Amount of Debt Oustanding

Common Stock 7,511,809,999 shares

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

Yes ( x ) No ( )

12. Check whether the registrant

(a) has filed all reports required to be filed by Section 11 of the Revised Securities Act (RSA)
and RSA rule 11 (a)-1 thereunder and Sections 26 and 141 of the Corporation code of the
Philippines during the preceding 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 ( )

13. Aggregate market value of the voting stock held by non-affiliates: P


= 2,730,793,241
2

TABLE OF CONTENTS

Page No.

PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business............................................................................................. 3
Item 2. Property…………………………………………………………….. 7
Item 3. Legal Proceedings.................................................................................. 8
Item 4. Submission of Matters to a Vote of Security Holders.......................…. 8

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity and


Related Stockholders Matters..............................................................… 8
Item 6. Management’s Discussion and Analysis or
Plan of Operation..................................................................................… 9
Item 7. Financial Statements.............................................................................… 14
Item 8. Changes in and Disagreements With Accountants
and Financial Disclosure......................................................................… 14

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Registrant.............................…. 15


Item 10. Executive Compensation.....................................................................…. 18
Item 11. Security Ownership of Certain Beneficial Owners
and Management...................................................................................… 19
Item 12. Certain Relationships and Related transactions...................................…. 20

PART IV - CORPORATE GOVERNANCE 21

PART V - EXHIBITS AND SCHEDULES

Item 13. Reports on SEC Form 17-C ........................................................................... 21

SIGNATURES................................................................................................................… 22

AUDITED CONSOLIDATED FINANCIAL STATEMENTS------------------------------ 23


3

PART I – BUSINESS AND GENERAL INFORMATION

Item 1. Business

Description of Business

APC GROUP, INC. (APC or the Company) was registered with the Securities & Exchange Commission
(SEC) on October 15, 1993 for the primary purpose of engaging in oil and gas exploration and
development in the Philippines. The Company’s shares of stock were approved for listing with the Manila
Stock Exchange on February 16, 1994. The Company is 46.59% owned by Belle Corporation, another
publicly-listed company.

SEC approved the increase in its authorized capital stock from = P800.0 million to P =1.8 billion on December
29, 1995. The Articles of Incorporation were amended decreasing the number of directors from fifteen (15)
to thirteen (13) and expanding the denial of pre-emptive right to include issuances of the Company’s capital
stock from increases in the original authorized capital stock. In line with its diversification efforts and plans
to engage in its secondary purposes, the name of the Company was changed from Asian Petroleum
Corporation to APC Group, Inc.

On October 16, 1996, the stockholders of APC approved another increase in authorized capital stock from
=1.8 billion to P
P =20.0 billion in order to finance the Company’s new projects and investments. Of the
increase in authorized capital stock, =
P6,439.0 million shares were subscribed at P
=0.014 per share through
private placements.

The stockholders also approved the classification of shares into common and preferred in order to give the
Company flexibility in sourcing for funds. On April 30, 1997, the Securities and Exchange Commission
approved the change of the Company’s primary purpose from oil and gas exploration to that of a holding
company. Further, the par value of the Company’s shares was increased from P
=0.01 to =
P1.00 per share.

In 2007, the Parent Company and Belle agreed that the advances of APC from Belle amounting to =
P3,675.0
million will be offset against subscription receivable from Belle. This is explained in Note 15 of the
audited consolidated financial statements.

In 2005, the Parent Company created new companies, namely, Aragorn Power and Energy Corporation
(APEC), Aragorn Coal Resources, Inc (Aragorn Coal) and APC Mining Corporation (APC Mining). These
companies were established in line with the government’s thrust in developing the country’s energy and
mining sectors. The prospects in these industries are bolstered by the government’s decision to open up
this sector to foreign investors. Thus, APC will concentrate in energy resource exploration and
development and pursue mining activities. The government’s thrust to encourage investments in these
sectors augurs well with the Company’s investment direction.

APC has investments in energy related projects, mining and manpower outsourcing businesses,
telecommunications (now a minority shareholder) and a cement project.

APC has a fully-owned subsidiary engaged in cleaning and manpower outsourcing services (EGSI).

APC has a minority participation (used to be 74% ownership) in Philippine Global Communications, Inc.
(Philcom), a telephone company.

Competition

Likewise, EGSI is in very competitive environment as there are plenty of companies offering the same
services. But EGSI manages to stay competitive by offering quality services. EGSI is able to maintain
market leadership together with the big names such as Superior Maintenance Services and City Services.
4

Customers

Among the big customers of the service company are the Asian Development Bank, ABS-CBN, Unilab,
6750 APMC and Market Market. It also provides in-house services to affiliates such as Belle Corporation,
Tagaytay Highlands, Philcom and the SM Malls.

Suppliers

EGSI sources its cleaning supplies from local suppliers.

Employees

APC Group and subsidiaries had a total of 2,427 employees as of December 31, 2011 as follows:

APC Parent 6
APC Mining Corporation 3
Aragorn Power and Energy Corporation 2
Environment and General Services, Inc. 2,416

Out of the total workforce of EGSI of 2,416 employees, 212 are members of a union. The current CBA
took effect on June 1, 2009 and will expire on May 31, 2014.

Risks

Environment and General Services, Inc. (EGSI)

As reported in last year’s annual report, the risk of losing clients because of cost considerations has
remained a major threat to the Company. Measures to address these risks are being instituted such as more
intensive training to staff in order to further improve quality of service, being responsive to clients’ needs
and reduction in costs. The Company is also active in getting more clients.

APC Mining Corporation

The Company has been judicious in spending its resources for exploration work particularly in areas with
intense environmental activism and anti-mining stance. Investors are also being sought to finance
exploration projects to minimize financial exposure. Also, areas with low potentials and where mining
activities are strictly banned will be dropped.

Aragorn Coal Resources, Inc.

The Company has two existing Coal Operating Contracts signed in January 2007. In order to minimize
risk, the Company will invite joint venture partners to further explore and eventually operate the coal
projects.

SUBSIDIARIES

Aragorn Power and Energy Corporation

APEC is still in the pre-operating stage. It was established to engage in energy resource exploration and
development.
5

Kalinga Apayao Geothermal Service Contract. In September2008, APEC was granted a Geothermal
Service Contract (GSC) by the Department of Energy located in the Province of Kalinga. The GSC was
granted after a Certificate Precondition from the National Commission of Indigenous Peoples (NCIP),
covering a major portion of the geothermal service area, was secured. To-date, the consent of nine out of
eleven ancestral domains has been secured covering 85% of the geothermal service contract area. The GSC
was converted into a Geothermal Renewable Energy Service Contract (GRESC) in late March 2010 to avail
of the incentives provided under the Renewable Energy Act of 2008.

In November 2010, the Company and its partner Guidance Management Corporation (GMC) forged a
partnership with Chevron Geothermal Philippines Holdings, Inc. (Chevron) in exploring and developing
the geothermal area. The parties signed a Farm-in and Joint Venture Agreement which gives the Company
and GMC the option to take an equity position of up to 40% in the geothermal project. Under the
agreement, Chevron will be responsible for the exploration, development and operation of the steam field
and power activities. The project involves the development of steam fields that can generate around 100
megawatts (MW) in new capacity, providing an additional source of clean, indigenous and reliable
baseload power to the Luzon grid. A 100 MW geothermal project will approximately cost US$300 million.
Being a Renewable Energy Service Contract, this will be the first major international investment in the
country under the Renewable Energy Act of 2008. .

Under the Renewable Energy (RE) Act of 2008, a foreign company can own majority interest in an RE
company provided the Service Contract is converted into a Financial and Technical Assistance Agreement
(FTAA). The application for an FTAA has been filed with the Department of Energy.

The resumption of the Magneto Telluric (MT) survey is scheduled for early May 2012 which forms part of
Sub-Phase 2 (Geophysical Survey) of the Work Program under the GRESC. The MT survey was started in
April 2011 but because of access problems and the onset of the rainy season, the survey was suspended.

Sub-Phase 3 (Drilling of Exploratory wells) of the exploration work program will be started by the fourth
quarter of 2013. The exploration wells will take about eight months to complete or up to 2nd quarter of
2014. If the results of the exploration wells prove positive, construction of the power plant will then be
started.

PRC-MAGMA Energy Resources Inc.

In March 2010, the Geothermal Renewable Energy Service Contract (GRESC) for Bontoc (Mainit)-
Sadanga in Mountain Province and Buguias-Tinoc in Benguet and Ifugao Provinces were awarded to PRC-
MAGMA Energy Resources Inc., to which the Company has a 33% equity interest. Remote sensing
studies and re-evaluation of previous studies were conducted which highlighted potential geothermal
prospect areas that warrant further investigation. Interpretations of processed Shuttle Radar Topology
Mission (SRTM) Imageries are ongoing.

The Bontoc (Mainit)-Sadanga Geothermal Project has a total area of 58,911 hectares. It has a power
generation potential of 60-100 MW. From the initial investigations, two volcanic centers representing two
separate geothermal reservoirs are possibly present. This GRESC area is located south-southwest of the
Kalinga GRESC of APEC.

The Buguias-Tinoc GRESC has a total area of 35,424 hectares covering two (2) municipalities of Benguet
Province as well as two (2) municipalities of Ifugao Provinces. It also has a power generation potential of
60-100MW. Previous studies involving resistivity surveys identified a clear low resistivity anomaly
encompassing an approximately 7.5 sq. km. in Tukukan area which coincided with the occurrence of
thermal manifestations. Present data suggest a highly prospective geothermal reservoir.

Due to delays in securing the Certificate Precondition from the NCIP, the Company has requested for an
extension of the exploration program for the two service areas that expired on March 24, 2012.
6

Aragorn Coal Resources, Inc.

The Company has two (2) Coal Operating Contracts (COC’s) signed in January 2007 located in Isabela
and Masbate consisting of two blocks each. One block is equivalent to one thousand (1,000) hectares.

Exploration activities have been conducted in Masbate and Isabela. So far, nine (9) drill holes have been
completed in Masbate and three (3) in Isabela. Drillings in Masbate confirmed the presence of deposit of
high grade coal. Further exploration and development acitivities in Masbate have been put on hold because
of huge resources required. The Company is now looking for a partner/investor to pursue and finance the
project. The drilling work program in Naguilian, Isabela was held in abeyance because of the anti-mining
advocacy of the local government units.

The COC in Isabela and Masbate expired in 2010. The Company is now seeking the renewal of the
exploration permit in Isabela. For the Masbate COC, the Company is now completing reportorial
requirements to the DOE to convert the COC from exploration to development and production.

APC Mining Corporation

APC Mining is still in the pre-operating stage. It has an exploration permit in Misamis Oriental and
applications for exploration permits in Zambales and Palawan, which are areas proven to contain chromite
and nickel deposits. APC Mining plans to apply for a Mineral Production and Sharing Agreement with the
Department of Environment and Natural Resources (DENR) in these areas once it is proven that the
reserves are in commercial quantities. The applications cover a total of around 29,000 hectares. Some
applications for exploration permits expired in 2011. Requests for extension have been made. Some
applications will likely be dropped in 2012.

Alubijid, Misamis Oriental

The mining claim in Alubijid is the most promising among the mining areas applied for by the Company.
The Company is seeking prospective partners to develop the property. The area has been explored and
evaluated by the company’s technical group as a potential copper and nickel project. The Exploration
Permit was awarded to APC Mining in March 2010 by the DENR. Exploration of the project will start
once interested parties/investors are engaged.

Zambales

APC Mining has two applications for exploration permits in this region with chromite and nickel as the
prime targets. Similar to Alubijid, the Company is seeking for partners to develop the area.

Palawan

In 2009, the province of Palawan declared a moratorium against any exploration or mining development.
As such, all of the seven exploration permit applications are on hold. Some applications will be dropped as
mentioned earlier. Nickel laterite and chromite deposits are known to be present in these areas.
7

Environment and General Services, Inc.

APC has a fully-owned subsidiary engaged in cleaning and manpower outsourcing services (EGSI).

Revenues of EGSI in 2011 amounted to = P345.4 million compared to = P303.4 million in 2010 or an increase
of =
P41.6 million. The increase in revenues was due to more manpower deployment and the increase in daily
minimum wage from = P382/day to = P404/day effective July 1, 2010 billed to clients. Manpower postings
increased by 27% to 2,362 in 2011. Net loss in 2011 amounted to P =3.4 million compared to P
=2.5 million in
2010. The net loss in 2011 was basically due to increase in cost of services.

Revenues will improve in 2012 because of an Administrative Order from the Department of Labor and
Employment pegging the minimum mark-up on service contracts to 10% effective December 5, 2011.
Previous mark-up ranged from 2.5% to 10%.

OTHER SUBSIDIARIES

APC Cement Corporation was established to engage in the manufacture of cement. The cement plant
was envisioned to manufacture 1.5 million tons of cement a year. The company has two (2) Mineral
Production and Sharing Agreements (MPSA) with the DENR-MGB covering more than 1,000 hectares of
land containing limestone deposits. The project is located in the Municipality of Ginatilan in Southern
Cebu.

From November 2010 up to April 2011, thirteen (13) holes were drilled covering an area of approximately
29 hectares. Proven and probable reserves in the drilled area are sufficient to supply the limestone
requirement of the cement plant for more than 50 years.

A Revised Feasibility Study for a 1.5 million Metric Tons Cement Project was prepared in July 2011. The
study concluded that the cement project is financially viable offering an attractive rate of return.
Management is currently seeking for prospective partners.

The Environmental Clearance Certificate (ECC) for the cement plant and port development are now in the
process of renewal. The original ECCs expired several years ago.

APC Properties, Inc. was established to engage in the importation, storage and sale of cement. It owns a
5,317 square meters lot in Smokey Mountain where two (2) cement silos were envisioned to be constructed
in partnership with a foreign company. The project was discontinued because of the Asian financial crisis
and the glut in cement supply. The land has been leased out starting in early 2006.

Item 2. Property

Description of Property
Company/Owner Location Description
APC Group, Inc. Ginatilan & Malabuyoc, Bo. Mining claims covered by
Guiwanon, Cebu City MPSA No. 100-97-VII and
MPSA No. 101-97 -VII
with total area of 1,052
Hectares

Land purchased totaling 153


hectares
8

APC Properties, Inc. Manila Harbour Center- Central 5,317sq.m. of land situated at
Business District, Balut Tondo Smokey Mountain Reclamation
Manila Area.

Item 3. Legal Proceedings.

There are no legal proceedings against the Company.

Item 4. Submission of Matters to a Vote of Security Holders

(A) At the Annual Stockholders’ Meeting held on June 16, 2011, the following were re- elected as
Directors: Willy N. Ocier, Jerry S. Tiu, Jose T. Gabionza, Jose Ben R. Laraya, Manuel A.
Gana, Bernardo D. Lim and Edmundo L. Tan. Four additional elected Directors were Rogelio
R. Cabunag, Arthur S. Sy, Elizabeth Anne C. Uychaco and Virginia A. Yap. Jose Ben R.
Laraya, Jerry S. Tiu and Jose T. Gabionza were elected independent directors.

There were no other nominees as there were seats to be filled.

(B) The following matters were approved unanimously:

• Minutes of the 2010 Annual Stockholders’ Meeting


• 2010 Operations and Results and Financial Statements
• Ratification of all acts and Proceedings of the Corporation’s Board of Directors,
Executive Committee and Management
• SyCip Gorres Velayo & Company to be retained as the Company’s external auditor

(C) APC Group, Inc. submitted SEC Form 17-C on the same matters stated herein.

PART II. OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant’s Common Equity and Related Stockholders Matters.

(a) Market Price of and Dividends on Registrant’s Common Equity and related Stockholders
matters.

(1) Market Information

(A) The principal market where the registrant’s common equity is traded is the
Philippine Stock Exchange.

The high and low sales prices for each quarter within the last two fiscal years of
registrant’s common shares as quoted on the Philippine Stock Exchange are as follows:
9

Quarter 2011 2010


High Low High Low
First Quarter .97 .67 .66 .30
Second Quarter .79 .68 .62 .48
Third Quarter .75 .43 .82 .44
Fourth Quarter .74 .49 .89 .62

(2) Holders

(A) As of December 31, 2011. Registrant had 631 shareholders. On the said date, the
following were the Top 20 Shareholders.

No. of Shares Held* Percentage


to Total
1. Belle Corporation 3,500,000,000 46.59
2. PCD Nominee Corporation – Filipino 2,286,681,902 30.44
3. Dominion Equities, Inc 340,000,000 4.53
4. Compact Holdings, Inc. 281,000,000 3.74
5. Integrated Holdings, Inc. 180,000,000 2.40
6. Elite Holdings, Inc. 168,500,000 2.24
7. Parallax Resources, Inc. 165,622,334 2.20
8. PCD Nominee Corporation-Non-Filipino 115,101,463 1.54
9. Equinox International Resources Corp. 100,000,000 1.33
10. Richold Investor Corporation 100,000,000 1.33
11. Gilt-Edged Properties, Inc. 68,616,665 0.91
12. Headland Holdings Corporation 55,500,000 0.74
13. Eastern Sec. Dev. Corp. 23,869,114 0.32
14. Lim Siew Kim 18,000,000 0.24
15. Tak Chang Investments Co., Ltd. 18,000,000 0.24
16. Coscolluela, William V. 10,000,000 0.13
17. Reyes, Vicente O. ITF:Peter Paul Phil. Cor 8,332,000 0.11
18. Dharmala Sec. (Phils), Inc. 5,050,000 0.07
19. Singson, Evelyn R. ITF: Gilt-Edged Prop. 3,933,333 0.05
20. Corporate Inv. Phils., Inc. 3,000,000 0.04

* At par value of P1.00 per share

(B) N.A.

(3) Dividends
(A) None.

(C) The ability to pay dividends depends on the availability of retained earnings.

(4) Recent Sales of Unregistered Securities.

N.A.
10

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

2011 compared to 2010

Income Statement

Service fees in 2011 amounted to P =345.0 million, an increase of = P41.6 million from =P303.4 million in
2010. As mentioned earlier, the increase was due to the increase in service revenues of EGSI resulting from
more manpower deployment and the increase in daily minimum wage.

Cost and expenses increased by P


=48.8 million from =
P316.7 million in 2010. The increase was a result of
higher salaries of EGSI personnel because of more deployment and increase in minimum wage as
mentioned above.

Gain on sale of available for sale financial assets amounted to =P38.5 million in 2011 representing the sale
of Belle shares by Primary Data. The same was previously taken up as unrealized gain in 2010 reflected
under other comprehensive income.
An additional provision for impairment of deferred exploration costs and mining rights of P =17.5 million
was made. This resulted in the increase of provision for impairment on the deferred exploration costs of
APC Mining Corporation and Aragorn Coal from = P7.3 million in 2010 to P
=24.7 million in 2011.

Fair value gain on investment properties amounted to =


P.05 million in 2011 representing the increase in the
value of property located in Cebu for the cement project. This compares with fair value gain of P =13.7
million in 2010.

Net income in 2011 amounted to P


=5.0 million compared to a net loss of =
P4.6 million in 2010.

Other comprehensive loss amounted to =P36.5 million in 2011 compared to other comprehensive income of
P38.4 million in 2010. The loss basically is a reversal of the unrealized mark-to-market gain taken up in
=
2010 as mentioned above.

With the above, total comprehensive loss amounted to P


=31.6 million in 2011 compared to comprehensive
income of =
P33.8 million in 2010.

Balance Sheet

Current assets amounted to P =156.1 million as of December 31, 2011 compared to P =181.4 million as of
December 31, 2010. The decrease of P =25.3 million was due to the sale of available for sale financial assets
-P=46.2 million and decrease in cash to fund operating and exploration expenses – P =2.0 million, partially
offset by the increase in trade and other receivables – =
P17.1 million and increase in creditable withholding
taxes and other current assets of EGSI – P
=5.8 million

Non-current assets decreased by P =4.5 million from =P423.7 million as of December 31, 2010 to P =419.2
million as of December 31, 2011. The decrease was due to the impairment in mining rights – P =16.9
million, partially offset by the increase in investment property due to additional purchases of land –
P4.4million, increase in available-for-sale financial assets due to fair market valuation – P =2.5 million,
increase in deferred tax assets of EGSI – =
P2.0 million, increase in deferred exploration costs – P
=1.9 million
and increase in investments and advances – = P1.5 million.

=5.3 million from =


Current liabilities increased by P P204.9 million as of December 31, 2010 to = P210.2
million as of December 31, 2011. The increase was basically due to the increase in trade payable of EGSI
11

Non-current liabilities decreased by = P3.6 million from P =107.4 million as of December 31, 2010 to P
=103.8
million as of December 31, 2011. The decrease was due to the reversal of deferred tax liability of APC
Parent – =
P7.5 million, partially offset by the increase in accrued retirement costs – P
=4.2 million.

Thus, stockholder’s equity decreased to =


P261.3 million as of December 31, 2011 from P
=292.8 million as of
December 31, 2010 or by P =31.6 million

Below are the key performance of the Company and its majority- owned subsidiaries

2011 2010
EBITDA Earnings before interest, tax,
depreciation and amortization (P
=6.4) million (P
=9.0) million
Current ratio Current assets over current
liabilities 74.3% 88.5%
Return on assets Net income (loss) over total
assets 0.9% (0.8%)
Stockholders’ Stockholders’ equity over total
equity ratio assets 45.4% 48.4%
Debt to equity Total liabilities over
ratio stockholders’ equity 120.2% 106.6%

The Company does not foresee any cash flow problems during the next twelve months. The Company has
enough cash to meet cash requirements in 2011.

The Company has no off-balance sheet transactions.

As of December 31, 2011, except for what have been mentioned in the preceding, there were no material
events or uncertainties known to management that had a material impact on past performance, or that
would have a material impact on the future operations, in respect of the following:

(B) Known trends, demands, commitments, events or uncertainties that would have a
material impact on the company;
(C) Material commitments for capital expenditure;
(D) Known trends, events or uncertainties that are expected to have a material impact on
revenues from continuing operations;
(E) Significant elements of income or loss that did not arise from the Company’s
continuing operations aside from those mentioned in this report;
(F) Seasonal aspects that had a material impact on the company’s results of operations;
and
(G) Material changes in the financial statements of the Company from the year ended
December 31, 2010 to December 31, 2011.

2010 compared to 2009

Income Statement

Service fees in 2010 amounted to P


=303.4 million, a increase of P
=6.3 million from P =297.1 million in 2009.
The increase was due to the increase in service revenues of EGSI resulting from the increase in daily
minimum wage from = P382/day to =
P404/day effective July 1, 2010 billed to clients.

Cost and expenses increased by P =4.6 million from P


=312.1 million in 2009. The increase was a result of
higher salaries of EGSI personnel as mentioned above.
12

Fair value gain on investment properties amounted to =


P13.7 million in 2010 representing the increase in the
value of property located in Cebu for the cement project. This compares with fair value gain of P =32.8
million in 2009 or a decrease of =
P19.1 million

The foregoing income were partially offset by the decrease in 2010 of interest and other income by P
=3.8
million and provision for unrecoverable deferred exploration activities of P
=7.3 million.

Thus, net loss from continuing operations amounted to P


=3.3 million in 2010 compared to a net income of
P38.5 million in 2009.
=

Other comprehensive income amounted to P =38.4 million in 2010 and P


=19.4 million in 2009 representing
unrealized gain on investments in stocks.

With the above, total comprehensive income amounted to =


P33.8 million in 2010 and =
P53.6 million in
2009,.or a decrease of =
P19.7 million.

Balance Sheet

Current assets amounted to P =181.4 million as of December 31, 2010 compared to P =187.3 million as of
December 31, 2009. The decrease of P =5.9 million was due to the decrease in cash to fund operating and
exploration expenses- P =25.2 million, investment in PRC-Magma Energy Incorporated (PRCM) – P =25.0
million, advances made in relation to the acquisition of two geothermal service area – = P11.0 million,
partially offset by the increase in trade receivable of EGSI – P =8.2 million, increase in market value of
available for sale financial assets - P
=31.9 million and increase in creditable withholding taxes and other
current assets of EGSI- P
=5.6 million.

Non-current assets increased by P =53.9 million from P =369.9 million as of December 31, 2009 to P =423.7
million as of December 31, 2010. The increase was basically due to the increase in investments – P24.8
million, increase in market value of investments in stocks - P =6.5 million, increase in the value of
investment properties located in Cebu and Harbour Center in Manila - P =13.7 million, and increase in other
non-current assets consisting basically of deferred exploration costs – P
=9.2 million.

Current liabilities increased by P


=8.2 million from =
P196.7 million as of December 31, 2009 to = P204.9
million as of December 31, 2010. The increase was basically due to the increase in trade and notes payables
of EGSI.

Non-current liabilities increased by P


=5.9 million from P=101.4 million as of December 31, 2009 to P =107.4
million as of December 31, 2010. The increase was due to the increase in accrued retirement –
=4.0 million, increase in other non-current liability – P
P =1.1 million and increase in deferred tax liability –
=.8 million.
P

Thus, stockholders’ equity increased to =


P292.8 million as of December 31, 2010 from =
P259.0 million as of
December 31, 2009 or an increase of =P33.8 million.
13

Below are the key performance of the Company and its majority- owned subsidiaries

2010 2009
EBITDA Earnings before interest, tax,
depreciation and amortization (P
=9.0) million =40.7million
P
Current ratio Current assets over current
liabilities 88.5% 95.2%
Return on assets Net income (loss) over total
assets (0.8%) 6.1%
Stockholders’ Stockholders’ equity over total
equity ratio assets 48.4% 46.5%
Debt to equity Total liabilities over
ratio stockholders’ equity 106.6% 115.1%

2012 Plan of Operation

The Company will focus on the following directions in 2012:

1 Continue with the development of its geothermal resources. Pursue the exploration work program
for the Kalinga project. Complete all the geophysical survey in 2012 in preparation for the
drilling of exploration wells in 2013.

Secure the consent of the indigenous peoples in the the two geothermal resources
located in Mountain Province and Benguet for eventual farm out.

2 Continue to pursue the cement project in Cebu. The Company will continue with its landbuying
activities. The Environmental Compliance Certificate will be renewed to add value to the project
and make it attractive to a potential investor/partner.

3 Pursue the promising mining tenements such as the one in Misamis Oriental with an existing
Exploration Permit. Continue to conduct exploration work in partnership with an investor.

4 Dispose of non-core businesses.


14

Item 7. Financial Statements

The audited Financial Statements and Supplementary Schedules for the year 2011 are filed as part of this
Form 17A.

APC GROUP AND SUBSIDIARIES


INDEX TO CONSOLIDATD FINANCIAL STATEMENTS AND
SUPPLEMENTARY SCHEDULES

FORM 17-A, Item 7


Page No.
Consolidated Financial Statements

Statement of Management’s Responsibility for Financial Statements Report


Report of Independent Auditors
Consolidated Statement of Financial Position as of December 31, 2011 and 2010 CSFP
Consolidated Statements Comprehensive Income
for the years ended December 31, 2011, 2010 and 2009 CSCI
Consolidated Statements of Changes in Equity
for the years ended December 31, 2011 and 2010 CSCE
Consolidated Statements of Cash Flows
for the years ended December 31, 2011, 2010 and 2009 CCFS
Notes to Consolidated Financial Statements

Supplementary Schedules

Report of Independent Auditors on Supplementary Schedules


Annex 68-E
A. Financial Assets Attached
B. Amounts Receivable from Directors, Officers, Employees, Related
Parties and Principal Stockholders (Other than Affiliates) Not Applicable
C. Amount Receivable from Related Parties which are Eliminated during
theConsolidation of Financial Statements Attached
D. Intangible Assets and Other Assets Attached
E. Long-term Debt Not Applicable
F. Indebtedness to Related Parties (Long-term Loans from Related
Companies) Not Applicable
G. Guarantees of Securities of Other Issuers Not Applicable
H. Capital Stock Attached
Additional Components
i) List of Philippine Financial Reporting Standards effective as of
December 31, 2011 Attached
ii) Map of Relationships of the Companies within the Group Attached

Item 8. Changes in and Disagreement with Accountants on Accounting and Financial Disclosures

No principal accountant or independent accountants of the registrant has resigned, was dismissed or has
ceased to perform services during the two (2) most recent fiscal years or any subsequent interim period.

There have been no disagreements with any accountant or any matter of accounting principles or practices,
financial statement disclosure or auditing scope of procedure.
15

PART III CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Registrant

All incumbent directors, elected on June 16, 2011 are to serve for a term of one (1) year until their
successors shall have been duly elected and qualified. The names and ages of

Directors and the executive officers of the Registrant are:

Name Age/yrs. Position Nationality

Willy N. Ocier 55 Chairman, President & Filipino


CEO
Bernardo D. Lim 64 Director / Chief Finance Filipino
Officer
Edmundo L. Tan 66 Director / Corporate Filipino
Secretary
Jerry Tiu 50 Director-independent Filipino
Jose T. Gabionza 49 Director Filipino
Manuel A. Gana 54 Director Filipino
Tomas D. Santos 60 Director-independent Filipino
Arthur A. Sy 43 Director Filipino
Elizabeth Anne C. 56 Director Filipino
Uychaco
Virginia A. Yap 61 Director Filipino
Rogelio R. Cabunag 64 Director Filipino

The Company’s Board of Directors are vested by the by-laws of the Company over-all responsibility for
the management of the Company’s business. The Board of Directors elects the executive officers of the
Company. The composition of the Board of Directors and the incumbent executive officers of the Company
are as follows:

MEMBERS OF THE BOARD

Willy N. Ocier
Chairman, President & Chief Executive Officer

Mr. Willy N. Ocier is the Chairman and President of Pacific Online Systems Corporation (1999 up to
present). He is also Chairman of Philippine Global Communications, Inc. (2000 up to present), Sinophil
Corporation and Tagaytay Midlands Golf Club, Inc. and Co-Vice Chairman of Belle Corporation and
Highlands Prime, Inc, and Vice Chairman of Tagaytay Highlands International Golf Club, Inc. He is also a
Director of iVantage Corporation (since 1999). He was formerly the President and Chief Operating Officer
of Eastern Securities Development Corporation.
Mr. Ocier holds a degree in Bachelor of Arts in Economics from the Ateneo de Manila University.

Mr. Ocier has been a Director of APC in since 1999.


16

Bernardo D. Lim
Chief Finance Officer and Director

Mr. Bernardo D. Lim is a Director of Philippine Global Communications, Inc. (2005 up to present) Before
he joined APC Group, Mr. Lim was General Manager for Finance of P.T. Bakrie Sumatra Plantations in
Indonesia. He assumed various positions in the firms he joined earlier: Vice President for Finance and
Administration of Westinghouse Asia Controls Corporation and Cellophil Resources Corporation; Vice
President and Treasurer of Atlantic Gulf & Pacific Company of Manila and AG&P Industrial Corporation;
Vice President for Finance of Trans-Philippines Investment Corporation; Treasurer of Fluor Daniel/AG&P,
Inc., Technoserve International Corporation, and Wire Rope Corporation of the Philippines. Mr. Lim was
also Controller of Philippine Iron Mines.
Mr. Lim holds a Bachelor of Science in Business Administration degree from the University of the
Philippines. He is a Certified Public Accountant.

Mr. Lim has been a Director since 2001.

Edmundo L. Tan
Corporate Secretary and Director

Atty. Edmundo L. Tan is a Director and the Corporate Secretary of APC Group, Inc. He serves as a
Director and Corporate Secretary of Philippine Global Communications, Inc. (2000 up to present) and
Aragorn Power & Energy Corporation (2005 up to present). He is currently a Director of BDO Leasing
and Finance, Inc. (2006 up to the present) and Sinophil Corporation (2001 up to the present). He serves as
a Corporate Secretary of Banco de Oro Unibank, Inc. (2007 up to the present), APC Mining Corporation
and Aragorn Coal Resources, Inc. (2005 up to the present). Atty. Tan is the Managing Partner of Tan, Acut
& Lopez Law Offices (1993 up to present). He was formerly the Chairman and President of EBC Strategic
Holdings Corporation and Chairman of EBC Investments, Inc. (2007-2009). He was formerly Senior
Partner in Ponce Enrile Cayetano Reyes & Manalastas Law Offices, a Partner in Angara Abello
Concepcion, Regala & Cruz Law Offices, and an Associate in Cruz Villarin Ongkiko Academia & Durian
Law Offices.

Atty. Tan graduated with a Bachelor of Arts degree (magna cum laude) from De La Salle College in
Bacolod City and a Bachelor of Laws degree from the University of the Philippines. He is a member of the
Integrated Bar of the Philippines, the International Law Association (Philippine Branch) and a Charter
Member of the Philippine Dispute Resolution, Inc.

Atty. Tan has been a Director since 2000.

Jerry C. Tiu

Mr. Jerry C. Tiu is an independent Director of the Company. He is a Director of Sinophil Corporation
(2006 up to present) and an independent Director of Philippine Global Communications, Inc. (2001 up to
present) He is the President of Tagaytay Highlands International Golf Club, Inc. (2001 up to present),
Tagaytay Midlands Golf Club, Inc. (2001 up present), Tagaytay Highlands Community Condominium
Association, Inc. and the Spa and Lodge at Tagaytay Highlands (2001 up present).

He holds a Bachelor of Science degree in Commerce from the University of British Columbia in Canada.

Mr. Tiu has been a Director since 1999.

Atty. Martin Israel L. Pison, no relation to the nominee, nominated Mr. Tiu.
17

Jose T. Gabionza

Mr. Jose T. Gabionza is an independent Director. He is presently the Vice President for Business Planning
and Special Projects of SM Development Corporation (1990 up to present). He is a director of SM Synergy
Properties Holdings Corporation (2006 up to present) and Sinophil Corporation (2006 up to present).

He graduated from the University of the East (cum laude) with a degree of Bachelor of Science in Business
Administration. He is a Certified Public Accountant.

Mr. Gabionza has been a Director since 2003.

Atty. Maritoni Z. Liwanag, no relation to the nominee, nominated Mr. Gabionza.

Manuel A. Gana

Mr. Manuel A. Gana is the Executive Vice President for Finance and Chief Financial Officer of Belle
Corporation. He is also the Executive Vice President for Finance and Chief Financial Officer of Sinophil
Corporation, as well as Director and Chief Financial Officer of Sinophil Leisure and Resorts Corporation,
as subsidiary of Sinophil. He joined Belle in 1997 as Vice President for Corporate Development and
Special Projects during which time he was also assigned as Vice President–Finance and Chief Financial
Officer of MagiNet Corporation, a subsidiary of Sinophil Corporation ( an affiliate of Belle}.

He is a Director of Pacific Online Systems Corporation (since December 2001) and Tagaytay Highlands
International Golf Club, Inc. Previously, he was a Director of Investment Banking at Nesbitt Burns
Securities Inc. in New York. He also previously worked for Bank of Montreal and Merrill Lynch Capital
Markets (both in New York), and for Proctor and Gamble Philippine Manufacturing Corporation.

Mr. Gana holds a Master of Business Administration degree from the Wharton School of the University of
Pennsylvania and degrees in Economics (Magna Cum Laude) and Accounting (Cum Laude) from the De
La Salle University. He is a Certified Public Accountant.

Mr. Gana has served as Director since 2001.

Tomas D. Santos

Mr. Santos replaces Mr. Jose Ben R. Laraya as a Director. He is the President of Irvine Construction
Corporation from 1994 to present. He is the owner of Shamu Marketing and the President of Filipino
Chinese Youth Volunteer Fire Department, Inc. from 2011 to present.

Mr. Santos holds a Bachelor of Science in Business Administration degree from the University of the East.

Rogelio R. Cabunag

Mr. Cabunag, Filipino, is the President and Director of Belle Corporation. He was the President and
Director of SM Development Corporation and Executive Vice President and Director of SM Synergy
Properties Holdings Corporation, prior to his retirement therefrom in 2011. Currently, he serves as a
Director of the following companies: Highlands Prime, Inc., Keppel Philippines Holdings, Inc., Premium
Leisure and Amusement, Inc., Tagaytay Highlands International Golf Club, Inc. and Sinophil. He has 42-
year experience in banking, finances and real estate development.

Arthur S. Sy

Mr. Sy, Filipino, is the Vice President, Corporate Legal Affairs of SM Investments Corporation and serves
as the Corporate Secretary of various corporations within the SM Group of Companies. He is also the
18

Corporate Secretary of the National University. He holds a Juris Doctor degree from the Ateneo de Manila
University and is a member of the New York Bar. He has been with the SM for the last 12 years.

Elizabeth Anne C. Uychaco

Elizabeth Uychaco, Filipino, is one of the Vice Chairpersons of Belle Corporation, a Director of Sinophil
and is the Senior Vice President, Corporate Services of SM Investments Corporation. She was formerly
Senior Vice President and Chief Marketing Officer of the Philippine American Life Insurance Company.
She was also Board Director of the Philamlife Call Center. Prior to that, she was Vice-President of Globe
Telecom, Inc. and was responsible for National and International Sales and Distribution as well as Retail
Marketing and Management of the Globe Business Centers. She was previously President of Fontana
Properties and Executive Vice President of Fontana Resort and Leisure Club. She was Director of Kuok
Properties and served as consultant of Shangri-La Mall and was seconded as Chief Executive Officer to
manage EPRC, a joint venture company. She also served as Director, Vice President and Managing
Director of Transnational Diversified Group. Ms Uychaco graduated from St,. Scholastica’s College in
1978 with Bachelor of Arts Degree. She obtained a Master’s Degree in Business Economics from the
Unversity of Asia and Pacific in 1988, and a Master’s Degree in Business Administration from the Ateneo
Business School in 1992.

Virginia A. Yap.

Ms. Yap, Filipino, holds key positions in the SM Group of Companies including being Treasurer of SM
Development Corporatio, and Vice President-Office of the Chairman of the Board of Directors of SM
Investments Corporation, SM Land, Inc. (formerly Shoemart, Inc.) and SM Retail, Inc. She is also
Treasurer of Highlands Prime Inc. since August 22, 2002 as well as member of the Board of Directors since
January 25, 2010, and a member of the Executive, Compensation and Remuneration, and Audit
Committees therein. She is also a director of Belle Corporation and a member of Belle’s Executive and
Nomination Committees. She holds a Bachelor of Science in Commerce (Major in Accounting) degree
from the University of Mindanao. She has been connected with the SM Group of Companies for the last
twenty-five years.

Family Relationships

 None

Involvement in Certain Legal Proceedings

The Company is not aware of any if the following events wherein any of its directors, nominees for election
as director, executive officers, underwriter or control person were involved during the past five(5) years:
(a) Any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that
time.
(b) Any conviction by final judgment in a criminal proceeding, domestic or foreign, or being subject
to a pending criminal proceeding.
(c) Any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending or otherwise limiting the involvement of any of the above persons in any type of
business, securities, commodities or banking activities; and,

(d) Any finding by a domestic or foreign court of competent jurisdiction(in civil action), the SEC or
comparable foreign body, or a domestic or foreign exchange or other organized trading market or
19

self regulatory organization, to have violated a securities or commodities law or regulation and the
judgment has not been reversed, suspended or vacated.

Item 10. Executive Compensation

(1) General

(A) All Compensation Covered


Except for executive officers included under the compensation table below, all other
executive officers and directors do not receive salaries.

2) Summary Compensation Table

(a) (b) (c) (d) (e)Annual Other


Name and principal position Year Salary (P
=) Bonus(P
=) Compensation Annual
Compensatio
n
Willy N. Ocier, Bernardo D. Lim 2010 1,900,000 None 1,900,000 90,000

All other directors and officers as a


Group unnamed 220,000

Willy N. Ocier, Bernardo D. Lim 2011 1,980,000 None 1,950,000 90,000

All other directors and officers as a 240,000


Group unnamed
Willy N. Ocier, Bernardo D. Lim 2012 1,980,000 None 1,950,000

All other directors and officers as a


Group unnamed 0 0 0 240,000

(3) Compensation of Directors

(A) Standard Arrangements.

Each director is entitled to a per diem of P


=5,000 per board meeting attended to cover
transportation expenses.

(B) Other Arrangements.

Eligibilityfor grant of options under the Registrant’s Stock Option Plan.

(4) Employment Contracts and Termination of Employment and Change-in Control Arrangements.

None.

(5) Warrants and Options Outstanding: Repricing

A. None. All outstanding options of all executive officers and directors and other stock options
expired in 1999.
20

(B) N.A.

Item 11. Security Ownership of Certain Beneficial Owners and Management

(1) Security Ownership of Certain Beneficial Owners

The table below shows the names of persons (including any “group”) who is known to the Registrant to be
directly or indirectly the record or beneficial owner of more than 10% of Registrant’s voting securities as of
December 31, 2010.

(1) Title of Class 2) Name and address of record owner (4)Amount and nature (5)
of record/beneficial Percent
ownership (indicate) of Class
Common shares Belle Corporation - 28th Fl., PSE 3,500,000,000 46.59
East Tower, Ortigas Center,Pasig
City
Common shares PCD Nominee Corporation 2,286,681,902 30.44
(Filipino)- Ground Fl., Makati Stock
Exchange Bldg., Ayala Ave., Makati
Common shares Dominion Equities, Inc.- 17/F /tower 340,000,000 4.53
1 Enterprise Center, Paseo de Roxas,
Makati City

(1) Security Ownership of Management

The following table shows the shareholdings of the following directors and officers as of December 31,
2011.

1) Title of Class (2) Name of (3) Amount and (4) Citizenship (5) Percent
Beneficial Owner nature of beneficial of Class
ownership(direct)
Common Stock Willy N. Ocier 310,001 Filipino -
-do- Jerry Tiu 1 Filipino -
-do- Bernardo D. Lim 1,000 Filipino -
-do- Edmundo L. Tan 1 Filipino -
-do- Jose T. Gabionza 1 Filipino -
-do- Manuel A. Gana 1 Filipino -
-do- Tomas D. Santos 1 Filipino -
-do- Arthur A. Sy 1 Filipino -
Elizabeth Anne C. 1 Filipino -
Uychaco
-do- Virginia A. Yap 1 Filipino -
-do- Rogelio R. Cabunag 1 Filipino -
Total 311,010

2. Voting Trust Holders of 10% or More

There is no party holding voting trust for 10% or more of APC’s voting securities.
21

3. Changes in Control

There is no arrangement which may result in a change in control of APC.

Item 12. Certain Relationship and Related Transactions

No director or executive officer or any member of their immediate family has, during the last two years,
had a direct or indirect material interest in a transaction or proposed transaction to which the Company was
a party.

PART IV – CORPORATE GOVERNANCE

APC submitted its Corporate Governance Manual to the Securities and Exchange Commission on August
30, 2002 in compliance with Memorandum Circular no. 2, Series of 2002. In the Organizational Meeting
of the duly elected Board of Directors held immediately after the Stockholders’ Meeting on May 17, 2010,
the new members of the Nomination Committee, Compensation and Remuneration Committee and Audit
Committee were elected.

The Company is not aware of any deviation from its Manual of Corporate Governance, by any of its
officers or employees. In compliance with SEC Memorandum Circular No. 12 dated August 18, 2009, the
Company submitted its Corporate Governance Scorecard on November 15, 2010.
.

PART V EXHIBITS AND SCHEDULES

Item 13. Reports on SEC Form 17-A and Exhibit

(a) Reports on SEC Form 17-C

The following SEC Form 17C report was filed during the last six months of 2011:

June 16, 2011 Election of Directors, Officers and members of the various
Committees.

(b) Exhibit
22

SIGNATURES

~ .' "

Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation Code,
this report is signed on behalf of the issuer by the undersigned, thereunto duly authorized, in the City of
on 2012

By:

Chairman, President & CEO

~-q-~
BERNARDO D. LIM EDMUNDO L. TAN
Chief Fi nance Officer Corporate Secretary

SUBSCRIBED AND SWORN to before me this


me their Passport, as follows:
daYllbz t l S~V2 affiants exhibiting to

NAMES PASSPORT. NO. DATE OF ISSUE PLACE OF ISSUE


Willy N.Ocier XX3725357 Manila
Bernardo D. Lim EB0379086 Manila
Edmundo L. Tan XX2380505

AT IZJR ,
NO T AR Y PU Li e FOR MAKATl CITY
UNTIL DE CEMBER 31. 2012
, ROL L OF W~plOO:,J4jJ091
MCLE CO MPLI ANCE NO. ID-00l4282
18P N(l 1'~ -1 1~5 -Ll F~TIME MEMBER
PTR NO. 31731 60, JAN. 2. 2012 MAKAT I CIT"
Doc. N o . - 4 . =
Page No.
Book No. _---tJ-PIr~_
Series of 2012:
APC GROUP INC.
CERTIFICATION

The undersigned, Mr. Bernal'do D. Lim, Executive Vice President and Chief Finance Officer of APC
Group, Inc., with business address at 101F Philcol11 Bldg., 8755 Paseo de Roxas, Makati City , do
solemnly swear and certify that:

• All matters set forth in the General Form for Financial Statements (GFFS) composed of 9
pages are true and correct to the best of my know1edge and that this Corporation has
complied with all the reportorial requirements provided under the Corporation Code of the
Philippines.

Executed this 12th day of April 2012 at Makati City.

By:

BERNARDO D. LIM
Executive Vice President and
Chief Finance Officer

Subscribed and sworn to before me this L~~ <Ay~;l~12012, affiant exhibiting to me his Passport No.
EB0379086 issued on June 11, 2010 in rtlanila. \ '

Doc. No. t{(f;


?f).
Page N o. :o;.t17' I/,\C O. Z Jh
NOTARY PUBLIC FOR MAKATI TY
Book No. -I'f- -
UNTIL DECEMB~R 31. 2012
Series 0[2012 ROLL OF ATTORNEY NO. 40091
MCLE COMPLIAN CE ~JO, ID .QO·14282
10th Floor, Phi ICom Building /BP NO 6~615~-U FTTI!ViF ; 'IEtvl ~ER
B755 Paseo de Roxas, Makoti City PTR NO, 317 316 0, JAN. 2,20 iZ /\1HI< AT I CITV
Metro Manila, Philippines
Tels.: (632) 845-0614
(632) 845-0620
Fax No.: (632) 845-0259
\A/.... l-. ... :'...... u,,~~., ro ................................... ,..,... .......
Control No.:
Form Type: GFFS (rev 2006)

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Balance Sheet
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A. ASSETS (A.1 + A.2 + A.3 + A.4 + A.5 + A.6 + A.7 + A.8 + A.9 + A.10) 575,324.00 605,119.00
A.1 Current Assets (A.1.1 + A.1.2 + A.1.3 + A.1.4 + A.1.5) 156,112.00 181,407.00
A.1.1 Cash and cash equivalents (A.1.1.1 + A.1.1.2 + A.1.1.3) 19,629.00 21,613.00
A.1.1.1 On hand 5,403.00 5,040.00
A.1.1.2 In domestic banks/entities 14,226.00 16,573.00
A.1.1.3 In foreign banks/entities
A.1.2 Trade and Other Receivables (A.1.2.1 + A.1.2.2) 97,961.00 80,952.00
A.1.2.1 Due from domestic entities (A.1.2.1.1 + A.1.2.1.2 + A.1.2.1.3 + A.1.2.1.4) 97,961.00 80,952.00
A.1.2.1.1 Due from customers (trade) 64,320.00 69,527.00
A.1.2.1.2 Due from related parties 125.00 138.00
A.1.2.1.3 Others, specify (A.1.2.1.3.1+A.1.2.1.3.2) 57,128.00 35,491.00
A.1.2.1.3.1 13,613.00 13,764.00
A.1.2.1.3.2 43,515.00 21,727.00
A.1.2.1.4 Allowance for doubtful accounts (negative entry) (23,612.00) (24,204.00)
A.1.2.2 Due from foreign entities, specify
(A.1.3.2.1 + A.1.3.2.2 + A.1.3.2.3 + A.1.3.2.4)
A.1.2.2.1
A.1.2.2.2
A.1.2.2.3
A.1.2.2.4 Allowance for doubtful accounts (negative entry)
A.1.3 Inventories (A.1.3.1 + A.1.3.2 + A.1.3.3 + A.1.3.4 + A.1.3.5 + A.1.3.6)
A.1.3.1 Raw materials and supplies
A.1.3.2 Goods in process (including unfinished goods, growing crops, unfinished
A.1.3.3 Finished goods
A.1.3.4 Merchandise/Goods in transit
A.1.3.5 Unbilled Services (in case of service providers)
A.1.3.6 Others, specify (A.1.3.6.1+A.1.3.6.2)
A.1.3.6.1
A.1.3.6.2
A.1.4 Financial Assets other than Cash/Receivables/Equity investments (A.1.4.1 + A.1.4.2 + 354.00 46,507.00
A.1.4.3 + A.1.4.4+A.1.4.5+A.1.4.6)
A.1.4.1 Financial Assets at Fair Value through Profit or Loss - issued by domestic - -
entities (A.1.4.1.1 + A.1.4.1.2 + A.1.4.1.3 + A.1.4.1.4 + A.1.4.1.5)
A.1.4.1.1 National Government
A.1.4.1.2 Public Financial Institutions
A.1.4.1.3 Public Non-Financial Institutions
A.1.4.1.4 Private Financial Institutions - -
A.1.4.1.5 Private Non-Financial Institutions
A.1.4.2 Held to Maturity Investments - issued by domestic entities
(A.1.4.2.1 + A.1.4.2.2 + A.1.4.2.3 + A.1.4.2.4 + A.1.4.2.5)
A.1.4.2.1 National Government
A.1.4.2.2 Public Financial Institutions
A.1.4.2.3 Public Non-Financial Institutions
A.1.4.2.4 Private Financial Institutions
A.1.4.2.5 Private Non-Financial Institutions

NOTE:
This general form is applicable to companies engaged in Agriculture, Fishery, Forestry, Mining, and Quarrying, Manufacturing, Electricity, Gas and
Water, Construction, Wholesale and Retail Trade, Transportation, Storage and Communications, Hotels and Restaurants, Real Estate, Community,
Social and Personal Services, other forms of production, and general business operations. This form is also applicable to other companies that do not
have industry-specific Special Forms. Special forms shall be used by publicly-held companies and those engaged in non-bank financial
Domestic corporations are those which are incorporated under Philippine laws or branches/subsidiaries of foreign corporations that are licensed
to do business in the Philippines where the center of economic interest or activity is within the Philippines. On the other hand, foreign corporations are
those that are incorporated abroad, including branches of Philippine corporations operating abroad.
Financial Institutions are corporations principally engaged in financial intermediation, facilitating financial intermediation, or auxiliary financial
services. Non-Financial institutions refer to corporations that are primarily engaged in the production of market goods and non-financial services.
Page 1
Control No.:
Form Type: GFFS (rev 2006)
GENERAL FORM FOR FINANCIAL STATEMENTS
NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Balance Sheet
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A.1.4.3 Loans and Receivables - issued by domestic entities:
(A.1.4.3.1 + A.1.4.3.2 + A.1.4.3.3 + A.1.4.3.4 + A.1.4.3.5)
A.1.4.3.1 National Government
A.1.4.3.2 Public Financial Institutions
A.1.4.3.3 Public Non-Financial Institutions
A.1.4.3.4 Private Financial Institutions
A.1.4.3.5 Private Non-Financial Institutions
A.1.4.4 Available-for-sale financial assets - issued by domestic entities: 354.00 46,507.00
(A.1.4.4.1 + A.1.4.4.2 + A.1.4.4.3 + A.1.4.4.4 + A.1.4.4.5)
A.1.4.4.1 National Government
A.1.4.4.2 Public Financial Institutions
A.1.4.4.3 Public Non-Financial Institutions
A.1.4.4.4 Private Financial Institutions 354.00 46,507.00
A.1.4.4.5 Private Non-Financial Institutions
A.1.4.5 Financial Assets issued by foreign entities: (A.1.4.5.1+A.1.4.5.2+A.1.4.5.3+A.1.4.5.4) - -
A.1.4.5.1 Financial Assets at fair value through profit or loss
A.1.4.5.2 Held-to-maturity investments
A.1.4.5.3 Loans and Receivables
A.1.4.5.4 Available-for-sale financial assets
A.1.4.6 Allowance for decline in market value (negative entry)
A.1.5 Other Current Assets (state separately material items) (A.1.5.1 + A.1.5.2 + A.1.5.3) 38,168.00 32,335.00
A.1.5.1 Creditable withholding taxes 28,787.00 23,100.00
A.1.5.2 Inventories at cost 2,127.00 3,320.00
A.1.5.3 Others 7,254.00 5,915.00
A.2 Property, plant, and equipment (A.2.1 + A.2.2 + A.2.3 + A.2.4 + A.2.5 + A.2.6 + A.2.7+A.2.8) 4,564.00 4,623.00
A.2.1 Land 64.00 64.00
A.2.2 Building and improvements including leasehold improvement
A.2.3 Machinery and equipment (on hand and in transit) 41,102.00 38,637.00
A.2.4 Transportation/motor vehicles, automotive equipment, autos and trucks, and delivery equipment
A.2.5 Others, specify (A.2.5.1 + A.2.5.2 + A.2.5.3 + A.2.5.4 + A.2.5.5) 6,050.00 6,034.00
A.2.5.1 Property, or equipment used for education purposes
A.2.5.2 Construction in progress 547.00 547.00
A.2.5.3 Leasehold improvements 5,503.00 5,487.00
A.2.5.4
A.2.5.5
A.2.6 Appraisal increase, specify (A.2.6.1 + A.2.6.2 + A.2.6.3 + A.2.6.4)
A.2.6.1
A.2.6.2
A.2.6.3
A.2.6.4
A.2.7 Accumulated Depreciation (negative entry) -42,652.00 -40,112.00
A.2.8 Impairment Loss or Reversal (if loss, negative entry)
A.3 Investments accounted for using the equity method (A.3.1 + A.3.2 + A.3.3 ) 37,599.00 36,099.00
A.3.1 Equity in domestic subsidiaries/affiliates 37,599.00 36,099.00
A.3.2 Equity in foreign branches/subsidiaries/affiliates
A.3.3 Others, specify (A.3.1.1 + A.3.2.1 + A.3.3.1 + A.3.3.4)
A.3.3.1
A.3.3.2
A.3.3.3
A.3.3.4
A.4 Investment Property 240,266.00 235,890.00
A.5 Biological Assets - -
A.6 Intangible Assets (A.6.1 + A.6.2) - -
A.6.1 Major item/s, specify (A.6.1.1 + A.6.1.2 + A.6.1.3 + A.6.1.4)
A.6.1.1
A.6.1.2
A.6.1.3
A.6.1.4
A.6.2 Others, specify (A.6.2.1 + A.6.2.2 + A.6.2.3 + A.6.2.4)
A.6.2.1
A.6.2.2
A.6.2.3
A.6.2.4
A.7 Available for sale financial assets 34,195.00 31,694.00
A.8 Assets included in Disposal Groups Classified as Held for Sale Page 2 - -
Control No.:
Form Type: GFFS (rev 2006)
GENERAL FORM FOR FINANCIAL STATEMENTS
NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Balance Sheet
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A.9 Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3) - -
A.9.1. From domestic entities, specify (A.9.1.1 + A.9.1.2 + A.9.1.3 + A.9.1.4)
A.9.1.1
A.9.1.2
A.9.1.3
A.9.1.4
A.9.2 From foreign entities, specify (A.9.2.1 + A.9.2.2 + A.9.2.3 + A.9.2.4)
A.9.2.1
A.9.2.2
A.9.2.3
A.9.2.4
A.9.3 Allowance for doubtful accounts, net of current portion (negative entry)
A.10 Other Assets (A.10.1 + A.10.2 + A.10.3 + A.10.4+A.10.5) 102,588.00 115,406.00
A.10.1 Deferred charges - net of amortization
A.10.2 Deferred Income Tax 9,283.00 7,318.00
A.10.3 Advance/Miscellaneous deposits
A.10.4 Others, specify (A.10.4.1 + A.10.4.2 + A.10.4.3 + A.10.4.4) 93,305.00 108,088.00
A.10.4.1 Mining rights 31,366.00 48,255.00
A.10.4.2 Deferred exploration costs 61,192.00 59,273.00
A.10.4.3 Deposits 409.00 410.00
A.10.4.4 Others 338.00 150.00
A.10.5 Allowance for write-down of deferred charges/bad accounts (negative entry)
B. LIABILITIES (B.1 + B.2 + B.3 + B.4 + B.5) 314,052.00 312,289.00
B.1 Current Liabilities (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5 + B.1.6 + B.1.7) 210,245.00 204,928.00
B.1.1 Trade and Other Payables to Domestic Entities 210,102.00 204,875.00
B.1.1.1 Loans/Notes Payables 7,000.00 7,500.00
B.1.1.2 Trade Payables 8,035.00 7,827.00
B.1.1.3 Payables to Related Parties, specify (B.1.1.3.1 + B.1.1.3.2 + B.1.1.3.3) 158,871.00 157,879.00
B.1.1.3.1 Belle Corporation 79,407.00 79,407.00
B.1.1.3.2 Broadfields Properties Limited 53,199.00 54,357.00
B.1.1.3.3 Others 26,265.00 24,115.00
B.1.1.4 Others, specify (B.1.1.4.1 + B.1.1.4.2 + B.1.1.4.3) 36,196.00 31,669.00
B.1.1.4.1 Other accrued and payables 36,196.00 31,669.00
B.1.1.4.2 - -
B.1.1.4.3 - -
B.1.2 Trade and Other Payables to Foreign Entities (specify) (B.1.2.1+B.1.2.2+B.1.2.3+B.1.2.4)
B.1.2.1
B.1.2.2
B.1.2.3
B.1.2.4
B.1.3 Provisions
B.1.4 Financial Liabilities (excluding Trade and Other Payables and Provisions) - -
(B.1.4.1 + B.1.4.2 + B.1.4.3)
B.1.4.1 Current liabilities from discontinued operations - -
B.1.4.2
B.1.4.3
B.1.4.4
B.1.5 Liabilities for Current Tax 143.00 53.00
B.1.6 Deferred Tax Liabilities
B.1.7 Others, specify (If material, state separately; indicate if the item is payable to public/private
or financial/non-financial institutions)
B.1.7.1 Dividends declared and not paid at balance sheet date
B.1.7.2 Acceptances Payable
B.1.7.3 Liabilities under Trust Receipts
B.1.7.4 Portion of Long-term Debt Due within one year
B.1.7.5 Deferred Income
B.1.7.6 Any other current liability in excess of 5% of Total Current Liabiilities, specify:
(B.1.7.6.1 + B.1.7.6.2 + B.1.7.6.3 + B.1.7.6.4)
B.1.7.6.1
B.1.7.6.2
B.1.7.6.3
B.1.7.6.4 Page 3
Control No.:
Form Type: GFFS (rev 2006)

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Balance Sheet
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
B.2 Long-term Debt - Non-current Interest-bearing Liabilities (B.2.1 + B.2.2 + B.2.3 + B.2.4 + B.2.5) - -
B.2.1 Domestic Public Financial Institutions
B.2.2 Domestic Public Non-Financial Institutions
B.2.3 Domestic Private Financial Institutions
B.2.4 Domestic Private Non-Financial Institutions
B.2.5 Foreign Financial Institutions
B.3 Indebtedness to Affiliates and Related Parties (Non-Current) - -
B.4 Liabilities Included in the Disposal Groups Classified as Held for Sale - -
B.5 Other Liabilities (B.5.1 + B.5.2) 103,807.00 107,361.00
B.5.1 Deferred Income Tax 7,976.00 15,429.00
B.5.2 Others, specify (B.5.2.1 + B.5.2.2 + B.5.2.3 + B.5.2.4) 95,831.00 91,932.00
B.5.2.1 Subscription payable 75,162.00 75,162.00
B.5.2.2 Accrued retirement costs 19,890.00 15,687.00
B.5.2.3 Others 779.00 1,083.00
B.5.2.4
C. EQUITY (C.3 + C.4 + C.5 + C.6 + C.7 + C.8 + C.9+C.10) 261,272.00 292,830.00
C.1 Authorized Capital Stock (no. of shares, par value and total value; show details) 20,000,000.00 20,000,000.00
(C.1.1+C.1.2+C.1.3)
C.1.1 Common shares 14,000,000.00 14,000,000.00
C.1.2 Preferred Shares 6,000,000.00 6,000,000.00
C.1.3 Others
C.2 Subscribed Capital Stock (no. of shares, par value and total value) (C.2.1 + C.2.2 + C.2.3) 1,264,951.00 1,264,951.00
C.2.1 Common shares 1,264,951.00 1,264,951.00
C.2.2 Preferred Shares
C.2.3 Others
C.3 Paid-up Capital Stock (C.3.1 + C.3.2) 2,498,039.00 2,498,039.00
C.3.1 Common shares 2,498,039.00 2,498,039.00
C.3.2 Preferred Shares
C.4 Additional Paid-in Capital / Capital in excess of par value / Paid-in Surplus 563,942.00 563,942.00
C.5 Minority Interest 6,467.00 8,860.00
C.6 Others, specify (C.6.1 + C.6.2 + C.6.3 + C.6.4 + C.6.5) 3,675,226.00 3,675,226.00
C.6.1 Advances for equity 3,675,000.00 3,675,000.00
C.6.2 Gain on dilution 226.00 226.00
C.6.3 - -
C.6.4
C.6.5
C.7 Appraisal Surplus/Revaluation Increment in Property/Revaluation Surplus 21,197.00 57,744.00
C.8 Retained Earnings (C.8.1 + C.8.2) (7,739,115.00) (7,746,497.00)
C.8.1 Appropriated
C.8.2 Unappropriated (7,774,324.00) (7,774,324.00)
C.9 Head / Home Office Account (for Foreign Branches only)
C.10 Cost of Stocks Held in Treasury (negative entry) (29,435.00) (29,435.00)
D. TOTAL LIABILITIES AND EQUITY (B + C) 575,324.00 605,119.00

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

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 2. Income Statement
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
A. REVENUE / INCOME (A.1 + A.2 + A.3) 387,927.00 323,913.00
A.1 Net Sales or Revenue / Receipts from Operations (manufacturing, 345,028.00 303,419.00
mining,utilities, trade, services, etc.) (from Primary Activity)
A.2 Share in the Profit or Loss of Associates and Joint Ventures accounted for 0.00 0.00
using the Equity Method
A.3 Other Revenue (A.3.1 + A.3.2 + A.3.3 + A.3.4 + A.3.5) 42,235.00 19,306.00
A.3.1 Fair value gain on investment properties 47.00 13,726.00
A.3.2 Gain on sale of available-for-sale financial assets 38,534.00
A.3.3 Sale of Real Estate or other Property and Equipment
A.3.4 Royalties, Franchise Fees, Copyrights (books, films, records, etc.)
A.3.5 Others, specify (A.3.5.1 + A.3.5.2 + A.3.5.3 + A.3.5.4 + A.3.5.5 + 3,654.00 5,580.00
A.3.5.6 + A.3.5.7)
A.3.5.1 Rental Income from Land and Buildings 2,516.00 2,287.00
A.3.5.2 Recovery of previously written off liabilities 0.00 695.00
A.3.5.3 Write-off of excess liabilities 199.00 1,777.00
A.3.5.4 Income from compromise agreement 0.00 0.00
A.3.5.5 Advances fromrelated parties written off 0.00 0.00
A.3.5.6 Others 939.00 821.00
A.3.5.7 - -
A.4 Other Income (non-operating) (A.4.1 + A.4.2 + A.4.3 + A.4.4) 664.00 1,188.00
A.4.1 Interest Income 656.00 1,182.00
A.4.2 Dividend Income 8.00 8.00
A.4.3 Gain / (Loss) from selling of Assets, specify 0.00 0.00
(A.4.3.1 + A.4.3.2 + A.4.3.3 + A.4.3.4 + A.4.3.5 + A.4.3.6 + A.4.3.7)
A.4.3.1 Gain/loss on sale of available-for-sale financial assets 0.00 0.00
A.4.3.2
A.4.3.3
A.4.3.4
A.4.4 Gain / (Loss) on Foreign Exchange (A.4.4.1 + A.4.4.2 + A.4.4.3 + 0.00 (2.00)
A.4.4.1 Foreign exchange gain/loss 0.00 (2.00)
A.4.4.2
A.4.4.3
A.4.4.4
B. COST OF GOODS SOLD (B.1 + B.2 + B.3) 0.00 0.00
B.1 Cost of Goods Manufactured (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5)
B.1.1 Direct Material Used
B.1.2 Direct Labor
B.1.3 Other Manufacturing Cost / Overhead
B.1.4 Goods in Process, Beginning
B.1.5 Goods in Process, End (negative entry)
B.2 Finished Goods, Beginning
B.3 Finished Goods, End (negative entry)
C. COST OF SALES (C.1 + C.2 + C.3) 0.00 0.00
C.1 Purchases
C.2 Merchandise Inventory, Beginning
C.3 Merchandise Inventory, End (negative entry)
D. COST OF SERVICES, SPECIFY (D.1 + D.2 + D.3 + D.4 + D.5 + D.6) 305,833.00 264,837.00
D.1 Direct costs-Salaries 305,833.00 264,837.00
D.2
D.3
D.4
D.5
D.6 Page 5
Control No.:
Form Type: GFFS (rev 2006)

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.

Table 2. Income Statement


2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
E. OTHER DIRECT COSTS, SPECIFY (E.1 + E.2 + E.3 + E.4 + E.5 + E.6) 15,438.00 13,004.00
E.1 Depreciation 1,360.00 1,345.00
E.2 Retirement 3,380.00 3,024.00
E.3 Rental 48.00 55.00
E.4 Materials 9,496.00 7,944.00
E.5 Others 1,154.00 636.00
E.6
F. GROSS PROFIT (A - B - C - D - E) 66,656.00 46,072.00
G. OPERATING EXPENSES (G.1 + G.2 + G.3 + G.4) 69,843.00 49,327.00
G.1 Selling or Marketing Expenses
G.2 Administrative Expenses
G.3 General Expenses 44,230.00 38,870.00
G.4 Other Expenses, specify (G.4.1 + G.4.2 + G.4.3 + G.4.4 + G.4.5 + G.4.6) 25,613.00 10,457.00
G.4.1 Deficiency tax assessment 0.00 2,441.00
G.4.2 Impairment loss on change in fair value of AFSFA 0.00 0.00
G.4.3 Interest expense 633.00 460.00
G.4.4 Provision for impairment of deferred exploration costs 24,716.00 7,264.00
G.4.5 Equity in net loss of associates 262.00 187.00
G.4.6 Others 2.00 105.00
H. FINANCE COSTS - -
I. NET INCOME (LOSS) BEFORE TAX ( F - G - H) -3,187.00 -3,255.00
J. INCOME TAX EXPENSE (negative entry) -8,176.00 -1,297.00
K. INCOME AFTER TAX 4,989.00 -4,552.00
L. Amount of (i) Post-Tax Profit or Loss of Discontinued Operations; and (ii)
Post-Tax Gain or Loss Recognized on theMeasurement of Fair Value less
Cost to Sell or on the Disposal of the Assets or Disposal Group(s)
constituting the Discontinued Operation (if any)
L.1 Income from discontinued operation - -
L.2
M. Profit or Loss Attributable to Minority Interest -2,394.00 -4,453.00
N. Profit or Loss Attributable to Equity Holders of the Parent 7,382.00 -98.00

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

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 3. Cash Flow Statements
2011 2010
FINANCIAL DATA
( in P'000 ) ( in P'000 )
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) Before Tax and Extraordinary Items (3,187.00) (3,254.00)
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation 2,597.00 2,731.00
Amortization, specify: Depreciation and amortization

Others, specify: Fair value gain on investment (47.00) (13,726.00)


Provision for impairment of deferred exploration costs 24,716.00 7,264.00
Gain on sale of available-for-sale financial assets (38,534.00) 0.00
Others 5,007.00 4,360.00
Write-down of Property, Plant, and Equipment
Changes in Assets and Liabilities:
Decrease (Increase) in:
Receivables 11,634.00 (18,512.00)
Inventories
Other Current Assets (5,833.00) (5,648.00)
Others, specify: - -

Increase (Decrease) in:


Trade and Other Payables 4,374.00 6,305.00
Income and Other Taxes Payable (1,152.00) (1,069.00)
Others, specify: Interest received 657.00 1,223.00
Benefits paid (573.00) (236.00)
Dividend received 8.00 8.00
- -
A. Net Cash Provided by (Used in) Operating Activities (sum of above rows) (333.00) (20,554.00)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) Decrease in Long-Term Receivables - -
(Increase) Decrease in Investment (1,763.00) (25,000.00)
Reductions/(Additions) to Property, Plant, and Equipment (2,491.00) (1,928.00)
Others, specify: Acquisition of investment properties (4,329.00) 0.00
Decrease/increase in other noncurrent assets (9,981.00) (16,463.00)
Proceeds from sale of available-for-sale financial assets 16,995.00 -

B. Net Cash Provided by (Used in) Investing Activities (sum of above rows) (1,569.00) (43,391.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from:
Loans 17,700.00 14,900.00
Long-term Debt - -
Issuance of Securities - -
Others, specify: Increase in advances from related parties 993.00 (402.00)
Increase in other noncurrent liabilities 57.00 1,083.00

Payments of:
(Loans) (18,200.00) (12,400.00)
(Long-term Debt)
(Stock Subscriptions)
Others, specify (negative entry):
Increase in minority interest
Increase/decrease in subscripiton payable
Net cash provided by financing activities from discontinued operation
Interest paid (633.00) (460.00)
C. Net Cash Provided by (Used in) Financing Activities (sum of above rows) (83.00) 2,721.00
NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) (1,985.00) (61,224.00)
Cash and Cash Equivalents
Beginning of year 21,613.00 82,838.00
End of year Page 7 19,628.00 21,614.00
Control No.:
Form Type: GFFS (rev 2006)

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS ST., MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.
Table 4. Statement of Changes in Equity
(Amount in P'000)
Additional Paid-in Revaluation Change in Fair
FINANCIAL DATA Capital Stock Gain on dilution Retained Earnings Treasury shares TOTAL
Capital Increment Value of AFS
A. Balance, 2009 6,037,990.00 1,963,942.00 0.00 19,369.00 226.00 -7,742,044.00 -29,435.00 250,048.00
A.1 Correction of Error(s)
A.2 Changes in Accounting Policy
B. Restated Balance
C. Surplus
C.1 Surplus (Deficit) on Revaluation
of Properties
C.2 Surplus (Deficit) on Revaluation
of Investments
C.3 Currency Translation Differences
C.4 Other Surplus (specify)
C.4.1 Comprehensive loss 38,374.00 0.00 38,374.00
C.4.2 Settlement of liability
C.4.3 hange in fair value of
C.4.4 Realized gain on change
C.4.5 Advance from
D. Net Income (Loss) for the Period -4,453.00 -4,453.00
E. Dividends (negative entry)
F. Appropriation for (specify)
F.1
F.2
F.3
F.4
F.5
G. Issuance of Capital Stock
G.1 Common Stock
G.2 Preferred Stock
G.3 Others
H. Balance, 2010 6,037,990.00 1,963,942.00 0.00 57,743.00 226.00 -7,746,497.00 -29,435.00 283,969.00
H.1 Correction of Error (s)
H.2 Changes in Accounting Policy
I. Restated Balance
J. Surplus
J.1 Surplus (Deficit) on Revaluation
of Properties
J.2 Surplus (Deficit) on Revaluation
of Investments
J.3 Currency Translation Differences
J.4 Other Surplus (specify)
J.4.1 Comprehensive loss -36,546.00 -36,546.00
J.4.2 Settlement of liability
J.4.3 hange in fair value of
J.4.4 Realized gain on change
J.4.5 Advance from
K. Net Income (Loss) for the Period 7,382.00 7,382.00
L. Dividends (negative entry)
M. Appropriation for (specify)
M.1
M.2
M.3
M.4
M.5
N. Issuance of Capital Stock
N.1 Common Stock
N.2 Preferred Stock
N.3 Others
O. Balance, 2011 6,037,990.00 1,963,942.00 0.00 21,197.00 226.00 -7,739,115.00 -29,435.00 254,805.00

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

GENERAL FORM FOR FINANCIAL STATEMENTS


NAME OF CORPORATION: APC GROUP INC.
CURRENT ADDRESS: 10TH FLOOR PHILCOM BUILDING, 8755 PASEO DE ROXAS, MAKATI CITY
TEL. NO.: 845-0614 FAX NO.: 845-0259
COMPANY TYPE : HOLDING COMPANY PSIC:
If these are based on consolidated financial statements, please so indicate in the caption.

Table 5. Details of Income and Expenses, by source


(applicable to corporations transacting with foreign corporations/entities)
2011 2010
FINANCIAL DATA ( in P'000 ) ( in P'000 )
A. REVENUE / INCOME (A.1 + A.2) 387,926.00 323,913.00
A.1 Net Sales or Revenue / Receipts from Operations (manufacturing, mining,utilities, trade, services, 345,028.00 303,419.00
etc.) (from Primary Activity) (A.1.1 +A.1.2)
A.1.1 Domestic 345,028.00 303,419.00
A.1.2 Foreign
A.2 Other Revenue (A.2.1 +A.2.2) 42,898.00 20,494.00
A.2.1 Domestic 42,898.00 20,494.00
A.2.2 Foreign, specify (A.2.2.1+A.2.2.2+ A.2.2.3+ A.2.2.4+ A.2.2.5+ A.2.2.6+A.2.2.7+ - -
A.2.2.8+A.2.2.9+A.2.2.10)
A.2.2.1
A.2.2.2
A.2.2.3
A.2.2.4
A.2.2.5
A.2.2.6
A.2.2.7
A.2.2.8
A.2.2.9
A.2.2.10
B. EXPENSES (B.1 + B.2) 391,113.00 328,465.00
B.1 Domestic 391,113.00 328,465.00
B.2 Foreign, specify (B.2.1+B.2.2+B.2.3+B.2.4+B.2.5+B.2.6+B.2.7+B.2.8+B.2.9+B.2.10)
B.2.1
B.2.2
B.2.3
B.2.4
B.2.5
B.2.6
B.2.7
B.2.8
B.2.9
B.2.10

Page 9
APC GROUP INC.
".' ",

STATEMENT OF MANAGEMENT'S RESPONSIDILITY


FOR FINANOAL STATEMENTS

The management of APC Group, Inc. and Subsidiaries is responsible for the preparation and fair presentation
of the consolidated financial statements for the years ended December 31, 2011 and 2010, including the
additional components attached therein, in accordance with Philippine Financial Reporting Standards. TIus
responsibility includes designing and implementing internal controls relevant to the preparation and fair
presentation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error, selecting and applying appropriate accounting policies, and making accOlllting estimates that
are reasonable in the circumstances.

The Board of Directors reviews and approves the consolidated financial statements and submits the same to
the stockholders.

SyCip Gorres Velayo & Co., the independent auditors, appointed by the stockholders has examined the
consolidated financial statements ofthe company in accordance the Philippine Standards on Auditing, and in
ort to the stockholders, bas expressed its opinion on the fairness of presentation upon completion of
~LHuu..ation.

Bernardo D. Lim
Executive Vice President and
Cllief Finance Officer

Signed this 20 th day of March, 2012

10th Floor, PhilCom Building


8755 Paseo de Roxas, Makoti City
Metro Manila, Phil ippines
leis.: (632) 845-0614
(632) 845-0620
Fa x No. : (632) 845 -0259
Websi te : www.apcarag o rn.co m
REPUBqC 9I;:}HE PHILIPPINES)
CffY OF MAKAr I CITY, METRO MANILA)S.S.

SUBSRIBED AND SWORN TO before me this APR 1 ~ 2m2 April 2012, affiants exhibiting
to me their Passports, as follows:

Names Pass ort Number Place of Issue


Will N . Ocier XX3725357 Manila
Becnardo D. Lim EB0379086 Manila

JR.
PUBLIC FOR MAKATl CITY
DOC. NO' ~ UNTIL DECEMBER 31, 2012
ROLL OF ATTORNEY NO. 40091
Page No.
Boo k No. _ _)(J-'-_ __ MCLE COMPLIANCE NO. ill·0014282
IBP NO . 656155-LlFETIME MEMBER
Series of 2012 PTR NO. 3173160, JAN. 2, 2012 MAKAT I CfTV'
COVER SHEET

A S 0 9 3 - 8 1 2 7
SEC Registration Number

A P C G R O U P , I N C . A N D S U B S I D I A R I E S

(Company’s Full Name)

1 0 t h F l o o r , P h i l C o m B u i l d i n g , 8 7 5

5 P a s e o d e R o x a s , M a k a t i C i t y

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

Mr. Bernardo D. Lim 845-0620


(Contact Person) (Company Telephone Number)

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


(Secondary License Type, If Applicable)


Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

631 P
=7.0 million –
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.

*SGVMC215419*
SyCip Gorres Velayo & Co.
6760 Ayala Avenue
1226 Makati City
Philippines
Phone: (632) 891 0307
Fax: (632) 819 0872
www.sgv.com.ph

BOA/PRC Reg. No. 0001,


January 25, 2010, valid until December 31, 2012
SEC Accreditation No. 0012-FR-2 (Group A),
February 4, 2010, valid until February 3, 2013

INDEPENDENT AUDITORS’ REPORT

The Stockholders and the Board of Directors


APC Group, Inc.
10th Floor, PhilCom Building
8755 Paseo de Roxas, Makati City

We have audited the accompanying consolidated financial statements of APC Group, Inc. and
Subsidiaries, which comprise the consolidated statements of financial position as at December 31,
2011 and 2010, 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, 2011,
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.

*SGVMC215419*
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 APC Group, Inc. and Subsidiaries as at December 31, 2011 and 2010, and
their financial performance and cash flows for each of the three years in the period ended
December 31, 2011 in accordance with Philippine Financial Reporting Standards.

SYCIP GORRES VELAYO & CO.

Roel E. Lucas
Partner
CPA Certificate No. 98200
SEC Accreditation No. 1079-A (Group A),
February 3, 2011, valid until February 2, 2014
Tax Identification No. 191-180-015
BIR Accreditation No. 08-001998-95-2011,
February 4, 2011, valid until February 3, 2014
PTR No. 3174806, January 2, 2012, Makati City

March 20, 2012

*SGVMC215419*
APC GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2011 2010

ASSETS

Current Assets
Cash and cash equivalents (Notes 5, 23 and 24) P
=19,628,634 =21,613,464
P
Trade and other receivables (Notes 6, 13, 23 and 24) 97,961,007 80,952,404
Available-for-sale financial assets (Notes 7, 23 and 24) 354,479 46,506,714
Other current assets (Note 8) 38,168,106 32,335,285
Total Current Assets 156,112,226 181,407,867

Noncurrent Assets
Available-for-sale financial assets (Notes 7, 23 and 24) 34,195,300 31,694,400
Investments in associates (Note 9) 37,598,925 36,098,565
Property and equipment (Note 10) 4,564,141 4,622,512
Investment properties (Note 11) 240,265,569 235,890,002
Deferred tax assets (Note 20) 9,282,589 7,318,184
Other noncurrent assets (Notes 12, 23 and 24) 93,305,174 108,087,395
Total Noncurrent Assets 419,211,698 423,711,058

P
=575,323,924 =605,118,925
P

LIABILITIES AND EQUITY

Current Liabilities
Loans payable (Notes 13, 23 and 24) P
=7,000,000 P7,500,000
=
Trade and other payables (Notes 14, 23 and 24) 44,230,721 39,495,601
Income tax payable 143,060 52,903
Advances from related parties (Notes 21, 23 and 24) 158,871,306 157,878,835
Total Current Liabilities 210,245,087 204,927,339

Noncurrent Liabilities
Subscriptions payable (Notes 7, 9, 23 and 24) 75,161,959 75,161,959
Accrued retirement costs (Note 18) 19,889,895 15,686,627
Deferred tax liability (Note 20) 7,975,500 15,429,480
Other noncurrent liabilities (Notes 23 and 24) 779,342 1,083,236
Total Noncurrent Liabilities 103,806,696 107,361,302
Total Liabilities 314,051,783 312,288,641

(Forward)

*SGVMC215419*
-2-

December 31
2011 2010

Equity Attributable to Equity Holders


of the Parent Company
Capital stock (Note 15) P
=6,037,989,650 =6,037,989,650
P
Additional paid-in capital (Note 15) 1,963,942,094 1,963,942,094
Unrealized mark-to-market gain on available-for-sale
financial assets (Note 7) 21,197,039 57,743,984
Gain on dilution (Note 12) 226,304 226,304
Deficit (7,739,114,866) (7,746,497,340)
Treasury shares – 7,606,000 shares (Note 22) (29,435,220) (29,435,220)
Total Equity Attributable to Equity Holders
of the Parent Company 254,805,001 283,969,472

Equity Attributable to Non-controlling Interests 6,467,140 8,860,812


Total Equity 261,272,141 292,830,284

P
=575,323,924 =605,118,925
P

See accompanying Notes to Consolidated Financial Statements.

*SGVMC215419*
APC GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


2011 2010 2009

SERVICE FEES P
=345,028,291 =303,419,409
P =297,078,654
P

INCOME (EXPENSES)
Cost of services (Note 16) (321,271,142) (277,841,112) (271,940,466)
General and administrative expenses (Note 17) (44,230,438) (38,870,238) (40,177,307)
Gain on sale of available-for-sale financial
assets (Note 7) 38,534,098 – 13,201,642
Provision for impairment of deferred exploration
costs and mining rights (Note 12) (24,716,367) (7,263,654) –
Interest income (Note 5) 656,416 1,181,983 3,411,875
Interest expense (Note 13) (632,772) (459,905) (717,513)
Equity in net earnings (loss) of associates (Note 9) (262,140) (187,279) 118,980
Fair value gain on investment properties (Note 11) 46,620 13,726,000 32,833,000
Dividend income 7,550 7,550 3,350
Foreign exchange loss - net (714) (1,733) (1,881)
Others - net (Note 19) 3,653,487 3,034,922 4,672,876

INCOME (LOSS) BEFORE INCOME TAX (3,187,111) (3,254,057) 38,483,210

PROVISION FOR (BENEFIT FROM) INCOME


TAX (Note 20)
Current 1,242,472 883,365 1,764,999
Deferred (9,418,385) 414,214 2,518,414
(8,175,913) 1,297,579 4,283,413

NET INCOME (LOSS) 4,988,802 (4,551,636) 34,199,797

OTHER COMPREHENSIVE INCOME


(LOSS) (Note 7)
Mark-to-market gain on available-for-sale financial assets 1,987,153 38,374,497 32,571,129
Realized gain on available-for-sale financial assets (38,534,098) – (13,201,642)

TOTAL COMPREHENSIVE INCOME (LOSS) (P


=31,558,143) =33,822,861
P =53,569,284
P

Net income (loss) attributable to:


Equity holders of the Parent Company (Note 22) P
=7,382,474 (P
=4,453,422) =32,279,941
P
Non-controlling interests (2,393,672) (98,214) 1,919,856
P
=4,988,802 (P
=4,551,636) =34,199,797
P

Total comprehensive income (loss) attributable to:


Equity holders of the Parent Company (P
=29,164,471) =33,921,075
P =51,649,428
P
Non-controlling interests (2,393,672) (98,214) 1,919,856
(P
=31,558,143) =33,822,861
P =53,569,284
P

Basic/Diluted Earnings (Loss) Per Common Share


(Note 22) P
=0.0010 (P
=0.0006) =0.0043
P

See accompanying Notes to Consolidated Financial Statements.

*SGVMC215419*
APC GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Equity Attributable to Equity Holders of the Parent Company


Unrealized
Mark-to-Market
Gain on
Available-for- Equity
Additional Sale Gain on Attributable to
Capital Stock Paid-in Capital Financial Assets Dilution Treasury Non-controlling
(Note 15) (Note 15) (Note 7) (Note 12) Deficit Shares Total Interests Total
At January 1, 2011 P
=6,037,989,650 P=1,963,942,094 P
=57,743,984 P
=226,304 (P =7,746,497,340) (P
=29,435,220) P
=283,969,472 P
=8,860,812 P
=292,830,284
Net income during the year – – – – 7,382,474 – 7,382,474 (2,393,672) 4,988,802
Other comprehensive loss – – (36,546,945) – – – (36,546,945) – (36,546,945)
Total comprehensive loss – – (36,546,945) – 7,382,474 – (29,164,471) (2,393,672) (31,558,143)
At December 31, 2011 P
=6,037,989,650 P=1,963,942,094 P
=21,197,039 P
=226,304 (P =7,739,114,866) (P
=29,435,220) P
=254,805,001 P
=6,467,140 P
=261,272,141

At January 1, 2010 =6,037,989,650


P =1,963,942,094
P =19,369,487
P =226,304
P (P
=7,742,043,918) (P
=29,435,220) =250,048,397
P =8,959,026
P =259,007,423
P
Net loss during the year – – – – (4,453,422) – (4,453,422) (98,214) (4,551,636)
Other comprehensive income – – 38,374,497 – – – 38,374,497 – 38,374,497
Total comprehensive income – – 38,374,497 – (4,453,422) – 33,921,075 (98,214) 33,822,861
At December 31, 2010 =6,037,989,650
P =1,963,942,094
P =57,743,984
P =226,304
P (P
=7,746,497,340) (P
=29,435,220) =283,969,472
P =8,860,812
P =292,830,284
P

At January 1, 2009 =6,037,989,650


P =1,963,942,094
P P–
= =226,304
P (P
=7,774,323,859) (P
=29,435,220) =198,398,969
P P7,039,170
= =205,438,139
P
Net income during the year – – – – 32,279,941 – 32,279,941 1,919,856 34,199,797
Other comprehensive income – – 19,369,487 – – – 19,369,487 – 19,369,487
Total comprehensive income – – 19,369,487 – 32,279,941 – 51,649,428 1,919,856 53,569,284
At December 31, 2009 =6,037,989,650
P =1,963,942,094
P =19,369,487
P =226,304
P (P
=7,742,043,918) (P
=29,435,220) =250,048,397
P =8,959,026
P =259,007,423
P

See accompanying Notes to Consolidated Financial Statements.

*SGVMC215419*
APC GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31


2011 2010 2009

CASH FLOWS FROM OPERATING ACTIVITIES


Income (loss) before income tax (P
=3,187,111) (P
=3,254,057) =38,483,210
P
Adjustments for:
Gain on sale of available-for-sale financial
assets (Note 7) (38,534,098) – (13,201,642)
Provision for impairment of deferred exploration
costs and mining rights (Note 12) 24,716,367 7,263,654 –
Retirement costs (Note 18) 4,776,105 4,261,305 1,557,645
Depreciation and amortization (Notes 10 and 12) 2,597,165 2,731,067 3,334,834
Interest income (Note 5) (656,416) (1,181,983) (3,411,875)
Interest expense (Note 13) 632,772 459,905 717,513
Equity in net loss (earnings) of associates (Note 9) 262,140 187,279 (118,980)
Fair value gain on investment property (Note 11) (46,620) (13,726,000) (32,833,000)
Dividend income (7,550) (7,550) (3,350)
Operating loss before working capital changes (9,447,246) (3,266,380) (5,475,645)
Decrease (increase) in:
Trade and other receivables 11,633,942 (17,871,659) 10,137,239
Other current assets (5,832,821) (5,647,097) (5,920,156)
Increase in trade and other payables 4,374,053 6,305,272 2,446,670
Net cash generated from (used in) operations 727,928 (20,479,864) 1,188,108
Interest received 657,142 1,223,089 3,654,685
Income taxes paid (1,152,315) (1,068,883) (1,786,195)
Benefits paid (Note 18) (572,837) (236,363) (1,199,300)
Dividend received 7,550 7,550 3,350
Net cash provided by (used in) operating activities (332,532) (20,554,471) 1,860,648

CASH FLOWS FROM INVESTING ACTIVITIES


Proceeds from sale of available-for-sale financial assets 16,995,217 – 25,444,821
Acquisitions of:
Property and equipment (Note 10) (2,491,767) (1,928,480) (2,028,700)
Investment properties (Note 11) (4,328,947) – –
Payment of subscriptions payable (1,762,500) – –
Increase in:
Investments in associates (Note 9) – (25,000,000) –
Other noncurrent assets (9,981,173) (16,462,229) (20,200,812)
Net cash provided by (used in) investing activities (1,569,170) (43,390,709) 3,215,309

(Forward)

*SGVMC215419*
-2-

Years Ended December 31


2011 2010 2009

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from availment of loans P
=17,700,000 =14,900,000
P =5,000,000
P
Payments of:
Loans payable (18,200,000) (12,400,000) (5,000,000)
Interest (632,772) (459,905) (717,513)
Increase (decrease) in:
Advances from related parties 992,471 (402,431) (20,334,081)
Other noncurrent liabilities 57,173 1,083,236 –
Net cash provided by (used in) financing activities (83,128) 2,720,900 (21,051,594)

NET DECREASE IN CASH AND CASH


EQUIVALENTS (1,984,830) (61,224,280) (15,975,637)

CASH AND CASH EQUIVALENTS


AT BEGINNING OF YEAR 21,613,464 82,837,744 98,813,381

CASH AND CASH EQUIVALENTS


AT END OF YEAR P
=19,628,634 =21,613,464
P =82,837,744
P

See accompanying Notes to Consolidated Financial Statements.

*SGVMC215419*
APC GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General Information

Corporate Information
APC Group, Inc. (the Parent Company or APC) and subsidiaries (collectively referred to as the
Company) were all incorporated in the Philippines and are registered with the Philippine
Securities and Exchange Commission (SEC). The Parent Company was incorporated in the
Philippines on October 15, 1993 and was originally organized to engage in the oil and gas
exploration and development in the Philippines. On April 30, 1997, the Philippine Securities and
Exchange Commission (SEC) approved the change in the primary purpose of the Parent Company
to that of a holding company. The Parent Company’s shares of stock are publicly traded in the
Philippine Stock Exchange (PSE).

The registered office address of the Parent Company is 10th Floor, PhilCom Building,
8755 Paseo de Roxas, Makati City.

The accompanying consolidated financial statements were approved and authorized for issue by
the Board of Directors (BOD) on March 20, 2012.

Status of Operations
In 2005, the Parent Company created new companies, namely, Aragorn Power and Energy
Corporation (APEC), Aragorn Coal Resources, Inc. (Aragorn Coal) and APC Mining Corporation
(APC Mining). These companies were established in line with the government’s thrust in
developing the country’s energy and mining sectors. The prospects in these industries are
bolstered by the government’s decision to open up this sector to foreign investors. Thus, APC will
concentrate in energy resource exploration and development and pursue mining activities. The
government’s thrust to encourage investments in these sectors augurs well with the Company’s
investment direction.

As of March 20, 2012, the following are the status of operations of the Company’s power and
mining operations:

a. APEC is still in the pre-operating stage. It was established to engage in energy resource
exploration and development.

Kalinga Apayao Geothermal Service Contract. In September 2008, APEC was granted a
Geothermal Service Contract (GSC) by the Department of Energy located in the Province of
Kalinga. The GSC was granted after a Certificate Precondition from the National
Commission of Indigenous People (NCIP), covering a major portion of the geothermal service
area, was secured. The GSC was converted into a Renewable Energy Service Contract in late
March 2010 to avail of the incentives provided under the Renewable Energy Act of 2008. As
of March 20, 2012, the consent of nine out of eleven ancestral domains has been secured
covering 85% of the geothermal service contract area.

In November 2010, the APEC and its partner, Guidance Management Corporation (GMC),
forged a partnership with Chevron Geothermal Philippines Holdings, Inc. (Chevron) in
developing the geothermal area. The parties signed a Farm-out and a Joint Operating
Agreement which gives the Company and GMC the option to take an equity position of up to
40% in the geothermal project. Under the agreement, Chevron will be responsible for the
exploration, development and operation of the steam field and power activities. The project

*SGVMC215419*
-2-

involves the development of steam fields that can generate around 100 megawatts (MW) in
new capacity, providing an additional source of clean, indigenous and reliable baseload power
to the Luzon grid. A 100 MW geothermal project will approximately cost US$300 million.
Being a Renewable Energy Service Contract, this will be the first major international
investment in the country under the Renewable Energy Act of 2008. Geochemical surveys
have been completed and geophysical surveys are expected to be completed by the first
quarter of 2012.

Other Geothermal Renewable Energy Service Contracts. In March 2010, the Geothermal
Renewable Energy Service Contracts for Mainit-Sadanga, Mountain Province and Buguias-
Tinoc, Benguet Province were awarded to PRC-Magma Energy Resources, Incorporated, to
which the APEC has a 33.26% equity interest starting 2010. Remote sensing studies and re-
evaluation were conducted which highlighted several potential areas that warrant further
investigation.

The Mainit-Sadanga Geothermal Project has a total area of 58,911 hectares straddling
Mountain Province. It has a power generation potential of 60-100 MW.

The Buguias-Tinoc Geothermal Project has a total area of 35,424 hectares covering most of
the province of Benguet. Similar to Mainit-Sadanga, it has a power generation potential of
60-100 MW. A resistivity survey was conducted in the prospect area. Present data would
suggest a highly prospective geothermal field.

Due to the delays in granting the Certificate Precondition from the NCIP, the Company will
request for an extension of the initial two exploration work program that is due to expire on
March 24, 2012.

b. Aragorn Coal is still in the pre-operating stage. It was established to engage in coal resource
exploration and development. It has two (2) Coal Operating Contracts (COCs) signed in
January 2007 located in Isabela and Masbate consisting of two blocks each. One block is
equivalent to one thousand (1,000) hectares.

Exploration activities have been conducted in Masbate and Isabela. So far, nine (9) drill holes
have been completed in Masbate and three (3) in Isabela. Drillings in Masbate confirmed the
presence of deposit of high grade coal. Further exploration and development activities in
Masbate have been put on hold because of huge resources required. Aragorn Coal is now
looking for a partner/investor to pursue and finance the project. The drilling work program in
Naguilian, Isabela was held in abeyance because of the anti-mining advocacy of the local
government units. The COC in Isabela expired in 2010 but an extension was requested last
September 22, 2011. As of March 20, 2012, an extension requested by the Company has not
yet been granted.

c. APC Mining is still in the pre-operating stage. It has applications for exploration permits in
Misamis Oriental, Zambales and Palawan, which are areas proven to contain chromite and
nickel deposits. APC Mining plans to apply for a Mineral Production and Sharing Agreement
with the Department of Environment and Natural Resources (DENR) in these areas once it is
proven that the reserves are in commercial quantities. The applications cover a total of around
29,000 hectares. Some of the applications for exploration permits in Palawan, Zambales and
Mindanao expired in 2011.

*SGVMC215419*
-3-

Alubijid, Misamis Oriental. APC Mining is seeking prospective partners to develop the
property. The area has been explored and evaluated by APC Mining’s technical group as a
potential copper and nickel project. The Exploration Permit was awarded to APC Mining in
March 2010 by the DENR. Exploration of the project will start once interested parties are
engaged.

Zambales. APC Mining has two applications for exploration permits in this region with
chromite and nickel as the prime targets. Similar to Alubijid, APC Mining is seeking for
partners to develop the area.

Palawan. In 2009, the province of Palawan has declared a moratorium against any
exploration or mining development in the area. As such, all of the seven exploration permit
applications cannot push through. Nickel laterite and chromite deposit are the mineral targets
in these areas. Depending on the political climate and the demand for nickel and chromite,
APC Mining will take appropriate programs including, but not limited to, reconnaissance
mapping and fast tracking the permits for the Palawan projects.

d. APC Cement was established to engage in the manufacture of cement. The cement plant was
envisioned to manufacture 1.5 million tons of cement a year. APC Cement has two (2)
Mineral Production and Sharing Agreements (MPSA) with the DENR covering more than
1,000 hectares of land containing limestone deposits. The project is located in the
Municipality of Ginatilan in Southern Cebu.

The project was put on hold because of the existing excess capacity in the cement industry. In
the meantime, APC Cement has continued to comply with the requirements of the MPSA to
keep them updated.

With the improved economic climate in the country, the project is again being pursued.
Thirteen holes were drilled from November 2010 to April 2011 covering an area of
approximately 29 hectares. A feasibility study prepared in July 2011 concluded that the
cement project is financially viable offering an attractive rate of return. Management is
currently seeking for prospective partners.

e. APC Properties was established to engage in the importation, storage and sale of cement. It
owns a 5,317 square meters lot in Smokey Mountain where two (2) cement silos were
envisioned to be constructed in partnership with a foreign company. The project was
discontinued because of the Asian financial crisis and the glut in cement supply. The land was
leased out starting in early 2006.

Other subsidiaries consist of companies involved in general services, real estate and holding
companies.

*SGVMC215419*
-4-

2. Summary of Significant Accounting Policies

Basis of Preparation
The accompanying consolidated financial statements have been prepared on a historical cost basis,
except for quoted AFS financial assets and investment properties which are measured at fair value,
and are presented in Philippine peso, which is the Company’s functional and presentation currency
under Philippine Financial Reporting Standards (PFRS). All values are rounded to the nearest
peso, except when otherwise indicated.

Statement of Compliance
The consolidated financial statements, which are prepared for submission to the SEC, have been
prepared in compliance with PFRS. PFRS also includes Philippine Accounting Standards (PAS)
and Philippine Interpretations from the International Financial Reporting Interpretations
Committee (IFRIC) as issued by the Financial Reporting Standards Council.

Basis of Consolidation
The consolidated financial statements include the accounts of the Parent Company and the
following subsidiaries as of December 31, 2011 and 2010:

Percentage of
Subsidiaries Effective Ownership Nature of Business
APC Cement Corporation (ACC) (1) 100.00 Manufacturing
Environment and General Services, Inc.
(EGSI) 100.00 General services
Aragorn Coal (1) 100.00 Mining
Primary Data Net, Inc. (Primary Data) (1) 97.99 Holding company
APEC (1) 90.00 Energy
APC Mining (1) 83.00 Mining
APC Properties, Inc. (APC Properties) 60.00 Property development
(1) Still in the pre-operating stage

All of the subsidiaries were incorporated in the Philippines.

Subsidiaries are consolidated from the date on which control is transferred to the Company and
cease to be consolidated from the date on which control is transferred out of the Company. The
purchase method of accounting is used for acquired businesses. Companies acquired or disposed
of during the year are included in the consolidated financial statements from the date of
acquisition to the date of disposal.

The financial statements of the subsidiaries are prepared for the same reporting year as the Parent
Company, using consistent accounting policies. All intra-company balances, transactions, income
and expenses and profits and losses resulting from intra-company transactions are eliminated in
full.

Non-controlling Interests
Non-controlling interests represent the portion of profit or loss and the net assets not held by the
Company and are presented separately in the consolidated statement of comprehensive income
and within equity in the consolidated statement of financial position, separately from equity
attributable to equity holders of the Parent Company.

*SGVMC215419*
-5-

Changes in Accounting Policies


The accounting policies adopted are consistent with those of the previous financial year, except for
the following new and amended PFRS and Philippine Interpretations which the Company has
adopted during the year:

New Interpretations

§ Philippine Interpretation IFRIC 14, Prepayments of a Minimum Funding Requirement


(Amendment)

§ Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity


Instruments

Amendments to Standards

§ PAS 24, Related Party Disclosures (Amended)

§ PAS 32, Financial Instruments: Presentation – Classification of Rights Issues (Amendment)

§ Improvements to PFRS (2010), effective 2011

- PFRS 3, Business Combinations

- PFRS 7, Financial Instruments: Disclosures

- PAS 1, Presentation of Financial Statements

- PAS 27, Consolidated and Separate Financial Statements

- PAS 34, Interim Financial Reporting

- Philippine Interpretation IFRIC 13, Customer Loyalty Programmes

The adoption of these new and amended standards and interpretations did not have any impact on
the consolidated financial statements of the Company.

Future Changes in Accounting Policies


The Company did not early adopt the following new standards, amendments and improvements to
PFRS and Philippine Interpretations that have been approved but are not yet effective. The
Company does not expect these changes to have a significant impact on its consolidated financial
statements, unless otherwise indicated.

§ PAS 1, Financial Statement Presentation – Presentation of Items of Other Comprehensive


Income (OCI) (Amendments), will become effective for annual periods beginning on or after
July 1, 2012. The amendments to PAS 1 change the grouping of items presented in OCI.
Items that could be reclassified (or ”recycled”) to profit or loss at a future point in time (for
example, upon derecognition or settlement) would be presented separately from items that will
never be reclassified. The amendment affects presentation only and has therefore no impact
on the Company’s financial position or performance.

*SGVMC215419*
-6-

§ PAS 12, Income Taxes (Amendment) – Deferred Tax: Recovery of Underlying Assets, will
become effective for annual periods beginning on or after January 1, 2012. It clarifies the
determination of deferred tax on investment property measured at fair value. The amendment
introduces a rebuttable presumption that deferred tax on investment property measured using
the fair value model in PAS 40, Investment Property, should be determined on the basis that
its carrying amount will be recovered through sale. Furthermore, it introduces the requirement
that deferred tax on non-depreciable assets that are measured using the revaluation model in
PAS 16, Property, Plant and Equipment, always be measured on a sale basis of the asset.

§ PAS 19, Employee Benefits (Amendments), will become effective for annual periods
beginning on or after January 1, 2013. 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 re-wording. The Company is currently assessing the impact
of the amendment to its consolidated financial statements.

§ PAS 32, Financial Instruments: Presentation – Offsetting Financial Assets and Financial
liabilities (Amendments). The amendments to PAS 32 are to be applied retrospectively for
annual periods beginning on or after January 1, 2014. These amendments to PAS 32 clarify
the meaning of “currently has a legally enforceable right to offset” 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. While
the amendment is expected not to have any impact on the net assets of the Company, any
changes in offsetting is expected to impact leverage ratios and regulatory capital requirements.

§ PFRS 7, Financial Instruments: Disclosures – Enhanced Derecognition Disclosure


Requirements (Amendments), will become effective for annual periods beginning on or after
July 1, 2011. The amendment requires additional disclosure about financial assets that have
been transferred but not derecognized to enable the user of financial statements to understand
the relationship with those assets that have not been derecognized and their associated
liabilities. In addition, the amendment requires disclosures about continuing involvement in
derecognized assets to enable the user to evaluate the nature of, and risks associated with, the
entity’s continuing involvement in those derecognized assets.

§ PFRS 7, Financial instruments: Disclosures – Offsetting Financial Assets and Financial


Liabilities (Amendments). The amendments to PFRS 7 are to be applied retrospectively for
annual periods beginning on or after January 1, 2013. These amendments require an entity to
disclose information about rights of offset 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. 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 offset 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.

*SGVMC215419*
-7-

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.
ii. Amounts related to financial collateral (including cash collateral).

e) The net amount after deducting the amounts in (d) from the amounts in (c) above.

§ PFRS 9, Financial Instruments: Classification and Measurement, will become effective for
annual periods beginning on or after January 1, 2015. PFRS 9, as issued in 2010, reflects the
first phase of the work on the replacement of PAS 39 and applies to classification and
measurement of financial assets and financial liabilities as defined in PAS 39. In subsequent
phases, hedge accounting and impairment of financial assets will be addressed with the
completion of this project expected on the first half of 2012. The adoption of the first phase of
PFRS 9 will have an effect on the classification and measurement of the Company’s financial
assets, but will potentially have no impact on classification and measurements of financial
liabilities. The Company will quantify the effect in conjunction with the other phases, when
issued, to present a comprehensive picture.

§ PFRS 10, Consolidated Financial Statements, and PAS 27, Separate Financial Statements,
will become effective for annual periods beginning on or after January 1, 2013. PFRS 10
replaces the portion of PAS 27 that addresses the accounting for consolidated financial
statements. It also includes the issues raised in Philippine Interpretation Standing
Interpretations Committee (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.

§ PFRS 11, Joint Arrangements, and PAS 28, Investments in Associates and Joint Ventures,
PFRS 11 replaces PAS 31, Interests in Joint Ventures, and Philippine Interpretation SIC-13,
Jointly Controlled Entities – Non-monetary Contributions by Venturers. PFRS 11 and PAS 28
(amended in 2011) will become effective for annual periods beginning on or after January 1,
2013. The new standard focuses on the nature of the rights and obligations arising from the
arrangement. It removes the option to account for jointly controlled entities (JCEs) using
proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be
accounted for using the equity method. As a consequence, PAS 28 was amended and renamed
as PAS 28, Investments in Associates and Joint Ventures, to describe the application of the
equity method to investments in joint ventures in addition to associates.

§ PFRS 12, Disclosure of Interests in Other Entities, will become effective for annual periods
beginning on or after January 1, 2013. PFRS 12 includes all of the disclosures that were
previously in PAS 27 related to consolidated financial statements, as well as all of the
disclosures that were previously included in PAS 31 and PAS 28, Investments in Associates.
These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates
and structured entities. A number of new disclosures are also required.

*SGVMC215419*
-8-

§ PFRS 13, Fair Value Measurement, will become effective for annual periods beginning on or
after January 1, 2013. 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 when fair value is
required or permitted. The Company is currently assessing the impact that this standard will
have on its consolidated financial statements.

§ Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate, 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, Construction Contracts,
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 have deferred the effectivity of this interpretation until the final Revenue
standard is issued by International Accounting Standards Board and an evaluation of the
requirements of the final Revenue standard against the practices of the Philippine real estate
industry is completed. The adoption of this interpretation will result to a change in the
revenue and cost recognition from percentage of completion method to completed contract
method.

§ Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface
Mine, becomes effective for annual periods beginning on or after January 1, 2013. This
interpretation applies to waste removal costs that are incurred in surface mining activity during
the production phase of the mine (“production stripping costs”) and provides guidance on the
recognition of production stripping costs as an asset and measurement of the stripping activity
asset.

Financial Instruments - Initial Recognition and Subsequent Measurement

Date of Recognition. The Company 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 settlement date accounting. Regular way purchases or
sales are purchases or sales of financial assets that require delivery of assets within the period
generally established by regulation or convention in the marketplace.

Initial Recognition. Financial instruments are recognized initially at fair value, which is the fair
value of the consideration given (in case of an asset) or received (in case of a liability). The initial
measurement of financial instruments, except financial assets at fair value through profit or loss
(FVPL), includes transaction costs.

Determination of Fair Value. The fair value of 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 asking 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.

*SGVMC215419*
-9-

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, option
pricing models, and other relevant valuation models.

Classification of Financial Instruments. Subsequent to initial recognition, the Company classifies


its financial instruments in the following categories: financial assets and financial liabilities at
FVPL, loans and receivables, held-to-maturity (HTM) investments, AFS financial assets and other
financial liabilities. The category depends on the purpose for which the instruments are acquired
and whether they are quoted in an active market. Management determines the category of its
financial instruments at initial recognition and, where allowed and appropriate, re-evaluates such
designation at each financial year-end.

Financial Assets and Liabilities at FVPL. Financial assets and liabilities at FVPL include
financial assets and liabilities held for trading, derivative financial instruments and those
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 or repurchasing in the near term. Derivative instruments are also classified under this
category unless they are designated as effective hedges under hedge accounting.

Financial assets and liabilities may be designated by management at initial recognition as at FVPL
when any of the following criteria is met:

§ the designation eliminates or significantly reduces the inconsistent treatment that would
otherwise arise from measuring the assets and liabilities or recognizing gains or losses on a
different basis; or

§ the assets or liabilities are part of a group of financial assets, financial liabilities or both which
are managed and their performance are evaluated on a fair value basis, in accordance with a
documented risk management or investment strategy; or

§ the financial instrument contains an embedded derivative, unless the embedded derivative
does not significantly modify the cash flows or it is clear, with little or no analysis, that it
would not be separately recorded.

Financial assets and liabilities at FVPL are recorded in the consolidated statement of financial
position at fair value. Changes in fair value are included in the consolidated statement of
comprehensive income. Interest earned or incurred is recorded as interest income or expense,
respectively.

Derivatives embedded in host contracts are accounted for as separate derivatives when their risks
and characteristics are not closely related to those of the host contracts and the host contracts are
not carried at fair value. These embedded derivatives are measured at fair value with gains or
losses arising from changes in fair value recognized in the consolidated statement of
comprehensive income. Reassessment only occurs if there is a change in the terms of the contract
that significantly modifies the cash flows that would otherwise be required.

The Company has no financial assets and liabilities at FVPL as of December 31, 2011 and 2010.

*SGVMC215419*
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Loans and Receivables. Loans and receivables are nonderivative financial assets with fixed or
determinable payments that are not quoted in an active market. After initial measurement, loans
and receivables are subsequently carried at amortized cost using the effective interest method less
any allowance for impairment. Gains and losses are recognized in the consolidated statement of
comprehensive income when the loans and receivables are derecognized or impaired, as well as
through the amortization process. Loans and receivables are included in current assets if maturity
is within 12 months from the reporting date. Otherwise, these are classified as noncurrent assets.

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. Gains and losses are recognized in the consolidated statement of
income when the loans and receivables are derecognized and impaired, as well as through the
amortization process.

Classified as loans and receivables are the Company’s cash and cash equivalents, trade and other
receivables and deposits as of December 31, 2011 and 2010 (see Note 24).

HTM Investments. HTM investments are quoted nonderivative financial assets with fixed or
determinable payments and fixed maturities for which the Company has the positive intention and
ability to hold to maturity. When the Company would sell other than an insignificant amount of
HTM investments, the entire category would be tainted and reclassified as AFS financial assets.
After initial measurement, HTM investments are measured at amortized cost using the effective
interest method, less any impairment in value. This method uses an effective interest rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to
the net carrying amount of the financial asset. Gains and losses are recognized in the consolidated
statement of comprehensive income when the investments are derecognized or impaired, as well
as through the amortization process. Assets under this category are classified as current assets if
maturity is within 12 months from the reporting date and as noncurrent assets if maturity is more
than a year from the reporting date.

The Company has no HTM investments as of December 31, 2011 and 2010.

AFS Financial Assets. AFS financial assets are nonderivative financial assets that are either
designated in this category or not classified in any of the other categories. Financial assets may be
designated at initial recognition as AFS financial assets if they are purchased and held indefinitely,
and may be sold in response to liquidity requirements or changes in market conditions. AFS
financial assets are carried at fair value in the consolidated statement of financial position.
Unrealized gains and losses are recognized in other comprehensive income as “Unrealized mark-
to-market gain or loss on AFS financial assets” until the financial asset is derecognized or until the
financial asset is determined to be impaired at which time the cumulative unrealized mark-to-
market gain or loss previously reported as other comprehensive income is recognized as part of
profit or loss in the consolidated statement of comprehensive income. AFS financial assets are
classified as current assets if expected realization is within 12 months from the reporting date.
Otherwise, these are classified as noncurrent assets. When the investment is disposed of, the
cumulative gains or losses previously recorded in other comprehensive income is recognized in
the consolidated statement of comprehensive income as part of profit or loss. Interest earned or
paid on the investments is reported as interest income using the effective interest method.
Dividends earned on equity investments are recognized in the consolidated statement of
comprehensive income when the right of payment has been established.

*SGVMC215419*
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AFS financial assets include unquoted equity instruments, which are carried at cost, less any
accumulated impairment in value. The fair value of these instruments is not reasonably
determinable due to the unpredictable nature of future cash flows and the lack of other suitable
methods for arriving at a fair value.

The Company’s AFS financial assets as of December 31, 2011 and 2010 consist of investments in
quoted and unquoted equity instruments (see Notes 7 and 24).

Other Financial Liabilities. This category pertains to financial liabilities that are not held for
trading nor designated as at FVPL upon the inception of the liability and contain contractual
obligations to deliver cash or another financial asset to the holder or to settle 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.

These financial liabilities are recognized initially at fair value and are subsequently carried at
amortized cost, taking into account the impact of applying the effective interest method of
amortization (or accretion) for any related premium, discount and any directly attributable
transaction costs. Gains and losses are recognized in the consolidated statement of comprehensive
income when the liabilities are derecognized as well as through the amortization process.

Classified under this category are the Company’s loans payable, trade and other payables,
advances from related parties, subscriptions payable and other noncurrent liabilities (see Note 24).

Determination of Amortized Cost. Amortized cost is computed using the effective interest
method, less any allowance for impairment and principal repayment or reduction. The calculation
takes into account any premium or discount on acquisition and includes transaction costs and fees
that are integral part of the effective interest.

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

Impairment of Financial Assets


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

*SGVMC215419*
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Financial Assets Carried at Amortized Cost. The Company first assesses whether objective
evidence of impairment exists individually for financial assets that are individually significant, and
collectively for financial assets that are not individually significant. If it is determined that no
objective evidence of impairment exists for an individually assessed financial asset, whether
significant or not, the asset is included in a group of financial assets with similar credit risk
characteristics and that group of financial assets is collectively assessed for impairment based on
historical loss experience. 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 of
impairment.

If there is objective evidence that an impairment loss on financial assets carried at amortized cost
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 (excluding future credit
losses that have not been incurred) discounted at the financial asset’s original effective interest
rate (i.e., the effective interest rate computed at initial recognition). If a loan has a variable
interest rate, the discount rate for measuring any impairment loss is the current effective interest
rate.

The carrying amount of the asset shall be reduced either directly or through use of an allowance
account and the amount of the loss shall be recognized in the consolidated statement of
comprehensive income. Interest income continues to be accrued on the reduced carrying amount
based on the original effective interest rate of the asset. Loans, together with associated
allowance, are written off when there is no realistic prospect of future recovery and all collateral
has been realized or has been transferred to the Company.

If, in a subsequent period, the amount of the 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. If a future write-off is later recovered,
the recovery is recognized in the consolidated statement of comprehensive income. Any
subsequent reversal of an impairment loss is recognized in the consolidated statement of
comprehensive income, to the extent that the carrying value of the asset does not exceed its
amortized cost at the reversal date.

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, 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.

AFS Financial Assets. For AFS financial assets, the Company assesses at each reporting date
whether there is objective evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as AFS financial assets, objective evidence would
include a significant or prolonged decline in the fair value of the investment below its cost. Where
there is evidence of impairment, the cumulative loss, which is measured as the difference between
the acquisition cost and the current fair value, less any impairment loss on that investment
previously recognized as other comprehensive income, is removed from other comprehensive
income and recognized in profit or loss. Impairment losses on equity investments are not reversed
through profit or loss in the consolidated statement of comprehensive income; increases in fair
value after impairment are recognized directly in other comprehensive income.

*SGVMC215419*
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In the case of debt instruments classified as AFS, impairment is assessed based on the same
criteria as financial assets carried at amortized cost. However, the amount recorded for
impairment is the cumulative loss measured as the difference between the amortized cost and the
current fair value, less any impairment loss on that investment previously recognized in the
consolidated statement of comprehensive income. Future interest income is based on the reduced
carrying amount of the asset and is accrued based on the rate of interest used to discount future
cash flows for the purpose of measuring impairment loss. Such accrual is recorded as part of
“Interest income” account in the consolidated statement of comprehensive income. If, in
subsequent year, the fair value of a debt instrument increases and the increase can be objectively
related to an event occurring after the impairment loss was recognized in the consolidated
statement of comprehensive income, the impairment loss is reversed through profit or loss in the
consolidated statement of comprehensive income.

Derecognition of Financial Assets and Liabilities

Financial Assets. A financial asset (or, where applicable a part of a financial asset or part of a
group of similar financial assets) is derecognized when:

a. the rights to receive cash flows from the asset have expired; or

b. the Company 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 Company has transferred its rights 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 substantially all the risks and rewards of the asset, but has transferred control of the
asset.

When the Company has transferred its rights to receive cash flows from an asset 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 Company’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 Company could be required to repay.

When continuing involvement takes the form of a written and/or purchased option (including a
cash-settled option or similar provision) on the transferred asset, the extent of the Company’s
continuing involvement is the amount of the transferred asset that the Company may repurchase,
except that in the case of a written put option (including a cash-settled option or similar provision)
on an asset measured at fair value, the extent of the Company’s continuing involvement is limited
to the lower of the fair value of the transferred asset and the option exercise price.

Financial Liabilities. A financial liability is derecognized when the obligation under the liability
is discharged, cancelled or has expired.

When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognized in the consolidated
statement of comprehensive income.

*SGVMC215419*
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Classification of Financial Instruments between Debt and Equity


Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement.

A financial instrument is classified as debt if it provides for a contractual obligation to:

a. deliver cash or another financial asset to another entity; or

b. exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavorable to the Company; or

c. satisfy the obligation other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of own equity shares.

If the Company does not have an unconditional right to avoid delivering cash or another financial
asset to settle its contractual obligation, the obligation meets the definition of a financial liability.

Interest, dividends, gains and losses relating to a financial instrument or a component that is a
financial liability are reported as expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to equity, net of any related income tax
benefits.

Offsetting Financial Instruments


Financial assets and liabilities are offset and the net amount is 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.

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 amounts of cash with original maturities of three
months or less from date of acquisition and are subject to an insignificant risk of change in value.

Investments in Associates
The Company’s investments in its associates are 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 of the Company. The investments in associates are carried
in the consolidated statement of financial position at cost plus post-acquisition changes in the
Company’s share in the net assets of the associates, less any impairment in value. The
consolidated statement of comprehensive income reflects the Company’s share in the results of
operations of the associates.

Unrealized gains arising from transactions with its associates are eliminated to the extent of the
Company’s interest in the associates. Unrealized losses are eliminated similarly but only to the
extent that there is no evidence of impairment of the asset transferred.

*SGVMC215419*
- 15 -

The following are the associates of the Company, which are still in the pre-operating stage, as of
December 31, 2011 and 2010:

Percentage
Direct / of Direct
Indirect Ownership Nature of Business
Airstream Broadband Corporation (Airstream) Direct 40.00 Telecommunications
APC Distribution Network, Inc. Direct
(APC Distribution) 35.00 Holding company
PRC-Magma Energy Resources, Incorporated
(PRC-Magma) Indirect 33.26 Energy

All of the associates were incorporated in the Philippines. PRC-Magma was only incorporated in
2010 and was acquired by the Company in the same year.

The financial statements of the associates are prepared on the same reporting period as the
Company. Where necessary, adjustments are made to bring the accounting policies in line with
those of the Company.

Property and Equipment


Property and equipment, except land, are stated at cost less accumulated depreciation and
amortization and accumulated impairment losses. Land is stated at cost less any impairment in
value. The initial cost of property and equipment consists of its purchase price, including import
duties and any directly attributable costs, including borrowing cost, of bringing the property and
equipment to its working condition and location for its intended use. Such cost includes the cost
of replacing part of such property and equipment when that cost is incurred if the recognition
criteria are met. Expenditures incurred after the property and equipment have been put into
operation, such as repairs and maintenance, are normally charged to operations in the period such
costs are incurred. In situations where it can be clearly demonstrated that the expenditures have
resulted in an increase in the future economic benefits expected to be obtained from the use of an
item of property and equipment beyond its originally assessed standard of performance, the
expenditures are capitalized as additional costs of property and equipment.

Construction in progress includes cost of construction of property and equipment, less any
impairment in value. Construction in progress is not depreciated until such time that the relevant
assets are completed and available for operational use.

Depreciation and amortization are computed using the straight-line method over the following
estimated useful lives:

Mining equipment 1-2 years


Office and other equipment 1-5 years
Leasehold improvements 5 years or term of the lease,
whichever is shorter

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

*SGVMC215419*
- 16 -

The property and equipments’ residual values, useful lives and depreciation and amortization
method are reviewed, and adjusted if appropriate, at each financial year-end.

Investment Properties
Investment properties are measured initially at cost, including related transaction costs. The
carrying amount includes cost of replacing part of an existing investment property at the time that
cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of
an investment property. Subsequent to initial recognition, investment properties are stated at fair
value, which reflects market conditions at the reporting date and have been determined based on
the latest valuations performed by an independent firm or appraisers. Gains or losses arising from
changes in the fair values of investment properties are included in the consolidated statement of
comprehensive income in the year in which the gains or losses arise.

Investment property is derecognized when either it has been disposed of or when the investment
property is 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 property when, and only when, there is a change in use,
evidenced by ending of owner-occupation or commencement of an operating lease to another
party. Transfers are made from investment property when, and only when, there is a change in
use, evidenced by commencement of owner-occupation or commencement of development with a
view to sale. These transfers are recorded using the carrying amount of the investment property at
the date of change in use.

Mining Rights
Mining rights are carried at cost less any impairment in value.

Expenditures for mine exploration work prior to drilling are charged to operations. Expenditures
for the acquisition of property rights and expenditures subsequent to drilling and development
costs are deferred. When exploration work and project development results are positive, these
costs and subsequent mine development costs are capitalized as “Mining rights,” which are
included as part of “Other noncurrent assets” account in the consolidated statement of financial
position, until the start of commercial operations when such costs are transferred to property and
equipment. When the results are determined to be negative or not commercially viable, the
accumulated costs are written off.

Deferred Exploration Costs


Expenditures for exploration works on mining properties (i.e., acquisition of rights to explore,
topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching,
sampling, and activities in relation to evaluating the technical feasibility and commercial viability
of extracting a mineral resource) are deferred as incurred and included as part of “Other
noncurrent assets” account in the consolidated statement of financial position. If and when
recoverable reserves are determined to be present in commercially producible quantities, the
deferred exploration expenditures and subsequent mine development costs are capitalized as part
of the “Mine and mining properties” account classified under “Property and equipment” account
in the consolidated statement of financial position.

*SGVMC215419*
- 17 -

A valuation allowance is provided for unrecoverable mining rights and deferred exploration costs
based on the Company’s assessment of the future prospects of the exploration project. Full
provision is made for the impairment unless it is probable that such costs are expected to be
recouped through successful exploration and development of the area of interest, or alternatively,
by its sale. If the project does not prove to be viable, all revocable cost associated with the project
and the related impairment provisions are written off. When a project is abandoned, the related
deferred exploration costs are also written off.

Impairment of Nonfinancial Assets


The Company assesses at each reporting date whether there is an indication that an asset
(investment in associates, property and equipment and other noncurrent assets) may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the
Company 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,
an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded securities or other available fair value indicators.
Impairment losses, if any, are recognized in the consolidated statement of comprehensive income
in the 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 comprehensive income unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. After such a reversal, the depreciation and
amortization are 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.

Capital Stock and Additional Paid-in Capital


Capital stock is measured at par value for all shares issued. Incremental costs incurred directly
attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of
tax. Proceeds and/or fair value of considerations received in excess of par value, if any, are
recognized as additional paid-in capital.

Treasury Shares
Own equity instruments which are reacquired (treasury shares) are recognized at cost and
deducted from equity. No gain or loss is recognized in the consolidated statement of
comprehensive income on the purchase, sale, issue or cancellation of the Company’s own equity
instruments. Any difference between the carrying amount and the consideration is recognized in
additional paid-in capital.

*SGVMC215419*
- 18 -

Retained Earnings
The amount included in retained earnings includes profit attributable to the Company’s equity
holders and reduced by dividends on capital stock. Dividends on capital stock are recognized as a
liability and deducted from equity when they are approved by the Company’s stockholders.
Dividends for the year that are approved after the financial reporting date are dealt with as an
event after the reporting date. Retained earnings may also include effect of changes in accounting
policy as may be required by the standard’s transitional provisions.

Revenue
Revenue is recognized when it is probable that the economic benefits associated with the
transaction will flow to the Company and the amount of the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received. The Company assesses its
revenue arrangements against specific criteria in order to determine if it is acting as principal or
agent. The Company has concluded that it is a principal in all of its revenue arrangements. The
following specific recognition criteria must also be met before revenue is recognized:

Service Fees. Revenue from janitorial services is generally recognized when services are rendered
and acknowledged by the customer.

Rental Income. Revenue (included as part of “Others” account in the consolidated statement of
comprehensive income) arising from investment properties is recorded as income on a straight-
line basis over the lease term.

Interest Income. Revenue is recognized as the interest accrues, taking into account the effective
yield on the assets.

Dividend Income. Revenue is recognized when the Company’s right to receive the payment is
established.

Costs and Expenses


Cost of services and general and administrative expenses are recognized as incurred.

Retirement Costs
The Company has an unfunded, noncontributory defined benefit retirement plan covering
substantially all of its employees. The cost of providing benefits under the defined benefit plan is
determined using the projected unit credit actuarial valuation method. Actuarial gains and losses
are recognized as income or expense when the net cumulative unrecognized actuarial gains and
losses for the plan at the end of the previous reporting year exceeded 10% of the higher of the
defined benefit obligation and the fair value of plan assets at that date. These gains or losses are
recognized over the expected average remaining working lives of the employees participating in
the plan.

The past service cost is recognized as an expense on a straight-line basis over the average period
until the benefits become vested. If the benefits are already vested immediately following the
introduction of, or changes to, a pension plan, past service cost is recognized immediately.

The defined benefit liability comprises the aggregate of the present value of the defined benefit
obligation and any actuarial gains and losses not recognized less past service cost. If such
aggregate is negative, the asset is measured at the lower of such aggregate or the aggregate of
cumulative unrecognized net actuarial losses and of any past service cost.

*SGVMC215419*
- 19 -

Actuarial valuations are made with sufficient regularity that the amounts recognized in the
consolidated financial statements do not differ materially from the amounts that would be
determined at the reporting date.

Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at the inception date of 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 agreement;

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 the fulfillment is dependent on a specified


asset; or

d. there is a 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 the date of
renewal or extension period for scenario b.

Company as a Lessee. Leases where the lessor retains substantially all the risks and benefits of
ownership of the assets are classified as operating leases. Operating lease payments are
recognized as an expense in the consolidated statement of comprehensive income on a straight-
line basis over the lease term.

Company as a Lessor. Leases where the Company does not transfer substantially all the risks and
reward of ownership of the asset are classified as operating leases. Initial direct costs incurred in
negotiating an operating lease are added to the carrying amount of the leased assets and
recognized over the lease term on the same basis as rental income.

Taxes

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

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

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

*SGVMC215419*
- 20 -

over RCIT and NOLCO can be utilized. Deferred tax, however, is not recognized when it arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss.

Deferred tax liabilities are not provided on non-taxable temporary differences associated with
investments in domestic subsidiaries and associates.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at
each reporting date and are recognized to the extent that it has become probable that future taxable
profit will allow the deferred tax to assets be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date. Income tax relating to items
recognized directly in equity is recognized in equity and not in the consolidated statement of
comprehensive income.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to offset current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and
the same taxation authority.

Value-Added Tax (VAT). Revenues, expenses and assets are recognized, net of the amount of
VAT, except:

§ where the VAT incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the VAT is recognized as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and

§ receivables and payables that are stated with the amount of VAT included.

The net amount of VAT recoverable from or payable to the taxation authority is included as part
of “Other current assets” and “Trade and other payables” accounts, respectively, in the
consolidated statement of financial position.

Foreign Currency-Denominated Transactions


Transactions in foreign currencies are initially recorded in the functional currency rate ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
re-translated using the closing exchange rate at the reporting date. All differences are taken to the
consolidated statement of comprehensive income.

Provisions
Provisions are recognized when the Company 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. 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
interest expense. Where the Company expects a provision to be reimbursed, the reimbursement is
recognized as a separate asset but only when the receipt of the reimbursement is virtually certain.

*SGVMC215419*
- 21 -

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

Segment Reporting
The Company is organized and managed separately according to the nature of business. The three
major operating businesses of the Company are general services, mining and exploration and
unallocated corporate balances and other operations. These operating businesses are the basis
upon which the Company reports its primary segment information presented in Note 4 to the
consolidated financial statements.

Events after the Reporting Period


Post year-end events that provide additional information about the Company’s financial position at
the reporting date (adjusting events), if any, are reflected in the consolidated financial statements.
Post year-end events that are not adjusting events are disclosed in the notes to consolidated
financial statements when material.

Earnings (Loss) per Share


Earnings (loss) per share is computed by dividing net income (loss) by the weighted average
number of common shares issued and outstanding during each year after giving retroactive effect
to stock dividends declared during the year and after deducting the treasury shares, if any. The
Company has no dilutive potential common shares outstanding.

3. Management’s Use of Judgments, Estimates and Assumptions

The preparation of the consolidated financial statements requires management to make judgments,
estimates and assumptions that affect certain reported amounts and disclosures. In preparing the
consolidated financial statements, management has made its best judgments and estimates of
certain amounts, giving due consideration to materiality. The judgments, estimates and
assumptions 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 those estimates, and such estimates will be adjusted
accordingly.

Judgments, estimates and assumptions are continually evaluated and are based on experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

The Company believes that the following represent a summary of these significant judgments,
estimates and assumptions and related impact and associated risks in its consolidated financial
statements.

*SGVMC215419*
- 22 -

Judgments
In the process of applying the accounting policies, management has made the following
judgments, apart from those involving estimations, which has the most significant effect on the
amounts recognized in the consolidated financial statements:

Operating Lease Commitments - Company as Lessee. The Company has entered into lease
agreements with Philippine Global Communication, Inc. (PhilCom) for use of certain office
spaces. The Company has determined, based on an evaluation of the terms and conditions of the
arrangements, that it has not retained any significant risks and rewards of ownership of these
properties because the lease agreements do not transfer to the Company the ownership over the
assets at the end of the lease term and do not provide a bargain purchase option over the leased
assets and accounts for these arrangements as operating leases.

In 2008, PhilCom waived the rental of the office space of the Parent Company and certain
subsidiaries for the period covering August 2007 to August 2010. Rental expense recognized
by the Company amounted to P =3.0 million in 2011, P
=2.4 million in 2010 and 2009, respectively,
(see Notes 16 and 17).

Operating Lease Commitments - Company as Lessor. The Company has entered into lease
agreements on its investment property. The Company has determined, based on an evaluation of
the terms and conditions of the arrangements, that it retains all the significant risks and rewards of
ownership of these properties because the lease agreements do not transfer the ownership of the
assets to the lessee at the end of the lease term and do not give the lessee a bargain purchase
option over the assets and accounts for these agreements as operating leases.

Rental income (included as part of “Others” account in the consolidated statements of


comprehensive income) amounted to P =2.5 million , P
=2.3 million and P
=2.1 million in 2011, 2010
and 2009, respectively (see Note 19).

Classification of AFS Financial Assets. The Company holds various AFS financial assets. The
Company expects that portion of these AFS financial assets are expected to be realized within
12 months from the reporting date to respond to the liquidity requirement of the Company.
Consequently, these are classified as part of current assets in the consolidated statements of
financial position.

AFS financial assets classified as current assets amounted to P


=0.4 million and P
=46.5 million as of
December 31, 2011 and 2010, respectively (see Note 7).

Estimates and Assumptions


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

Estimating Allowance for Doubtful Accounts. The Company maintains allowance for doubtful
accounts based on the result of the individual and collective assessment. Under the individual
assessment, the Company is required to obtain the present value of estimated cash flows using the
receivable’s original effective interest rate. Impairment loss is determined as the difference
between the receivable’s carrying amount and the computed present value. Impairment loss is
then determined based on loss experience of the receivables grouped per credit risk profile. 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 loss experience is based and to remove the

*SGVMC215419*
- 23 -

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
judgments and estimates. Therefore, the amount and timing of recorded expense for any period
would differ depending on the judgments and estimates made for the year.

Provision for doubtful accounts amounted to P =0.3 million, P


=0.6 million and P
=0.5 million in 2011,
2010 and 2009, respectively (see Note 17). Allowance for doubtful accounts amounted to
=23.6 million and P
P =24.2 million as of December 31, 2011 and 2010, respectively. Trade and other
receivables, net of allowance for doubtful accounts, amounted to P=98.0 million and P
=81.0 million
as of December 31, 2011 and 2010, respectively (see Note 6).

Impairment of AFS Financial Assets. The Company treats AFS financial assets as impaired when
there has been a significant or prolonged decline in the fair value below its cost or where other
objective evidence of impairment exists. The determination of what is “significant” or
“prolonged” requires judgment. The Company treats “significant” generally as 20% or more and
“prolonged” as greater than six months for quoted equity securities.

No impairment loss was recognized in 2011, 2010 and 2009. AFS financial assets amounted to
=34.5 million and P
P =78.2 million as of December 31, 2011 and 2010, respectively (see Note 7).

Estimating Useful Lives. The useful life of each of the Company’s item of property and
equipment is estimated based on the period over which the asset is expected to be available for
use. Such estimation is based on a collective assessment of similar businesses, internal technical
evaluation and experience with similar assets. The estimated useful life of each asset is reviewed
periodically and updated if expectations differ from previous estimates due to physical wear and
tear, technical or commercial obsolescence and legal or other limits on the use of the asset. It is
possible, however, that future results of operations could be materially affected by changes in the
amounts and timing of recorded expenses brought about by changes in the factors mentioned
above. A reduction in the estimated useful life of any item of property and equipment would
increase the recorded depreciation expense and decrease the carrying value of property and
equipment.

There was no change in the estimated useful lives of property and equipment in 2011 and 2010.
The carrying value of property and equipment amounted to P =4.6 million as of December 31, 2011
and 2010 (see Note 10).

Fair Value of Investment Properties. In 2008, the Company started carrying its investment
properties at fair value, with changes in fair values being recognized in the consolidated
statements of comprehensive income. The Company engaged an independent valuation specialist
to determine the fair value as of December 31, 2011 and 2010. The appraiser used a valuation
technique based on Market Data Approach. In this approach, the value of the land is based on
sales and listings of comparable property registered within the vicinity. The technique of this
approach requires the adjustments 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. The
comparison was premised on the factors of location, size and shape of the lot and time element.

Fair value gain on investment properties amounted to P


=0.05 million, P=13.7 million and P=32.8
million in 2011, 2010 and 2009, respectively. Total fair value of investment properties amounted
to P
=240.3 million and P
=235.9 million as of December 31, 2011 and 2010, respectively
(see Note 11).

*SGVMC215419*
- 24 -

Impairment of Nonfinancial Assets. An impairment review is performed when certain impairment


indicators are present. The determination of the recoverable amounts of nonfinancial assets,
which requires the determination of future cash flows expected to be generated from the continued
use and ultimate disposition of such assets, requires the Company to make estimates and
assumptions that can materially affect the consolidated financial statements. Future events could
cause the Company to conclude that the nonfinancial assets are impaired. Any resulting
impairment loss could have a material impact on the Company’s consolidated financial position
and financial performance.

The preparation of the estimated future cash flows involves judgment and estimations. While the
Company believes that its assumptions are appropriate and reasonable, significant changes in these
assumptions may materially affect the Company’s assessment of recoverable values and may lead
to future additional impairment charges.

The carrying values of the Company’s nonfinancial assets that are subject to impairment testing
when certain impairment indicators are present are as follows:

2011 2010
Investments in associates (see Note 9) P
=37,598,925 =36,098,565
P
Property and equipment (see Note 10) 4,564,141 4,622,512
Other noncurrent assets* (see Note 12) 92,895,735 107,677,956
*Excluding deposits.

Impairment loss recognized on deferred exploration costs and mining rights under “Provision for
impairment of deferred exploration costs and mining rights” account in the consolidated statement
of comprehensive income in 2011 and 2010 amounted to P =24.7 million and P =7.3 million,
respectively (see Note 12). No impairment losses were recognized in 2009.

Realizabiltiy of Deferred Tax Assets. The carrying amount of deferred tax assets is reviewed at
each reporting date and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred tax assets to be utilized. However, there
is no assurance that sufficient taxable profit will be generated to allow all or part of the deferred
tax assets to be utilized. The Company’s assessment on recognition of deferred tax assets on
deductible temporary differences and carryforward benefits of MCIT and NOLCO is based on the
forecasted taxable income. This forecast is based on the Company’s past results and future
expectations on revenue and expenses.

Recognized deferred tax assets as of December 31, 2011 and 2010 amounted to P =9.3 million and
=7.3 million, respectively. Unrecognized deferred tax assets amounted to P
P =23.4 million and
=26.6 million as of December 31, 2011 and 2010, respectively (see Note 20).
P

Fair Value of Financial Assets and Liabilities. Certain financial assets and liabilities are required
to be carried at fair value, which requires the use of accounting estimates and judgment. While
significant components of fair value measurement are determined using verifiable objective
evidence (i.e., foreign exchange rates, interest rates, volatility rates), the timing and amount of
changes in fair value would differ with the valuation methodology used. Any change in the fair
value of these financial assets and financial liabilities would directly affect profit or loss and
equity.

The fair value of the Company’s financial assets and liabilities are disclosed in Note 24.

*SGVMC215419*
- 25 -

Retirement Costs. The determination of the obligation and retirement benefits is dependent on the
selection of certain assumptions used by actuaries in calculating such amounts. Those
assumptions are described in Note 18 and include among others, the discount rate and rate of
compensation increase. Actual results that differ from the Company’s assumptions are
accumulated and amortized over future periods and therefore, generally affect the recognized
expense and recorded obligation in such future periods. While it is believed that the Company’s
assumptions are reasonable and appropriate, significant differences in actual experience or
significant changes in assumptions may materially affect the Company’s retirement obligations.

Retirement costs amounted to P


=4.8 million, P
=4.3 million and P
=1.6 million in 2011, 2010 and 2009,
respectively. Accrued retirement costs amounted to P
=19.9 million and P=15.7 million as of
December 31, 2011 and 2010, respectively (see Note 18).

Contingencies. The estimate of the probable costs for the resolution of possible claims has been
developed in consultation with outside counsel handling the Company’s defense in these matters
and is based upon an analysis of potential results. The Company is a party to certain lawsuits or
claims arising from the ordinary course of business. However, the Company’s management and
legal counsel believe that, after making certain provisions in prior years, the eventual liabilities
under these lawsuits or claims, if any, will no longer have a material effect on the Company’s
consolidated financial statements. Accordingly, no provision for probable losses arising from
legal contingencies was recognized in the consolidated statements of comprehensive income in
2011, 2010 and 2009.

4. Segment Information

The Company’s operating businesses are organized and managed separately according to the
nature of products and services provided, with each segment representing a strategic business unit
that offers different products and serves different markets.

As discussed in Note 1, the Company is engaged in general services and mining and exploration
activities, among others.

Following are the segments of the Company:

d. General Services - pertain to the operations of EGSI, a subsidiary involved in establishing,


managing, operating and carrying on the business of cleaning buildings and other premises, as
well as rendering general and janitorial services.

e. Mining and Exploration - pertain to the mining, coal and power and energy business of the
Company.

f. Unallocated Corporate Balances and Other Operations - contain the operations of the holding
companies and the real estate business.

Transfer prices between business segments are set on arm’s-length basis in a manner similar to
transactions with third parties. Segment revenue, segment expenses and segment results include
transfers among business segments. Those transfers are eliminated in the consolidation.

*SGVMC215419*
- 26 -

Information with regard to the significant business segments of the Company are shown below:
2011
Unallocated
Corporate
Balances
General Mining and and Other
Services Exploration Operations Combined Eliminations Total
Segment revenue P
=345,030,990 P
=1,683 P
=51,792,323 P
=396,824,996 (P
=9,562,500) P
=387,262,496
Segment expenses (349,283,416) (28,429,739) (12,505,506) (390,218,661) – (390,218,661)
Segment results (4,252,426) (28,428,056) 39,286,817 6,606,335 (9,562,500) (2,956,165)
Interest expense (532,366) (417,267) – (949,633) 316,861 (632,772)
Interest income 13,915 468,888 490,474 973,277 (316,861) 656,416
Equity in net loss of associates – (217,940) (44,200) (262,140) – (262,140)
Dividend income – – 7,550 7,550 – 7,550
Provision for income tax 1,413,647 (93,778) 6,856,044 8,175,913 – 8,175,913
Net income (loss) (P
=3,357,230) (P
=28,688,153) P
=46,596,685 P
=14,551,302 (P
=9,562,500) P
=4,988,802

Other information:
Segment assets P
=94,428,761 P
=139,475,140 P
=583,922,812 P
=817,826,713 (P
=251,785,378) P
=566,041,335
Segment liabilities 93,966,711 96,336,925 316,950,768 507,254,404 (201,178,121) 306,076,283
Deferred tax assets 9,282,589 – – 9,282,589 – 9,282,589
Deferred tax liabilities – – 7,975,500 7,975,500 – 7,975,500
Capital expenditures 2,491,767 – 4,328,947 6,820,714 – 6,820,714
Depreciation and amortization 1,850,745 505,946 240,474 2,597,165 – 2,597,165
Impairment loss – 24,716,367 – 24,716,367 – 24,716,367
Other noncash expenses other
than depreciation and
amortization 3,995,606 547,123 495,282 5,038,011 – 5,038,011

2010
Unallocated
Corporate
Balances
General Mining and and Other
Services Exploration Operations Combined Eliminations Total
Segment revenue =301,293,087
P =–
P =18,992,070
P =320,285,157
P =–
P P320,285,157
=
Segment expenses (303,576,074) (9,304,950) (11,200,539) (324,081,563) – (324,081,563)
Segment results (2,282,987) (9,304,950) 7,791,531 (3,796,406) – (3,796,406)
Interest expense (300,892) (531,393) – (832,285) 372,380 (459,905)
Interest income 18,679 1,167,366 368,318 1,554,363 (372,380) 1,181,983
Equity in net loss of associates – (210,745) (10,338,680) (10,549,425) 10,362,146 (187,279)
Dividend income – – 7,550 7,550 – 7,550
Provision for income tax 36,905 (233,474) (1,101,010) (1,297,579) – (1,297,579)
Net loss (P
=2,528,295) (P
=9,113,196) (P
=3,272,291) (P =14,913,782) =10,362,146
P (P
=4,551,636)

Other information:
Segment assets P92,643,616
= =171,011,696
P P790,423,904 =
= P1,054,079,216 (P
=456,278,475) 597,800,741
Segment liabilities 86,859,936 99,185,332 363,364,829 549,410,097 (252,550,936) 296,859,161
Deferred tax assets 7,318,184 – – 7,318,184 – 7,318,184
Deferred tax liabilities – – 15,429,480 15,429,480 – 15,429,480
Capital expenditures 608,517 1,280,315 39,648 1,928,480 – 1,928,480
Depreciation and amortization 2,008,489 491,036 231,542 2,731,067 – 2,731,067
Other noncash expenses other
than depreciation and
amortization 4,038,434 7,682,554 444,805 12,165,793 – 12,165,793

2009
Unallocated
Corporate
Balances
General Mining and and Other
Services Exploration Operations Combined Eliminations Total
Segment revenue =293,795,389
P =–
P =84,551,740
P =378,347,129
P (P
=30,546,683) P347,800,446
=
Segment expenses (297,201,899) (1,826,582) (13,105,447) (312,133,928) – (312,133,928)
Segment results (3,406,510) (1,826,582) 71,446,293 66,213,201 (30,546,683) 35,666,518
Interest expense (270,926) (692,356) – (963,282) 245,769 (717,513)
Interest income 50,890 3,284,803 321,951 3,657,644 (245,769) 3,411,875
Equity in net earnings of associates – – 21,273,208 21,273,208 (21,154,228) 118,980
Dividend income – – 3,350 3,350 – 3,350
Provision for income tax 188,015 (656,961) (3,814,467) (4,283,413) – (4,283,413)
Net income (loss) (P
=3,438,531) =108,904
P =89,230,335
P =85,900,708
P (P
=51,700,911) =34,199,797
P

*SGVMC215419*
- 27 -

2009
Unallocated
Corporate
Balances
General Mining and and Other
Services Exploration Operations Combined Eliminations Total

Other information:
Segment assets P59,578,410
= P94,155,010
= P670,528,151
= P824,261,571
= (P
=274,023,406) P550,238,165
=
Segment liabilities 50,857,089 13,215,448 318,425,024 382,497,561 (98,963,901) 283,533,660
Deferred tax assets 6,908,838 – – 6,908,838 – 6,908,838
Deferred tax liabilities – – 14,605,920 14,605,920 – 14,605,920
Capital expenditures 1,927,877 70,823 30,000 2,028,700 – 2,028,700
Depreciation and amortization 2,545,528 498,566 290,740 3,334,834 – 3,334,834
Other noncash expenses other
than depreciation and
amortization 1,503,548 242,400 343,645 2,089,593 – 2,089,593

5. Cash and Cash Equivalents

This account consists of:

2011 2010
Cash on hand and in banks P
=5,402,824 P5,040,456
=
Short-term investments 14,225,810 16,573,008
P
=19,628,634 =21,613,464
P

Cash in banks earn interest at the prevailing bank deposit rates. Short-term investments are made
for varying periods of up to three months depending on the immediate cash requirements of the
Company, and earn interest at the respective short-term investment rates.

Interest income earned from cash in banks and short-term investments amounted to P
=0.7 million,
=1.2 million and P
P =3.4 million in 2011, 2010 and 2009, respectively.

6. Trade and Other Receivables

This account consists of:

2011 2010
Trade P
=64,319,625 =69,527,438
P
Advances to officers and employees (see Note 21) 13,612,986 13,764,190
Advances to associates (see Note 21) 125,540 138,395
Others 43,515,126 21,727,173
121,573,277 105,157,196
Less allowance for doubtful accounts 23,612,270 24,204,792
P
=97,961,007 =80,952,404
P

The terms and conditions of the above receivables are as follows:

a. Trade receivables are noninterest-bearing and generally have 30 days term.

b. Advances to officers and employees are noninterest-bearing and are normally settled within a
30-day term.

*SGVMC215419*
- 28 -

c. Advances to associates are noninterest-bearing and are normally settled within the next
financial year.

d. Other receivables consist of advances to contractors and suppliers. These also include
receivable from a third party arising from the sale of AFS financial assets amounting to
=28.6 million and P
P =5.0 million as of December 31, 2011 and 2010, respectively. These are
normally settled within a year.

Trade receivables with a carrying value of P


=9.6 million and P =8.6 million as of December 31, 2011
and 2010, respectively, are pledged as collateral for loans payable (see Note 13).

Provision for doubtful accounts is determined using individual and collective impairment
assessments. Movements in allowance for doubtful accounts are as follows:

2011
Provisions
Beginning (see Note 17) Write-off Ending
Trade P
=11,692,038 P
=196,906 P
=– P
=11,888,944
Others 12,512,754 65,000 (854,428) 11,723,326
P
=24,204,792 P
=261,906 (P
=854,428) P
=23,612,270

2010
Provisions
Beginning (see Note 17) Write-off Ending
Trade =11,367,554
P =640,834
P (P
=316,350) =11,692,038
P
Others 12,512,754 – – 12,512,754
=23,880,308
P =640,834
P (P
=316,350) =24,204,792
P

7. Available-for-Sale Financial Assets

This account consists of:

2011 2010
Quoted equity securities:
Sinophil Corporation (Sinophil) P
=33,010,200 =30,509,300
P
Belle Corporation (Belle) 149,713 46,263,401
Others 204,766 243,313
33,364,679 77,016,014
Unquoted equity securities 1,185,100 1,185,100
34,549,779 78,201,114
Less current portion 354,479 46,506,714
P
=34,195,300 =31,694,400
P

Quoted equity securities are traded in the Philippine Stock Exchange. These are carried at fair
value with cumulative changes in fair values presented under “Unrealized mark-to-market gain on
available-for-sale financial assets” account in the consolidated statements of changes in equity.
The fair values of these shares are based on the quoted market price as of reporting date.

Unquoted equity securities pertain to unlisted shares of stocks which the Company will continue to
carry as part of its investment. The fair value of these unquoted equity securities cannot be

*SGVMC215419*
- 29 -

reliably determined and are carried at cost less accumulated impairment, if any. Management
intends to dispose the AFS financial assets, both quoted and unquoted, when the need arises.

In 2011 and 2009, a total of 10.0 million and 1.6 million shares with a total acquisition cost of
=7.1 million and P
P =12.2 million, respectively, were sold resulting to a realized gain of
=38.5 million and P
P =13.2 million, respectively. Disposals in 2011 are composed of listed shares in
Belle while disposals in 2009 are composed of shares in Pacific Online. There was no disposal in
2010.

Movements of AFS financial assets as of December 31 are as follows:

2011 2010
Quoted Unquoted Total Quoted Unquoted Total
Balance at beginning
of year P
= 77,016,014 P
=1,185,100 P
=78,201,114 =38,641,517
P =1,185,100
P =39,826,617
P
Fair value changes 1,987,153 – 1,987,153 38,374,497 – 38,374,497
Disposals (see Note 26) (45,638,488) – (45,638,488) – – –
Balance at end of year P
= 33,364,679 P
=1,185,100 P
=34,549,779 =77,016,014
P =1,185,100
P =78,201,114
P

Movements of the unrealized mark-to-market gain on AFS financial assets attributable to the
shareholders of the Parent Company (presented in the equity section of the consolidated
statements of financial position) follow:

2011 2010
Balance at beginning of year P
=57,743,984 =19,369,487
P
Unrealized mark-to-market gain 1,987,153 38,374,497
Realized mark-to-market gain (38,534,098) –
Balance at end of year P
=21,197,039 =57,743,984
P

As of December 31, 2011 and 2010, subscriptions payable related to the AFS financial assets
follows:

Sinophil =75,145,150
P
Others 16,809
=75,161,959
P

8. Other Current Assets

This account consists of:

2011 2010
Creditable withholding taxes P
=28,787,272 =23,100,095
P
Inventories at cost 2,127,309 3,319,587
Input VAT 4,184,964 2,708,951
Prepayments and others 3,068,561 3,206,652
P
=38,168,106 =32,335,285
P

Inventories consist of cleaning materials and supplies used for the operations of EGSI.

*SGVMC215419*
- 30 -

9. Investments in Associates

This account consists of:

2011 2010
Acquisition costs:
PRC-Magma P
=26,762,500 =25,000,000
P
Airstream 9,700,000 9,700,000
APC Distribution 4,375,000 4,375,000
40,837,500 39,075,000
Accumulated equity in net losses of associates:
Balance at beginning of year (2,976,435) (2,789,156)
Equity in net loss during the year (262,140) (187,279)
Balance at end of year (3,238,575) (2,976,435)
P
=37,598,925 =36,098,565
P

Condensed financial information of PRC-Magma, Airstream and APC Distribution follow:

Total Total Net Net Income


Year Assets Liabilities Equity Revenue (Loss)
PRC-Magma 2011 P
=25,536,145 P
=581,144 P
=24,955,001 P
=619,637 (P
=655,260)
2010 24,476,253 628,492 23,847,761 276,517 (1,086,223)
Airstream 2011 12,262,030 158,260 12,103,770 5,377 5,377
2010 12,260,705 169,662 12,091,043 144,614 131,114
APC Distribution 2011 11,920,871 925,397 10,995,474 – (115,877)
2010 12,170,565 1,059,214 11,111,351 – (82,797)

a. PRC-Magma

APEC is the registered shareholder of 854,250 shares of PRC-Magma as of December 31,


2010. Out of its 854,250 shares of PRC-Magma, APC holds 520,000 shares in trust for the
beneficial owner, Kalinga Apayao Geothermal Resources, Inc. (KAGRI), by virtue of the
Declaration of Trust entered into between APEC and KAGRI on February 2, 2010.
Accordingly, APEC is the beneficial owner of the shares of PRC-Magma only to the extent of
334,250 shares or approximately 33.26% of the total outstanding capital stock of PRC-
Magma.

The investment in PRC-Magma is presented net of subscriptions payable amounting to


=6.7 million and P
P =8.4 million as of December 31, 2011 and 2010, respectively.

PRC-Magma was incorporated and registered with the SEC on May 21, 2010 to engage in the
business of exploration, development, exploitation and processing of geothermal energy
resources and renewable and nonrenewable energy resources. As of March 20, 2012, PRC-
Magma is still in the pre-operating stage.

b. Airstream

Airstream was incorporated and registered with the SEC on November 9, 2000 to engage in
the telecommunications industry. As of March 20, 2012, Airstream is still in the pre-operating
stage.

*SGVMC215419*
- 31 -

c. APC Distribution

APC Distribution was incorporated and registered with the SEC on August 29, 1997 to engage
in the business of trading goods such as cement and other building materials on a wholesale
basis. As of March 20, 2012, APC Distribution is still in the pre-operating stage.

10. Property and Equipment

This account consists of:

2011
Office
Mining and Other Leasehold Construction
Land Equipment Equipment Improvements in Progress Total
Cost:
Balance at beginning
of year P
=64,000 P
=50,080 P
=38,586,539 P
=5,487,001 P
=546,786 P
=44,734,406
Additions – – 2,476,079 15,688 – 2,491,767
Disposals – – (9,821) – – (9,821)
Balance at end of year 64,000 50,080 41,052,797 5,502,689 546,786 47,216,352
Accumulated depreciation
and amortization:
Balance at beginning of
year – 50,080 35,264,886 4,796,928 – 40,111,894
Depreciation and
amortization – – 2,235,412 314,726 – 2,550,138
Disposals – – (9,821) – – (9,821)
Balance at end of year – 50,080 37,490,477 5,111,654 – 42,652,211
Net book value P
=64,000 P
=– P
=3,562,320 P
=391,035 P
=546,786 P
=4,564,141

2010
Office
Mining and Other Leasehold Construction
Land Equipment Equipment Improvements in Progress Total
Cost:
Balance at beginning
of year =64,000
P =50,080
P =37,040,617
P =5,447,353
P =546,786
P =43,148,836
P
Additions – – 1,888,832 39,648 – 1,928,480
Disposals – – (342,910) – – (342,910)
Balance at end of year 64,000 50,080 38,586,539 5,487,001 546,786 44,734,406
Accumulated depreciation
and amortization:
Balance at beginning of
year – 34,145 33,293,249 4,442,389 – 37,769,783
Depreciation and
amortization – 15,935 2,314,547 354,539 – 2,685,021
Disposals – – (342,910) – – (342,910)
Balance at end of year – 50,080 35,264,886 4,796,928 – 40,111,894
Net book value =64,000
P =–
P =3,321,653
P =690,073
P =546,786
P =4,622,512
P

The costs of fully depreciated assets still in use amounted to P


=24.5 million and P
=18.7 million as of
December 31, 2011 and 2010, respectively.

*SGVMC215419*
- 32 -

11. Investment Properties

The movement of this account follows:

2011 2010
Balance at beginning of year P
=235,890,002 =222,164,002
P
Additions 4,328,947 –
Fair value adjustments 46,620 13,726,000
Balance at end of year P
=240,265,569 =235,890,002
P

Investment properties consist of parcels of land which are being held by the Company to earn
rentals and/or for capital appreciation.

The aggregate fair values of the investment properties are determined based on the valuation
performed by an independent appraiser annually. The appraiser is an industry specialist in valuing
these types of investment property. The fair values represent the amount at which the assets could
be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an
arm’s length transaction at the date of valuation, in accordance with International Valuation
Standards. The fair values of investment properties are determined using the market data
approach by gathering available market evidences.

Rental income (included as part of “Others” account in the consolidated statements of


comprehensive income) from the investment properties amounted to P =2.5 million , P
=2.3 million
and P
=2.1 million in 2011, 2010 and 2009, respectively (see Note 19). Direct cost arising from
investment properties included under “General and administrative expenses” account in the
consolidated statements of comprehensive income amounted to P =0.7 million in 2011 and P=0.6
million in 2010 and 2009.

12. Other Noncurrent Assets

This account consists of:


2011 2010
Mining rights P
=31,365,690 =48,254,908
P
Deferred exploration costs 61,191,862 59,273,152
Deposits 409,439 409,439
Software (net of accumulated amortization
amounting to P=132,261 and P
=85,234 as of
December 31, 2011 and 2010, respectively) 102,869 =149,896
P
Others 235,314 –
P
=93,305,174 =108,087,395
P

Mining rights are carried net of allowance for impairment losses amounting to P
=16.9 million as of
December 31, 2011.

Deferred exploration costs are carried net of allowance for impairment losses amounting to
=15.1 million and P
P =7.3 million as of December 31, 2011 and 2010, respectively.

*SGVMC215419*
- 33 -

On July 13, 2007, APC and Zenith Assets, Inc. (Zenith) entered into a Memorandum of
Agreement whereby APC agreed to compensate Zenith for the mining areas which is the subject
of the exploration permits of APC Mining, through a subscription to 16.67% of its capital stock
and extinguishment of Zenith’s existing debt.

Zenith nominated Gentry Mineral Exploration, Inc. (Gentry) to subscribe to the 16.67% of the
capital stock of APC Mining. Subscription of Gentry in 2007 to APC Mining resulted to a gain on
dilution in APC amounting to = P0.2 million included in the equity section of the consolidated
statements of financial position.

Deferred exploration costs relate to projects that are currently on-going in the mining areas. The
recovery of these costs depends upon the success of exploration activities and future developments
of the corresponding mining properties or the discovery of minerals producible in commercial
quantities (see Note 1).

In 1997, the Parent Company entered into a Mineral Processing and Sharing Agreement (MPSA)
with the Republic of the Philippines represented by the Secretary of Department of Environment
and Natural Resources (DENR) pursuant to the provisions of Republic Act No 7942, otherwise
known as the “Philippine Mining Act of 1995”. The Parent Company became a holder of two
MPSA in Cebu. The primary purpose of the MPSA is to provide for the exploration, sustainable
development and commercial utilization of limestone and associated cement raw materials and
other mineral deposits existing within the contract area.

The Parent Company incurred P =5.1 million and P =4.4 million exploration costs in 2011 and 2010,
respectively, in connection with its drilling activities for cement and other mineral exploration in
compliance with its MPSA with the DENR.

In 2010, the Company recognized valuation allowance for unrecoverable deferred exploration
costs incurred by certain subsidiaries in Isabela, Palawan, Surigao, and Davao mining areas due to
the anti-mining advocacy of the local government units and declaration of moratorium against any
exploration or mining development in these areas. In 2011, full valuation allowance was
recognized for all deferred exploration costs in these mining areas.

13. Loans Payable

EGSI availed of a credit facility from Banco de Oro to finance its working capital requirements
through a promissory note. The outstanding balance of the loan amounted to P =7.0 million and
=7.5 million as of December 31, 2011 and 2010, respectively, are payable in equal monthly
P
installments within six months from drawdown date. The loans, bearing interest at 9.9% per
annum in 2011 and 2010, are secured by EGSI’s receivables from various customers with a
carrying value of P
=9.6 million and P =8.6 million as of December 31, 2011 and 2010, respectively
(see Note 6).

Interest expense incurred amounted to P


=0.6 million, P
=0.5 million and P
=0.7 million in 2011, 2010
and 2009, respectively.

*SGVMC215419*
- 34 -

14. Trade and Other Payables

This account consists of:

2011 2010
Trade P
=8,034,999 P7,826,876
=
Payable to government agencies 17,929,211 13,334,419
Accrued expenses 14,784,292 15,520,952
Others 3,482,219 2,813,354
P
=44,230,721 =39,495,601
P

Trade payables are noninterest-bearing and are normally settled on a 30-day term.

Accrued expenses and other payables mainly pertain to payable to utility and other service
providers which are normally settled within the next financial year.

Payable to government agencies mainly pertain to statutory liabilities such as output VAT,
withholding taxes and premiums on SSS, Philhealth and Pag-ibig fund.

15. Equity

a. Details of authorized and issued capital stock as of December 31, 2011 and 2010 follow:

Number
of Shares Amounts
Authorized:
Preferred stock - P
=1 par value 6,000,000,000 P
=6,000,000,000
Common stock - P =1 par value 14,000,000,000 14,000,000,000

Issued - Common shares =2,498,039,060


P
Subscribed - Common shares (net of subscriptions
receivable amounting to P
=1,473,820,349) 3,539,950,590
=6,037,989,650
P

b. The preferred shares may be issued from time to time by the Parent Company’s BOD, which
is authorized to adopt resolutions authorizing the issuance thereof in one or more series for
such number of shares and relative rights and preferences, as it may deem beneficial to the
Parent Company. As of March 20, 2012, the Parent Company’s BOD has not authorized any
issuance of preferred shares.

c. In 2007, the Parent Company and Belle agreed that the advances of APC from Belle
amounting to P=3,675.0 million will be offset against subscriptions receivable from Belle
representing 3,500.0 million shares subscribed at P
=1.40 a share and the excess over par will be
recognized as Additional-Paid in Capital (APIC) upon finalization of the details of the
agreement. In 2011, while the agreement has not been legally finalized, the related advances
amounting P=2,275.0 million was presented as a reduction from the subscriptions receivable
and the excess over par amounting to P =1,400 million as APIC since the pending activities are
administrative in nature and are not expected to substantially affect the intent of the parties nor
the substance of the agreement.

*SGVMC215419*
- 35 -

The Company changed the presentation of its 2010 statement of financial position and
statement of changes in equity reclassifying the P=1,400 million from Capital Stock to APIC to
conform with the 2011 presentation and classification and to provide more relevant
information for the understanding of the Company’s financial statements. The Company did
not present a statement of financial position as at the beginning of the earliest comparative
period since the reclassifications would not have an impact on the equity of the Company.

d. The following summarizes the information on the Company's registration of securities under
the Securities Regulation Code:

Date of SEC Type of Authorized Issue/Offer


Approval Issuance Shares Price
January 7, 1994 Initial public offering 80,000,000,000 =0.01
P
July 9, 1996 Additional public offering 100,000,000,000 0.01
July 12, 1996 Stock option 5,300,000,000 0.01

The total number of shareholders is 631 and 634 as of December 31, 2011 and 2010,
respectively.

16. Cost of Services

This account consists of:


2011 2010 2009
Salaries and wages P
=305,833,289 =264,836,746
P =259,698,324
P
Materials and supplies 9,496,080 7,944,314 8,889,911
Retirement costs (see Note 18) 3,379,400 3,023,600 885,664
Depreciation and amortization
(see Notes 10 and 12) 1,359,914 1,345,148 1,898,283
Rental 48,111 55,193 124,284
Others 1,154,348 636,111 444,000
P
=321,271,142 =277,841,112
P =271,940,466
P

17. General and Administrative Expenses

This account consists of:


2011 2010 2009
Salaries and employee benefits
(see Note 18) P
=20,601,081 =17,687,868
P =17,446,013
P
Professional fees and outside services 3,721,275 3,864,682 5,616,290
Taxes and licenses 3,377,816 3,198,752 3,348,005
Transportation and travel 3,051,926 2,505,360 2,394,144
Rental 2,914,286 2,357,960 2,263,260
Utilities and maintenance 2,537,040 1,408,789 1,261,287
Entertainment, amusement and recreation 2,125,408 2,043,550 2,101,376
Depreciation and amortization
(see Notes 10 and 12) 1,237,251 1,385,919 1,436,551
Provision for doubtful accounts
(see Note 6) 261,906 640,834 531,949
Others 4,402,449 3,776,524 3,778,432
P
=44,230,438 =38,870,238
P =40,177,307
P

*SGVMC215419*
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18. Retirement Plan

The Company has an unfunded, noncontributory defined benefit retirement plan covering
substantially all of its employees. The plan provides for a lump sum benefit payment upon
retirement.

The following tables summarize the components of retirement costs included in “Cost of services”
and “Salaries and employee benefits” under “General and administrative expenses” accounts in
the consolidated statements of comprehensive income and “Accrued retirement costs” account in
the consolidated statements of financial position.

Retirement Costs

2011 2010 2009


Current service cost P
=2,177,053 =2,051,660
P =543,300
P
Interest cost 2,416,071 2,007,233 1,255,760
Net actuarial loss (gain)
recognized 182,981 202,412 (241,415)
P
=4,776,105 =4,261,305
P =1,557,645
P

Accrued Retirement Costs

2011 2010
Present value of retirement obligation (PVRO) P
=26,104,077 =22,083,790
P
Cumulative unrecognized actuarial loss (6,214,182) (6,397,163)
P
=19,889,895 =15,686,627
P

Movements in the PVRO as follows:

2011 2010
Balance at beginning of year P
=22,083,790 =18,261,260
P
Current service cost 2,177,053 2,051,660
Interest cost 2,416,071 2,007,233
Benefits paid (572,837) (236,363)
Balance at end of year P
=26,104,077 =22,083,790
P

The reconciliation of the PVRO to the accrued retirement costs recognized in the consolidated
statements of financial position is as follows:

2011 2010
Balance at beginning of year P
=15,686,627 =11,661,685
P
Retirement costs 4,776,105 4,261,305
Benefits paid (572,837) (236,363)
Balance at end of year P
=19,889,895 =15,686,627
P

The principal assumptions used to determine retirement obligations for the Company’s plan are
shown below:

2011 2010
Discount rate 7.5% - 11.25% 7.5% - 11.25%
Rate of increase in compensation 5.0% - 7.0% 5.0% - 7.0%

*SGVMC215419*
- 37 -

Amounts for the current and previous years are as follows:

2011 2010 2009 2008 2007


PVRO =26,104,077 P
P =22,083,790 P
=18,261,260 =3,932,640 P
P =17,313,800
Experience adjustments
on plan liabilities – – 1,008,100 292,300 (1,874,300)

19. Other Income - net

Details of other income follow:

2011 2010 2009


Rental income (see Note 11) P
=2,515,590 =2,286,900
P =2,079,000
P
Write-off of:
Liabilities 198,700 1,777,089 –
Other assets – (104,827) –
Deficiency tax assessments – (2,440,564) (3,000,000)
Recovery of previously written-
off receivables – 695,459 1,297,500
Income from compromise
agreement – – 4,500,000
Other income (expenses) - net 939,197 820,865 (203,624)
P
=3,653,487 =3,034,922
P =4,672,876
P

20. Income Tax

The provision for current income tax consists of:

2011 2010 2009


Regular corporate income tax P
=537,923 =594,065
P =463,161
P
Final tax on interest income 128,589 236,397 682,375
Minimum corporate income tax 575,960 52,903 619,463
P
=1,242,472 =883,365
P =1,764,999
P

The components of the Company’s recognized deferred tax assets are as follows:

2011 2010
Accrued retirement costs P
=4,735,170 =3,767,411
P
Allowance for doubtful accounts 3,609,844 3,550,773
Excess of MCIT over RCIT 547,976 –
NOLCO 389,599 –
P
=9,282,589 =7,318,184
P

*SGVMC215419*
- 38 -

Certain deferred tax assets were not recognized as of December 31, 2011 and 2010 as it is not
probable that future taxable profits will be sufficient against which these can be utilized. The
following are the deductible temporary differences and carryforward benefits of the excess of
MCIT over RCIT and NOLCO for which no deferred tax assets were recognized:

2011 2010
NOLCO P
=29,633,508 =65,441,361
P
Allowance for doubtful accounts 11,579,456 12,368,884
Provision for impairment of deferred
exploration cost and mining rights 31,980,021 7,263,654
Accrued retirement costs 4,105,996 3,128,591
Excess of MCIT over RCIT 170,897 143,052
Others 714 1,733
P
=77,470,592 =88,347,275
P

The carryforward benefits of NOLCO that may be used by the Company as additional deductions
from future taxable income are as follows:

Date Incurred Expiry Date Amount


December 31, 2009 December 31, 2012 =7,067,583
P
December 31, 2010 December 31, 2013 7,623,179
December 31, 2011 December 31, 2014 16,241,409
=30,932,171
P

MCIT, which may be applied against RCIT liability of the Company, are as follows:

Date Incurred Expiry Date Amount


December 31, 2009 December 31, 2012 P90,010
=
December 31, 2010 December 31, 2013 52,903
December 31, 2011 December 31, 2014 575,960
=718,873
P

Expired NOLCO and MCIT amounted to P =50.8 million and nil respectively, in 2011, P
=7.3 million
and P
=0.2 million, respectively, in 2010 and P
=49.1 million and P=0.8 million, respectively, in 2009.
In 2010, NOLCO amounting to = P0.4 million and MCIT amounting to P =0.5 million were applied
against regular taxable income and regular tax due, respectively, by one of the subsidiaries.

The deferred tax liability shown in the consolidated statements of financial position relates to the
tax effect of the fair value of investment properties.

Republic Act No. 9337 reduced RCIT from 35% to 30% effective January 1, 2009.

*SGVMC215419*
- 39 -

The reconciliation of provision for (benefit from) income tax computed at the statutory income tax
rate to provision for income tax shown in the statements of comprehensive income follows:

2011 2010 2009


Provision for (benefit from)
income tax at statutory
income tax rate (P
=956,133) (P
=976,217) =11,544,963
P
Increase (decrease) in income tax
resulting from:
Gain on sale of AFS financial
assets (11,560,229) – (3,960,493)
Change in unrecognized
deferred tax assets 11,124,941 4,721,023 2,395,037
Fair value gain on investment
properties (7,467,966) (3,294,240) (6,603,840)
Nondeductible expenses 688,526 1,373,647 1,501,287
Income already subjected
to final tax (5,052) (526,634) (593,541)
Effective income tax (P
=8,175,913) =1,297,579
P =4,283,413
P

21. Related Party Transactions

Parties are considered to be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial and operating decisions. This
includes: (a) individuals owning, directly or indirectly through one or more intermediaries;
(b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the
Company that gives them significant influence over the Company, key management personnel,
including directors and officers of the Company and close members of the family of any such
individual and; (d) affiliate, which is a party that, directly or indirectly through one or more
intermediaries, control, is controlled by, or is under common control with the Company.

Related party transactions pertain to the availment of noninterest-bearing advances from a


stockholder and other related parties. The details of advances from related parties are as follows:
Availments Outstanding Balances
Relationship 2011 2010 2011 2010
Belle Stockholder P
=– =–
P P
=79,406,947 =79,406,947
P
Broad Field Properties
Limited Affiliate of APC Properties – – 53,198,769 54,357,469
Airstream Associate 5,295 – 12,078,998 12,073,703
APC Distribution Associate – – 11,920,871 12,009,358
PRC-Magma Energy Resources,
Incorporated Associate of Aragorn Power 2,234,363 – 2,234,363 –
Guidance Management Corp. Affiliate of Aragorn Power – 26,358 26,358 26,358
Pacific Oil and Fuel Distributor Affiliate of APC Mining – – 5,000 5,000
P
=2,239,658 =26,358
P P
=158,871,306 =157,878,835
P

Outstanding balances at year-end are unsecured, interest free, payable on demand and settlement
occurs in cash. Outstanding advances to associates of the Company amounted to P =0.1 million as
of December 31, 2011 and 2010 (see Note 6).

*SGVMC215419*
- 40 -

In 2010, the Company granted noninterest-bearing advances to an officer amounting to


=11.0 million. The advances was outstanding as of December 31, 2011 and 2010 and was
P
included as part of “Advances to officers and employees” under “Trade and other receivables”
account (see Note 6).

For the years ended December 31, 2011 and 2010, the Company did not make any provision for
impairment losses on receivables from related parties. An assessment is undertaken at each
financial year by evaluating the financial position of the related party and the market in which the
related party operates.

Compensation and benefits of key management personnel of the Company for the year ended
December 31 consists of the following:

2011 2010 2009


Salaries and short-term employee
benefits P
=6,941,223 =6,766,026
P =6,726,689
P
Retirement costs 1,011,592 881,919 526,300
P
=7,952,815 =7,647,945
P =7,252,989
P

22. Earnings (Loss) Per Common Share

The calculation of earnings (loss) per share for the years ended December 31 follows:

2011 2010 2009


Income (loss) attributable to
equity holders of the Parent
Company P
=7,382,474 (P
=4,453,422) =32,279,941
P
Weighted average number
of common shares 7,511,809,999 7,511,809,999 7,511,809,999
Treasury shares (7,606,000) (7,606,000) (7,606,000)
Divided by weighted average
common shares 7,340,120,999 7,340,120,999 7,340,120,999
Earnings (loss) per share P
=0.0010 (P
=0.0006) =0.0043
P

There were no dilutive potential common shares for purposes of calculation of earnings (loss) per
share in 2011, 2010 and 2009.

23. Financial Risk Management Objectives and Policies

The Company’s principal financial instruments comprise advances from related parties and loans
payable. The main purpose of these financial liabilities is to finance the Company’s operations.
The Company has cash and cash equivalents, trade and other receivables, deposits and trade and
other payables that arise directly from its operations. The Company also holds AFS financial
assets.

The main risks arising from the Company’s financial instruments are interest rate risk, credit risk,
liquidity risk and equity price risk. The BOD and management review and approve policies of
managing each of the risks and they are summarized below.

*SGVMC215419*
- 41 -

Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company’s exposure to interest rate
risk is minimal since the Company’s borrowing is short-term in nature and interest rate is fixed.

Credit Risk
Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument
or customer contract, leading to a financial loss.

To manage credit risk, the Company trades only with recognized, creditworthy third parties. It is
the Company’s policy that all customers who wish to trade on credit terms are subjected to credit
verification procedures. In addition, receivable balances are monitored on an ongoing basis to
reduce the Company’s exposure to bad debts.

There are no significant concentrations of credit risk within the Company. Since the Company
trades only with recognized third parties, there is no requirement for collateral. The carrying
values of the Company’s financial assets represent the maximum exposure to credit risk as of the
reporting date.

The aging analyses of financial assets that are past due but not impaired as of December 31 are as
follows:

2011
Neither Past
Due nor Past Due but not Impaired
Impaired 1-60 Days >60 Days Total Impaired Total
Cash and cash equivalents* P
=19,508,914 P
=– P
=– P
=19,508,914 P
=– P
=19,508,914
Trade and other receivables:
Trade 20,485,932 31,944,749 – 52,430,681 11,888,944 64,319,625
Advances to officers
and employees 13,612,986 – – 13,612,986 – 13,612,986
Advances to associates 125,540 – – 125,540 – 125,540
Others 30,802,663 65,000 924,137 31,791,800 11,723,326 43,515,126
AFS financial assets 34,549,779 – – 34,549,779 – 34,549,779
Deposits 409,439 – – 409,439 – 409,439
P
=119,495,253 P
=32,009,749 P
=924,137 P
=152,429,139 P
=23,612,270 P
=176,041,409
*Excluding cash on hand.

2010
Neither Past
Due nor Past Due but not Impaired
Impaired 1-60 Days >60 Days Total Impaired Total
Cash and cash equivalents* =21,493,744
P =–
P =–
P =21,493,744
P =–
P =21,493,744
P
Trade and other receivables:
Trade 21,223,420 30,836,497 5,775,483 57,835,400 11,692,038 69,527,438
Advances to officers
and employees 13,764,190 – – 13,764,190 – 13,764,190
Advances to associates 138,395 – – 138,395 – 138,395
Others 2,276,681 102,666 6,835,072 9,214,419 12,512,754 21,727,173
AFS financial assets 78,201,114 – – 78,201,114 – 78,201,114
Deposits 409,439 – – 409,439 – 409,439
=137,506,983
P =30,939,163
P =12,610,555
P =181,056,701
P =24,204,792
P =205,261,493
P
*Excluding cash on hand.

*SGVMC215419*
- 42 -

The table below shows the credit quality of the Company’s financial assets which are neither past
due nor impaired as of December 31:

2011
Neither Past Due nor Impaired Past Due
Standard Sub-standard but not
High Grade Grade Grade Total Impaired Total
Cash and cash equivalents* P
=19,508,914 P
=– P
=– P
=19,508,914 P
=– P
=19,508,914
Trade and other receivables:
Trade – 20,485,932 – 20,485,932 31,944,749 52,430,681
Advances to officers
and employees – 13,612,986 – 13,612,986 – 13,612,986
Advances to associates – 125,540 – 125,540 – 125,540
Others – 30,802,663 – 30,802,663 989,137 31,791,800
AFS financial assets – 34,549,779 – 34,549,779 – 34,549,779
Deposits – 409,439 – 409,439 – 409,439
P
=19,508,914 P
=99,986,339 P
=– P
=119,495,253 P
=32,933,886 P
=152,429,139
*Excluding cash on hand.

2010
Neither Past Due nor Impaired Past Due
Standard Sub-standard but not
High Grade Grade Grade Total Impaired Total
Cash and cash equivalents* =21,493,744
P =–
P =–
P =21,493,744
P =–
P =21,493,744
P
Trade and other receivables:
Trade – 21,223,420 – 21,223,420 36,611,980 57,835,400
Advances to officers
and employees – 13,764,190 – 13,764,190 – 13,764,190
Advances to associates – 138,395 – 138,395 – 138,395
Others 430,086 1,846,595 – 2,276,681 6,937,738 9,214,419
AFS financial assets – 78,201,114 – 78,201,114 – 78,201,114
Deposits 409,439 – – 409,439 – 409,439
=22,333,269
P =115,173,714
P =–
P =137,506,983
P =43,549,718
P =181,056,701
P
*Excluding cash on hand.

The credit rating of the Company’s financial assets are categorized based on the Company’s
collection experience with the counterparties.

a. High Grade - this includes deposits or placements to counterparties with good credit rating or
bank standing. For trade and other receivables, settlements are obtained from counterparty
following the terms of the contracts without much collection effort.

b. Standard Grade - this includes deposits or placements to counterparties that are not classified
as “high grade.” For trade and other receivables, some reminder follow-ups are performed to
obtain settlement from the counterparty.

c. Sub-standard Grade - for trade and other receivables, constant reminder follow-ups are
performed to collect accounts from counterparty.

Liquidity Risk
Liquidity risk arises from the possibility that the Company may encounter difficulties in raising
funds to meet commitments from financial instruments. The Company’s objective is to maintain
continuity of funding. The Company’s policy is to maximize the use of suppliers’ credit for all its
major purchases and limit major capital expenditures at a reasonable level.

The Company monitors its cash position by a system of cash forecasting. All expected
collections, check disbursements and other payments are determined on a weekly basis to arrive at
the projected cash position to cover its obligations.

*SGVMC215419*
- 43 -

The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments as of December 31.

2011
On Demand 1- 30 Days 31 - 60 Days 60 - 365 Days Over 1 Year Total
Loans payable P
=– P
=– P
=7,022,682 P
=– P
=– P
=7,022,682
Trade and other
payables* 3,625,627 13,576,657 363,972 – – 17,566,256
Advances from
related parties 158,871,306 – – – – 158,871,306
Subscriptions
payable – – – – 75,161,959 75,161,959
Other noncurrent
liabilities – – – – 779,342 779,342
P
= 162,496,933 P
=13,576,657 P
=7,386,654 P
=– P
=75,941,301 P
=259,401,545

2010
On Demand 1- 30 Days 31 - 60 Days 60 - 365 Days Over 1 Year Total
Loans payable =–
P =3,532,917
P =4,036,208
P =–
P =–
P =7,569,125
P
Trade and other
payables* 16,155,970 456,262 363,972 – – 16,976,204
Advances from
related parties 157,878,835 – – – – 157,878,835
Subscriptions
payable – – – – 75,161,959 75,161,959
Other noncurrent
liabilities – – – – 1,083,236 1,083,236
=174,034,805
P =3,989,179
P =4,400,180
P =–
P =76,245,195 P
P =258,669,359
* Excluding statutory liabilities.

The table below shows the maturity profile of the Company’s financial assets held for liquidity
purposes based on contractual undiscounted cash flows as of December 31.

2011
On Demand 1- 30 Days 31 - 60 Days 60 - 365 Days Over 1 Year Total
Cash and cash equivalents P
= 5,402,824 P
=14,225,810 P
=– P
=– P
=– P
=19,628,634
Trade and other
receivables:
Trade 31,944,749 20,485,932 – – – 52,430,681
Advances to officers
and employees 11,059,066 2,553,920 – – – 13,612,986
Advances to associates – 125,540 – – – 125,540
Others 989,137 30,802,663 – – – 31,791,800
AFS financial assets 354,479 – – – 34,195,300 34,549,779
P
= 49,750,255 P
=68,193,865 P
=– P
=– P
=34,195,300 P=152,139,420

2010
On Demand 1- 30 Days 31 - 60 Days 60 - 365 Days Over 1 Year Total
Cash and cash equivalents =5,040,456
P =16,573,008
P =–
P =–
P =–
P =21,613,464
P
Trade and other
receivables:
Trade 36,611,980 21,223,420 – – – 57,835,400
Advances to officers
and employees 11,059,066 2,705,124 – – – 13,764,190
Advances to associates – 138,395 – – – 138,395
Others 320,652 8,893,767 – – – 9,214,419
AFS financial assets 46,506,714 – – – 31,694,400 78,201,114
=99,538,868
P =49,533,714
P =–
P =–
P =31,694,400 P
P =180,766,982

*SGVMC215419*
- 44 -

Equity Price Risk


The Company’s investments in equity securities are susceptible to market price risk arising from
uncertainties about future values of the investment securities. The Company manages the equity
price risk through diversification and placing limits on individual and total equity instruments.
Reports on the equity portfolio are submitted to the Company’s Senior Management on a regular
basis. The Company’s BOD reviews and approves all equity investment decisions.

The Company’s exposure to quoted securities amounted to P


=33.4 million and P
=77.0 million as of
December 31, 2011 and 2010, respectively (see Note 7).

The effect on the consolidated income or equity, depending on whether or not decline is
significant or prolonged (as a result of a change in fair value of quoted equity instruments held as
AFS financial assets as of December 31, 2011 and 2010) due to reasonably possible change in
equity indices, with all other variables held constant, is as follows:

Effect on Effect on
Change in equity price* income equity
2011 4% P
=1,804,248 P
=1,262,975
(4%) (1,804,248) (1,262,975)
2010 38% P30,846,229
= P21,592,361
=
(38%) (30,846,229) (21,592,361)
* Based on PSE market index

Capital Management
The main objective of the Company is to maintain a strong and healthy financial position.

Presently, the cash requirements of the Company are financed mainly from internally generated
sources. Major projects will be financed by debt and/or equity funds from strategic partnerships
with investors (both foreign and local) who are willing to put a stake in the projects. Through a
combination of debt and equity financing, the Company should be able to maintain a strong and
solid capital structure.

The Company considers its equity contributed by shareholders as capital as of December 31, 2011
and 2010 as follows:

Capital stock =6,037,989,650


P
Additional paid-in capital 1,963,942,094
=8,001,931,744
P

There were no changes in the objectives, policies or procedures during the years ended December
31, 2011 and 2010.

*SGVMC215419*
- 45 -

24. Financial Assets and Liabilities

A comparison by category of the carrying values and estimated fair values of the Company’s
financial instruments that are carried in the consolidated statements of financial position as of
December 31, 2011 and 2010 are as follows:

2011 2010
Carrying Carrying
Value Fair Value Value Fair Value
Financial assets:
Loans and receivables:
Cash and cash equivalents P
=19,628,634 P
=19,628,634 =21,613,464
P =21,613,464
P
Trade and other receivables 97,961,007 97,961,007 80,952,404 80,952,404
Deposits* 409,439 404,528 409,439 384,803
AFS financial assets 34,549,779 34,549,779 78,201,114 78,201,114
Total financial assets P
=152,548,859 P
=152,543,948 =181,176,421
P =181,151,785
P

Financial liabilities -
Other financial liabilities:
Loans payable P
=7,000,000 P
=7,000,000 P7,500,000
= P7,500,000
=
Trade and other payables** 17,566,256 17,566,256 16,976,204 16,976,204
Advances from related parties 158,871,306 158,871,306 157,878,835 157,878,835
Subscriptions payable 75,161,959 75,161,959 75,161,959 75,161,959
Other noncurrent liabilities 779,342 808,803 1,083,236 1,182,519
Total current financial liabilities P
=259,378,863 P
=259,408,324 =258,600,234
P =258,699,517
P
* Included in “Other noncurrent assets” account
**Excluding statutory liabilities.

Cash and Cash Equivalents, Trade and Other Receivables, Trade and Other Payables,
Loans Payable and Advances from Related Parties
Due to the short-term nature of the transactions, the carrying values approximate the fair values at
reporting dates.

AFS Financial Assets


The fair values of quoted equity securities were determined by reference to market bid quotes as
of reporting dates. The unquoted equity securities were valued at cost.

Deposits and Other Noncurrent Liabilities


Estimated fair value of deposits is based on the discounted value of future cash flows using the
prevailing interest rates that are specific to the tenor of the instruments’ cash flows as of reporting
dates.

Subscriptions Payable
Due to non-availability of definite payment terms, there is no reliable source of fair value as of
reporting dates.

Fair Value Hierarchy


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

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

*SGVMC215419*
- 46 -

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair
value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value
that are not based on observable market data.

As of December 31, 2011 and 2010, the Company’s quoted AFS financial assets amounting to
=33.4 million and P
P =77.0 million, respectively, which are measured at fair value, are under Level 1
of the fair value hierarchy. There were no transfers between Level 1 and Level 2 fair value
measurements and no transfers into and out of Level 3 fair value measurements during the period
ended December 31, 2011 and 2010.

25. Note to Statements of Cash Flows

Noncash investing activity in 2011 consists of sale of AFS financial assets on account amounting
to P
=28.6 million (see Note 7).

*SGVMC215419*
SyCip Gorres Velayo & Co.
6760 Ayala Avenue
1226 Makati City
Philippines
Phone: (632) 891 0307
Fax: (632) 819 0872
www.sgv.com.ph

BOA/PRC Reg. No. 0001,


January 25, 2010, valid until December 31, 2012
SEC Accreditation No. 0012-FR-2 (Group A),
February 4, 2010, valid until February 3, 2013

INDEPENDENT AUDITORS’ REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


APC Group, Inc.
10th Floor, PhilCom Building
8755 Paseo de Roxas, Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of APC Group, Inc. and Subsidiaries as at December 31, 2011 and 2010 and for each of the
three years in the period ended December 31, 2011, included in this Form 17-A, and have issued our
report thereon dated March 20, 2012. Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedules listed in the Index to the Consolidated
Financial Statements and Supplementary Schedules are the responsibility of the Company’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 financial statements. These schedules
have been subjected to the auditing procedures applied in the audit of the basic 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 financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Roel E. Lucas
Partner
CPA Certificate No. 98200
SEC Accreditation No. 1079-A (Group A),
February 3, 2011, valid until February 2, 2014
Tax Identification No. 191-180-015
BIR Accreditation No. 08-001998-95-2011,
February 4, 2011, valid until February 3, 2014
PTR No. 3174806, January 2, 2012, Makati City

March 20, 2012

*SGVMC215419*
A member firm of Ernst & Young Global Limited
APC GROUP, INC. AND SUBSIDIARIES

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


AND SUPPLEMENTARY SCHEDULES
DECEMBER 31, 2011

Annex 68 - E

A Financial Assets Attached

B Amounts Receivable from Directors, Officers, Employees, Related Parties


and Principal Stockholders (Other than Related Parties) Not applicable

C Amounts Receivable from Related parties which are Eliminated during the
Consolidation of Financial Statements Attached

D Intangible Assets and Other Assets Attached

E Long-term Debt Not applicable

F Indebtedness to Related Parties (Long-term Loans from Related Not applicable


Companies)

G Guarantees of Securities of Other Issuers Not applicable

H Capital Stock Attached

Additional Components

i) List of Philippine Financial Reporting Standards effective as of


December 31, 2011 Attached

ii) Map of Relationships of the Companies within the Group Attached


Schedule A. Financial Assets

Number of Shares
or Principal Amount Shown Income
Name of Issuing Entity and Amount of Bonds in the Balance Received
Association of Each Issue and Notes Sheet and Accrued
Cash Equivalents:
Banco De Oro =14,225,810
P =14,225,810
P =19,471
P
Available-for-sale Financial Assets:
Sinophil Corporation 100,030,000 shares 33,010,200 –
Island Power Corp. 11,850 shares 1,185,100 –
Others 139,793 shares 354,479 –
34,549,779 –
=48,775,589
P =19,471
P
Schedule C. Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements

Balance at Balance
Beginning of Amounts Amounts at End
Name and Designation of Debtor Period Additions Collected Written Off Current Not Current of Period
APC Mining Corporation =71,635,593
P =3,184,952
P =17,515
P =–
P =–
P =74,803,030
P =74,803,030
P
APC Cement Corporation 61,609,992 274,121 – – 61,884,113 61,884,113
APC Properties, Inc. 27,694,770 59,323 3,426,127 – 24,327,966 24,327,966
Environment and General
Services, Inc. 23,108,855 18,181 173,535 – 22,953,501 22,953,501
Primary Data Net, Inc. 16,135,174 – – – 16,135,174 16,135,174
Aragorn Power and Energy
Corporation 5,135,030 – – – 5,135,030 5,135,030
Aragorn Coal Resources, Inc. 3,969,115 1,708,168 1,200,000 – 4,477,283 4,477,283

=209,288,529
P =5,244,745
P =4,817,177
P =–
P =–
P =209,716,097
P =209,716,097
P
Schedule D. Intangible Assets - Other Assets

Charged to Charged Other Changes


Beginning Additions Cost and to Other Additions Ending
Description Balance at Cost Expenses Accounts (Deductions) Balance
Mining rights =48,254,908
P =
P (P
=16,889,218) =–
P =–
P =31,365,690
P
Deferred exploration costs 59,273,152 9,745,859 (7,827,149) – – 61,191,862
Software 149,896 – (47,027) – – 102,869

=107,677,956
P =9,745,859
P (P
=24,763,394) =–
P =–
P =92,660,421
P
Schedule H. Capital Stock

Number of Shares
Issued and Number of Shares
Outstanding as Reserved for
Number of Shown Under Options, Warrants, Number of Directors,
Shares Related Balance Conversion and Shares Held by Officers and
Title of Issue Authorized Sheet Caption Other Rights Related Parties Employees Others

Common 14,000,000,000 3,762,989,650 – 42,634,553 12,004 3,720,343,093

Preferred 6,000,000,000 – – – – –
APC GROUP, INC. AND SUBSIDIARIES
SCHEDULE OF PHILIPPINE FINANCIAL REPORTING STANDARDS
EFFECTIVE AS AT DECEMBER 31, 2011

PFRSs Adopted/Not adopted/


Not applicable
PFRS 1, First-time Adoption of Philippine Financial Reporting Adopted
Standards
PFRS 2, Share-based Payment Adopted/Not applicable
PFRS 3, Business Combinations Adopted
PFRS 4, Insurance Contracts Adopted/Not applicable
PFRS 5, Non-current Assets Held for Sale and Discontinued Adopted
Operations
PFRS 6, Exploration for and Evaluation of Mineral Resources Adopted
PFRS 7, Financial Instruments: Disclosures Adopted
PFRS 8, Operating Segments Adopted
PAS 1, Presentation of Financial Statements Adopted
PAS 2, Inventories Adopted
PAS 7, Statement of Cash Flows Adopted
PAS 8, Accounting Policies, Changes in Accounting Estimates and Adopted
Errors
PAS 10, Events after the Reporting Period Adopted
PAS 11, Construction Contracts Adopted/Not applicable
PAS 12, Income Taxes Adopted
PAS 16, Property, Plant and Equipment Adopted
PAS 17, Leases Adopted
PAS 18, Revenue Adopted
PAS 19, Employee Benefits Adopted
PAS 20, Accounting for Government Grants and Disclosure of Adopted/Not applicable
Government Assistance
PAS 21, The Effects of Changes in Foreign Exchange Rates Adopted
PAS 23, Borrowing Costs Adopted/Not applicable
PAS 24, Related Party Disclosures Adopted
PAS 26, Accounting and Reporting by Retirement Benefit Plans Not applicable
PAS 27, Consolidated and Separate Financial Statements Adopted
PAS 28, Investments in Associates Adopted
PAS 29, Financial Reporting in Hyperinflationary Economies Not applicable
PAS 31, Interests in Joint Ventures Adopted/Not applicable
PAS 32, Financial Instruments: Presentation Adopted
PAS 33, Earnings per Share Adopted
PAS 34, Interim Financial Reporting Adopted
PAS 36, Impairment of Assets Adopted
PAS 37, Provisions, Contingent Liabilities and Contingent Assets Adopted
PAS 38, Intangible Assets Adopted
PAS 39, Financial Instruments: Recognition and Measurement Adopted
PAS 40, Investment Property Adopted
PAS 41, Agriculture Not applicable

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PFRSs Adopted/Not adopted/
Not applicable
Philippine Interpretation IFRIC–1, Changes in Existing Adopted/Not applicable
Decommissioning, Restoration and Similar Liabilities
Philippine Interpretation IFRIC–2, Members' Shares in Co-operative Not applicable
Entities and Similar Instruments
Philippine Interpretation IFRIC–4, Determining whether an Adopted
Arrangement contains a Lease
Philippine Interpretation IFRIC–5, Rights to Interests arising from Adopted/Not applicable
Decommissioning, Restoration and Environmental Rehabilitation
Funds
Philippine Interpretation IFRIC–6, Liabilities arising from Not applicable
Participating in a Specific Market - Waste Electrical and
Electronic Equipment
Philippine Interpretation IFRIC–7, Applying the Restatement Approach Not applicable
under PAS 29 Financial Reporting in Hyperinflationary Economies
Philippine Interpretation IFRIC–9, Reassessment of Embedded Adopted/Not applicable
Derivatives
Philippine Interpretation IFRIC–10, Interim Financial Reporting and Adopted
Impairment
Philippine Interpretation IFRIC–12, Service Concession Arrangements Adopted/Not applicable
Philippine Interpretation IFRIC–13, Customer Loyalty Programmes Adopted/Not applicable
Philippine Interpretation IFRIC–14, PAS 19 - The Limit on a Defined Adopted/Adopted
Benefit Asset, Minimum Funding Requirements and their
Interaction
Philippine Interpretation IFRIC–16, Hedges of a Net Investment in a Adopted/Not applicable
Foreign Operation
Philippine Interpretation IFRIC–17, Distributions of Non-cash Assets Adopted/Not applicable
to Owners
Philippine Interpretation IFRIC–18, Transfers of Assets from Adopted/Not applicable
Customers
Philippine Interpretation IFRIC–19, Extinguishing Financial Liabilities Adopted
with Equity Instruments
Philippine Interpretation SIC–7, Introduction of the Euro Not applicable
Philippine Interpretation SIC–10, Government Assistance - No Specific Adopted/Not applicable
Relation to Operating Activities
Philippine Interpretation SIC–12, Consolidation - Special Purpose Adopted/Not applicable
Entities
Philippine Interpretation SIC–13, Jointly Controlled Entities - Non- Adopted/Not applicable
Monetary Contributions by Venturers
Philippine Interpretation SIC–15, Operating Leases – Incentives Adopted
Philippine Interpretation SIC–21, Income Taxes - Recovery of Adopted
Revalued Non-Depreciable Assets
Philippine Interpretation SIC–25, Income Taxes - Changes in the Tax Adopted
Status of an Entity or its Shareholders
Philippine Interpretation SIC–27, Evaluating the Substance of Adopted
Transactions Involving the Legal Form of a Lease
Philippine Interpretation SIC–29, Service Concession Arrangements: Adopted/Not applicable
Disclosures
Philippine Interpretation SIC–31, Revenue - Barter Transactions Adopted/Not applicable
Involving Advertising Services
Philippine Interpretation SIC–32, Intangible Assets - Web Site Costs Adopted/Not applicable

2/2
APC GROUP, INC. AND SUBSIDIARIES
GROUP STRUCTURE
As of December 31, 2011

Belle Corporation

Broadfields
APC Group, Inc. (APC) Properties Limited
46.59% (BPL)

Mining and Power


General Services Others
Generation

Environment and APC Cement


APC Mining General Services, Inc. Corporation
Corporation (APCM) (EGSI) (ACC)
APC – 83% APC – 100% APC – 100%
Others – 17%

Primary Data
Network Inc.
Aragorn Coal (Primary Data)
Resources, Inc. APC – 97.99%
(ACRI)
APC – 100% APC Properties
Inc.
(APC Properties)
Aragorn Power & APC – 60%
Energy Corporation BPL – 40%
(APEC)
APC – 90% Airstream
Others – 10% Broadband
Corporation
(Airstream)
PRC-Magma Energy APC – 40%
Resources, Others – 60%
Incorporated
(PRC) APC Distribution
APEC – 33% Networks Inc.
Others – 67% (APC Distribution)
APC – 35%
Others – 65%

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