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November 12, 2020

SECURITIES AND EXCHANGE COMMISSION


Secretariat Building, PICC Complex,
Roxas Boulevard, Pasay City, Philippines

Attention : Mr. Vicente Graciano P. Felizmenio, Jr.


Director, Markets and Securities Regulation Department

PHILIPPINE STOCK EXCHANGE, INC.


PSE Tower, 5th Avenue corner 28th Street,
Bonifacio Global City, Taguig, Philippines

Attention : Ms. Janet A. Encarnacion


Head, Disclosure Department

Subject : Third Quarter Report

Gentlemen:

We submit herewith our Quarterly Report (SEC Form 17-Q Report) for the period ended September 30,
2020.

Very truly yours,

GERARDO M. LOBO II
Assistant Corporate Secretary

Encl: a/s
COVER SHEET

A 1 9 9 6 - 1 1 5 9 3
S.E.C. Registration Number

M A N I L A W A T E R C O M P A N Y , I N C . A N D

S U B S I D I A R I E S

(Company’s Full Name)

M W S S A D M I N I S T R A T I O N B U I L D I N G ,

4 8 9 K A T I P U N A N R O A D , B A L A R A ,

Q U E Z O N C I T Y , M E T R O M A N I L A

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

MA. CECILIA T. CRUZABRA (632) 7917-5900


Contact Person Company Telephone Number
SEC FORM 17- Q
0 9 3 0 S T O C K 0 4 1 7
Month Day FORM TYPE Month Day
Fiscal Year Annual Meeting

N/A
Secondary License Type, If Applicable

Article VII (on Aug 2020)


Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Bank Borrowings

954 P
= 42.76 billion P
= 36.95 billion
Total No. of Stockholders Domestic Foreign
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned

File Number ____________________________________


LCU

Document I.D. ____________________________________


Cashier
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-Q
QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER

1. For the quarterly period ended: September 30, 2020

2. Commission Identification No.: A1996-11593

3. BIR Tax Identification No.: 005-038-428

4. Exact name of issuer as specified in its charter: MANILA WATER COMPANY, INC.

5. Province, country or other jurisdiction of incorporation or organization: Quezon City, Philippines

6. Industry Classification Code: (SEC Use Only)

7. Address of issuer's principal office: MWSS Administration Building, 489 Katipunan Road,
Balara, Quezon City Postal Code: 1105

8. Issuer's telephone number, including area code: (632) 7917-5900 local 1404

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

10. Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code (SRC):

a. Shares of stock

Number of shares
Title of each class outstanding
Authorized capital stock
Common shares (P = 1.00 par value) 3,100,000,000
Number of shares outstanding
Common shares (P = 1.00 par value) 2,064,839,617

Amount of debt outstanding as of September 30, 2020: P


= 79.71 billion (bank borrowings and bonds)

b. Debt securities

The Company has no other registered securities either in the form of shares, debt or otherwise.

11. Are any of Registrant’s securities listed on a Stock Exchange? Yes [ X ] No [ ]

12. Indicate by check mark whether the registrant:

a. Has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or
Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation
Code of the Philippines, during the preceding twelve (12) months (or for such shorter period the registrant
was required to file such reports)
Yes [ X ] No [ ]

b. Has been subject to such filing requirements for the past ninety (90) days.
Yes [ X ] No [ ]
PART I – FINANCIAL INFORMATION

I. Financial Statements

II. Management’s Discussion and Analysis of Results of Operations and


Financial Condition
MANILA WATER COMPANY, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands)

December 31,
2019
September 30, Audited (As
2020 Restated - See
Unaudited Note 14)
ASSETS
Current Assets
Cash and cash equivalents (Note 6) P
= 14,072,459 P
= 8,933,770
Short-term investments (Note 6) 17,416,292 109,268
Receivables (Note 7) 4,582,274 2,444,278
Concession financial receivable - current portion 367,836 238,983
Contract assets - current portion (Note 5) 459,278 558,675
Inventories 319,820 321,519
Other current assets (Note 8) 1,339,066 1,663,487
Assets under PFRS 5 - current (Note 14) 160,592 188,963
Total Current Assets 38,717,617 14,458,943
Noncurrent Assets
Property, plant and equipment (Note 5) 4,996,506 4,577,487
Service concession assets (Note 5) 98,586,301 93,519,143
Right-of-use assets (Note 5) 309,259 283,088
Concession financial receivable - net of current portion 1,336,792 815,556
Contract assets - net of current portion (Note 5) 88,348 570,126
Investments in associates (Notes 5 and 9) 13,977,363 15,519,808
Goodwill (Note 5) 136,566 136,566
Deferred tax assets - net 1,044,283 1,150,277
Other noncurrent assets (Note 5) 2,018,145 3,233,627
Assets under PFRS 5 - noncurrent (Note 14) 325,669 337,019
Total Noncurrent Assets 122,819,232 120,142,697
P
= 161,536,849 P
= 134,601,640

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables P
= 10,003,552 P
= 9,705,349
Short-term debt (Note 10) 897,720 –
Current portion of:
Long-term debt (Note 10) 9,934,372 10,439,539
Service concession obligations 615,260 1,014,244
Contract liabilities 247,383 265,359
Lease liabilities 56,275 41,933
Income tax payable 571,892 308,404
Liabilities under PFRS 5 - current (Note 14) 28,491 83,124
Total Current Liabilities 22,354,945 21,857,952

Noncurrent Liabilities
Noncurrent portion of:
Long-term debt (Note 10) 68,874,639 45,836,666
Service concession obligations 8,693,865 8,139,578
Contract liabilities 104,772 78,620
Lease liabilities 265,531 253,157
Pension liabilities - net 262,521 194,194
Deferred tax liabilities - net 157,073 87,978
Provisions (Note 19) 987,764 1,181,881
Other noncurrent liabilities 807,852 823,506
Liabilities under PFRS 5 - noncurrent (Note 14) 86,789 156,900
Total Noncurrent Liabilities 80,240,806 56,752,480
Total Liabilities 102,595,751 78,610,432
(Forward)
December 31,
2019
September 30, Audited (As
2020 Restated - See
Unaudited Note 14)
Equity
Attributable to equity holders of Manila Water Company, Inc.:
Capital stock:
Common stock P
= 2,064,840 P
= 2,064,840
Preferred stock 400,000 400,000
2,464,840 2,464,840
Additional paid-in capital 4,604,046 4,589,951
Subscriptions receivable (371,307) (371,307)
Total paid-up capital 6,697,579 6,683,484
Retained earnings:
Appropriated 35,495,000 35,495,000
Unappropriated 15,449,449 12,253,697
Remeasurement loss on defined benefit plans (136,682) (136,682)
Other equity reserves 54,107 54,107
Equity share in other comprehensive loss of an associate (Note 9) (1,346) (1,346)
Cumulative translation adjustment (Note 9) 11,030 366,476
57,569,137 54,714,736
Noncontrolling interests 1,371,961 1,276,472
Total Equity 58,941,098 55,991,208
P
= 161,536,849 P
= 134,601,640

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.


MANILA WATER COMPANY, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands Except Earnings per Share Figures)

Quarters Ended September 30 Periods Ended September 30


2019 2019
(As Restated - (As Restated -
2020 See Note 14) 2020 See Note 14)
REVENUE FROM CONTRACTS WITH
CUSTOMERS
Water and sewer revenues (Note 15) P
= 5,020,873 P
= 5,199,279 P
= 15,426,631 P
= 14,864,860
Other operating income (Note 11) 227,863 385,686 644,998 1,131,004
5,248,736 5,584,965 16,071,629 15,995,864
COSTS OF SERVICES
Depreciation and amortization 765,764 664,802 2,250,867 1,876,995
Power, light and water 363,278 354,376 1,058,183 1,043,043
Salaries, wages and employee benefits 281,963 273,930 852,689 876,032
Water treatment chemicals 113,976 50,825 358,927 162,863
Repairs and maintenance 226,658 232,873 408,230 460,436
Contractual services 121,885 288,060 274,907 531,989
Management, technical and professional fees 56,566 44,774 148,273 159,112
Regulatory costs 53,723 113,251 182,975 249,979
Bulk water 43,379 33,259 124,443 82,006
Wastewater costs 17,827 56,910 75,006 164,189
Collection fees 22,938 26,243 62,645 86,747
Amortization of water service connections 36,868 29,593 72,566 70,737
Water tankering 8,082 13,950 34,230 37,121
Rental 3,697 2,128 12,678 13,053
Other expenses 1,814 81,328 83,026 158,597
2,118,418 2,266,302 5,999,645 5,972,899
GROSS PROFIT 3,130,318 3,318,663 10,071,984 10,022,965
OPERATING EXPENSES (Note 11) 693,217 676,133 2,327,584 3,211,657
INCOME BEFORE OTHER INCOME
(EXPENSES) 2,437,101 2,642,530 7,744,400 6,811,308
OTHER INCOME (EXPENSES)
Revenue from rehabilitation works 3,040,634 3,048,928 6,355,479 6,702,618
Cost of rehabilitation works (3,040,634) (3,048,928) (6,355,479) (6,702,618)
Foreign currency differentials (592,404) 242,403 (685,385) 68,329
Foreign exchange gains (losses) - net 250,626 (241,964) 327,523 (69,787)
Equity share in net income of associates
(Note 6) (32,154) 176,571 92,578 552,361
Interest income (Note 11) 108,069 104,698 354,947 367,929
Interest expense (Note 11) (631,436) (558,205) (1,802,183) (1,610,445)
Gains (losses) on disposal of property and
equipment - net (275) 276 16,880 6,581
Other income (losses) - net (Notes 5, 9
and 11) 89,142 (14,987) (687,780) 51,085
(808,432) (291,208) (2,383,420) (633,947)
INCOME BEFORE INCOME TAX 1,628,669 2,351,322 5,360,980 6,177,361
PROVISION FOR INCOME TAX (Note 12) 831,510 584,539 1,983,360 1,833,103
INCOME AFTER INCOME TAX 797,159 1,766,783 3,377,620 4,344,258
OPERATIONS UNDER PFRS 5
Net loss after income tax (Note 14) (54,923) (15,612) (86,379) (50,350)
NET INCOME P
= 742,236 P
= 1,751,171 P
= 3,291,241 P
= 4,293,908
(Forward)
Quarters Ended September 30 Periods Ended September 30
2019 2019
(As Restated - (As Restated -
2020 See Note 14) 2020 See Note 14)
OTHER COMPREHENSIVE LOSS
Other comprehensive loss to be reclassified
to profit or loss in subsequent periods:
Cumulative translation adjustment (P
= 178,671) P
= 144,834 (P
= 355,446) (P
= 107,827)
Equity share in other comprehensive loss
of an associate – – – (1,346)
TOTAL COMPREHENSIVE INCOME P
= 563,565 P
= 1,896,005 P
= 2,935,795 P
= 4,184,735

Net income (loss) attributable to:


Equity holders of Manila Water
Company, Inc. P
= 719,630 P
= 1,724,919 P
= 3,195,752 P
= 4,186,164
Noncontrolling interests 22,606 26,252 95,489 107,744
P
= 742,236 P
= 1,751,171 P
= 3,291,241 P
= 4,293,908

Total comprehensive (loss) income


attributable to:
Equity holders of Manila Water
Company, Inc. P
= 540,959 P
= 1,869,753 P
= 2,840,306 P
= 4,076,991
Noncontrolling interests 22,606 26,252 95,489 107,744
P
= 563,565 P
= 1,896,005 P
= 2,935,795 P
= 4,184,735

Earnings Per Share (Note 13)


Net income attributable to common equity
holders of Manila Water Company, Inc.:
Basic P
= 0.29 P
= 0.70 P
= 1.28 P
= 1.68
Diluted P
= 0.29 P
= 0.70 P
= 1.28 P
= 1.68
See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.
MANILA WATER COMPANY, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands Except Par Value and Number of Shares Figures)

Periods Ended September 30


2020 2019
CAPITAL STOCK
Common stock - P= 1 par value
Authorized - 3,100,000,000 shares
Issued and outstanding - 2,041,733,426 shares in 2020 and
2,036,009,184 shares in 2019 P
= 2,041,734 P
= 2,036,009
Subscribed common stock – 23,106,191 shares in 2020 and
28,830,433 shares in 2019 23,106 28,831
2,064,840 2,064,840
Preferred stock - P
= 0.10 par value, 10% cumulative, voting participating,
nonredeemable and nonconvertible
Authorized, issued and outstanding - 4,000,000,000 shares 400,000 400,000
2,464,840 2,464,840
ADDITIONAL PAID-IN CAPITAL 4,604,046 4,518,048
SUBSCRIPTIONS RECEIVABLE
Balance at beginning of period (371,307) (458,453)
Collections – 85,244
Balance at end of period (371,307) (373,209)
COMMON STOCK OPTIONS OUTSTANDING
Balance at beginning of period – 51,743
Cost of share-based payments – 15,200
Balance at end of period – 66,943
RETAINED EARNINGS
Appropriated 35,495,000 32,444,000
Unappropriated:
Balance at beginning of period 12,253,697 12,052,605
Net income 3,195,752 4,186,164
Dividends declared – (1,121,709)
Balance at end of period 15,449,449 15,117,060
50,944,449 47,561,060
REMEASUREMENT LOSS ON DEFINED BENEFIT PLANS (136,682) (57,483)
OTHER EQUITY RESERVES 54,107 54,107
EQUITY SHARE IN OTHER COMPREHENSIVE LOSS OF AN
ASSOCIATE (Note 9) (1,346) (1,346)
CUMULATIVE TRANSLATION ADJUSTMENT (Note 9)
Balance at beginning of period 366,476 1,420,590
Other comprehensive loss (355,446) (107,827)
Balance at end of period 11,030 1,312,763
NONCONTROLLING INTERESTS
Balance at beginning of period 1,276,472 1,131,097
Share in net income 95,489 107,744
Balance at end of period 1,371,961 1,238,841
P
= 58,941,098 P
= 56,784,564
See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.
MANILA WATER COMPANY, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

Periods Ended September 30


2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax P
= 5,311,226 P
= 6,126,142
Adjustments for:
Depreciation and amortization 2,582,805 2,175,366
Provisions for probable losses and impairment losses 656,281 469,659
MWSS-RO penalty – 534,050
Interest expense 1,798,223 1,616,020
Equity share in net income of associates (Note 9) (92,578) (552,361)
Interest income (356,230) (370,410)
Pension expense, net of contributions and benefit payments 68,269 (33,010)
Share-based payments 14,095 15,200
Gain on disposal of property and equipment - net (29,280) (6,897)
Operating income before changes in operating assets and liabilities 9,952,811 9,973,759
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables (2,228,629) (262,031)
Inventories 2,870 (150,274)
Other current assets 212,995 (222,009)
Contract assets 633,077 (484,251)
Concession financial receivable (476,991) 129,992
Service concession assets (6,021,265) (6,402,311)
Increase (decrease) in:
Accounts and other payables 471,262 (12,482)
Contract liabilities 6,782 20,819
Cash generated from (used in) operations 2,552,912 2,591,212
Income taxes paid (1,496,345) (1,483,498)
Net cash provided by operating activities 1,056,567 1,107,714
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of:
Short-term investments (17,307,024) –
Property and equipment (823,931) (458,673)
Interest received 168,566 234,620
Dividends received from associates (Note 9) 291,951 297,701
Proceeds from sale of property and equipment 4,547 11,203
Increase in other noncurrent assets 451,674 109,005
Net cash provided by (used in) investing activities (17,214,217) 193,856
CASH FLOWS FROM FINANCING ACTIVITIES
Availments of:
Short-term debt (Note 10) 3,887,967 –
Long-term debt (Note 10) 34,884,559 11,778,126
Payments of:
Short-term debt (Note 10) (3,000,000) –
Long-term debt (Note 10) (11,266,583) (13,564,244)
Service concession obligations (817,167) (631,023)
Principal portion of lease liabilities (84,632) (38,103)
Dividends to equity holders of the Parent Company – (1,121,709)
Interest (1,817,823) (1,294,137)
Collection of subscriptions receivable – 85,244
Increase (decrease) in other noncurrent liabilities (507,176) 27,779
Net cash provided by (used in) financing activities 21,279,145 (4,758,067)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,121,495 (3,456,497)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,958,243 9,390,591
CASH AND CASH EQUIVALENTS AT END OF PERIOD* (Note 6) P
= 14,079,738 P
= 5,934,094

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

*Includes cash and cash equivalents forming part of assets under PFRS 5.
MANILA WATER COMPANY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

1. Corporate Information

Manila Water Company, Inc. (the Parent Company) and its subsidiaries (collectively referred to as the
Group) are incorporated to provide water, integrated used water, sewerage and sanitation, distribution
services, pipeworks, engineering, procurement and management services.

On November 9, 2020, the Board of Directors (BOD) approved and authorized the release of the unaudited
interim condensed financial statements.

Additional information about the Group, including the annual and quarterly reports can be found on the
corporate website at www.manilawater.com.

The unaudited interim condensed consolidated financial statements comprise the financial statements of the
Parent Company and the following subsidiaries:

Country of
Effective Percentages of
Incorporation
Ownership
and Place of
September 30, December 31,
Business
2020 2019
Manila Water Total Solutions Corp. (MWTS) Philippines 100.00 100.00
Calasiao Water Company, Inc. (Calasiao Water) -do- 90.00 90.00
Manila Water Asia Pacific Pte. Ltd. (MWAP) Singapore 100.00 100.00
Manila Water South Asia Holdings Pte. Ltd. (MWSAH) -do- 100.00 100.00
Thu Duc Water Holdings Pte. Ltd. (TDWH) Singapore 100.00 100.00
Kenh Dong Water Holdings Pte. Ltd. (KDWH) -do- 100.00 100.00
Manila Water Thailand Holdings Pte. Ltd. (MWTH) -do- 100.00 100.00
Manila Water (Thailand) Co., Ltd. (MWTC) Thailand 100.00 100.00
Manila South East Asia Water Holdings Pte. Ltd.
(MSEA) Singapore 100.00 100.00
PT Manila Water Indonesia (PTMWI)1 Indonesia 100.00 100.00
Manila Water Philippine Ventures, Inc. (MWPVI) Philippines 100.00 100.00
Laguna AAAWater Corporation (Laguna Water) -do- 70.00 70.00
Clark Water Corporation (Clark Water) -do- 100.00 100.00
Boracay Island Water Company, Inc. (Boracay Water) -do- 80.00 80.00
Filipinas Water Holdings Corp. (Filipinas Water) 2 -do- 100.00 100.00
Obando Water Company, Inc. (Obando Water) -do- 90.00 90.00
Bulakan Water Company, Inc. (Bulakan Water) -do- 90.00 90.00
Metro Ilagan Water Company, Inc. (Ilagan Water) -do- 90.00 90.00
MWPV South Luzon Water Corp. (South Luzon
Water) -do- 100.00 100.00
North Luzon Water Company, Inc. (North Luzon Water) -do- 100.00 100.00
Manila Water Consortium, Inc. (MW Consortium) -do- 57.22 57.22
Cebu Manila Water Development, Inc.
(Cebu Water)3 -do- 40.39 40.39
Davao del Norte Water Infrastructure Company, Inc.
(Davao Water) -do- 51.00 51.00
Tagum Water Company, Inc. (Tagum Water)4 -do- 45.90 45.90
Bulacan MWPV Development Corp. (BMDC) -do- 100.00 100.00
Aqua Centro MWPV Corp. (Aqua Centro) -do- 100.00 100.00
Manila Water Technical Ventures, Inc. (MWTV) -do- 100.00 100.00
EcoWater MWPV Corp. (EcoWater) -do- 100.00 100.00
Leyte Water Company, Inc. (Leyte Water) -do- 100.00 100.00
Zamboanga Water Company, Inc. (Zamboanga Water) -do- 70.00 70.00
Calbayog Water Company, Inc. (Calbayog Water) -do- 60.00 100.00
1
PTMWI is 95.00% owned by MSEA and 5.00% owned by an individual whose ownership has been pledged to MSEA.
2
Filipinas Water is 49.00% owned by the Parent Company and 51.00% owned by MWPVI.
3
Cebu Water is 70.58% owned by MW Consortium. MWPVI’s effective ownership interest in Cebu Water is 40.39% by virtue of its
57.22% ownership interest in MW Consortium.
4
Tagum Water is 90.00% owned by Davao Water. MWPVI’s effective interest in Tagum Water is 45.90% by virtue of its 51.00%
ownership interest in Davao Water.

Unless otherwise indicated, the Philippines is the principal place of business and country of incorporation of
the Group’s subsidiaries.

-7-
2. Basis of Preparation and Summary of Changes to Significant Accounting Policies

Basis of Preparation
The unaudited interim condensed consolidated financial statements of the Group have been prepared using
the historical cost basis. The Parent Company’s presentation and functional currency is the Philippine Peso
(P
= , Peso or PHP). Amounts are rounded off to the nearest Peso, except otherwise stated.

Statement of Compliance
The unaudited interim condensed consolidated financial statements of the Group have been prepared in
compliance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. Accordingly, the
unaudited interim condensed consolidated financial statements do not include all of the information and
disclosures required in the annual audited consolidated financial statements and should be read in
conjunction with the Group’s annual consolidated financial statements as of and for the year ended
December 31, 2019.

The preparation of the financial statements, in compliance with PFRSs, requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. The estimates and assumptions used in the unaudited interim condensed consolidated financial
statements are based upon management’s evaluation of relevant facts and circumstances as of the date of
the unaudited interim condensed consolidated financial statements. Actual results could differ from such
estimates.

Changes in Accounting Policies and Disclosures


The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial
statements are consistent with those of the previous financial years, except for the PFRSs, amended PFRSs
and improvements to PFRS which were adopted as of January 1, 2020. Unless otherwise stated, the new
standards and amendments did not have any material impact to the Group.

a. Amendments to PFRS 3, Definition of a Business

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

These amendments will be considered in future business combinations of the Group. The Group did not
have any business combinations for the period ended September 30, 2020.

b. Amendments to PFRS 7, Financial Instruments: Disclosures, PFRS 9, Financial Instruments, and


PAS 39, Financial Instruments: Recognition and Measurement, Interest Rate Benchmark Reform

The amendments to PFRS 9 and PAS 39 provide a number of reliefs, which apply to all hedging
relationships that are directly affected by interest rate benchmark reform. A hedging relationship is
affected if the reform gives rise to uncertainties about the timing and or amount of benchmark-based
cash flows of the hedged item or the hedging instrument.

The Group does not have any interest rate hedge relationships.

c. Amendment to PFRS 16, Leases, Covid-19-Related Rent Concessions

The amendment exempts lessees from having to consider individual lease contracts to determine
whether rent concessions occurring as a direct consequence of the COVID-19 pandemic are lease
modifications and allows lessees to account for such rent concessions as if they were not lease
modifications. It applies to COVID-19-related rent concessions that reduce lease payments due on or
before June 30, 2021.

The amendment, issued on May 28, 2020, is effective June 1, 2020 but, to ensure the relief is available
when needed most, lessees can apply the amendment immediately in any financial statements – interim
or annual – not yet authorized for issue.

The Group has adopted the amendment on its effective date and has identified that it has not received
any rent concessions until the approval date of the unaudited interim condensed financial statements.
The Group will continue to monitor future rent concessions and its impact on the Group’s financial
position and operations.

-8-
d. Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting Policies, Changes
in Accounting Estimates and Errors, Definition of Material

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

e. Amendment to PAS 1, Classification of Liabilities as Current or Non-current

The amendments affect only the presentation of liabilities in the statement of financial position by
clarifying that (i) the classification of liabilities as current or non-current should be based on rights that
are in existence at the end of the reporting period; (ii) the classification is unaffected by expectations
about whether an entity will exercise its right to defer settlement of a liability; and (iii) the settlement of
liabilities refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

f. Conceptual Framework for Financial Reporting issued on March 29, 2018

The Conceptual Framework is not a standard, and none of the concepts contained therein override the
concepts or requirements in any standard. The purpose of the Conceptual Framework is to assist the
International Accounting Standards Board in developing standards, to help preparers develop consistent
accounting policies where there is no applicable standard in place and to assist all parties to understand
and interpret the standards.

The revised Conceptual Framework includes some new concepts, provides updated definitions and
recognition criteria for assets and liabilities and clarifies some important concepts.

Significant Accounting Policies

On January 1, 2020, the Group revised its revenue accounting policy for supervision fees.

Revenue Recognition

Revenue recognized over time using output method

• Supervision fees

Prior to January 1, 2020, revenue from supervision fees of MWPVI, Aqua Centro, EcoWater, and
Laguna Water is accounted for as connection fees. With the new information gathered from
operating greenfield projects and changes in circumstances, the allocation of the transaction price
between connection fees and future water services was reassessed. As a result, the supervision
fees are allocated between connection fees and future water services (as consideration for water
affordability or lower water tariff) based on the relative stand-alone selling price method for
contracts and projects initiated starting January 1, 2020. The stand-alone selling price of
connection fee is estimated based on adjusted market assessment approach while the stand-alone
selling price allocated to future water services is estimated considering actual and projected water
tariffs. The change in estimate is accounted prospectively and supervision fees pertaining to
existing projects as of December 31, 2019 will continue to be accounted for entirely as connection
fee.

Supervision fees recognized as connection fees amounted to P = 239.01 million and P = 608.37 million
for the nine months ended September 30, 2020 and September 30, 2019, respectively. Supervision
fees allocated to future water services recognized under “contract liabilities” amounted to P
= 247.53
million as of September 30, 2020 (nil as of December 31, 2019).

3. Notes to the Unaudited Interim Condensed Consolidated Financial Statements

a. The Group does not have any significant seasonality or cyclicality in its interim operations, except for the
usually higher demand during the summer months of April to June.

b. On March 16, 2020, President Rodrigo Roa Duterte placed the entire Luzon under enhanced community
quarantine effective until April 30, 2020 to address the spread of COVID-19. The strict implementation
of the enhanced community quarantine was subsequently extended for fifteen (15) days for Metro
Manila and other high-risk areas in the Philippines.

-9-
On March 17, 2020, the Parent Company announced that it was extending the due date of payment of
customers’ water bills for thirty (30) days. This was in response to the month-long enhanced community
quarantine imposed on the entire Luzon. The extension was applied to water bills whose due dates fell
within the quarantine period.

In view of the COVID-19 pandemic’s impact on the communities which the Group serves, numerous
contingency measures have been undertaken to ensure business continuity and to safeguard the health
and safety of employees and customers.

With the onset of the enhanced community quarantine, the Group has put in place business contingency
measures to ensure that critical facilities and business centers remain operational to provide reliable
service to our customers. Furthermore, in view of health and safety concerns, the Group suspended
meter reading activities in our service areas for the duration of the enhanced community quarantine.
Equally important, to assist customers amid the quarantine period, the Group has deferred the due date
of customer bills.

For employees, in order to ensure welfare and safety amid the COVID-19 pandemic and enhanced
community quarantine, only essential technical and business operations employees are deployed at the
facilities while the rest remain on call on a work-from-home capacity. Deployed employees are provided
the necessary protection (protective gear and disinfection of facilities) and support to ensure their safety.
Equally important, significant preparations are being made for the safe and effective re-integration of
employees upon the lifting of the enhanced community quarantine.

From May 16 to May 31, 2020, Metro Manila, Laguna, and Cebu City were shifted from enhanced
community quarantine status to modified enhanced community quarantine. From June 1 to August 3,
2020, Metro Manila was placed under general community quarantine. Starting August 4, 2020, Metro
Manila and the provinces of Bulacan, Cavite, Laguna, and Rizal were placed back under modified
enhanced community quarantine until August 18, 2020.

In May 2020, MWSS-RO announced that East Zone and West Zone customers that there will be no
disconnections during the enhanced community quarantine period and that grace periods and
installments for enhanced community quarantine bills have been implemented to provide economic relief
to customers. Read and bill operations resumed on May 16, 2020.

On May 2, 2020, MWSS-RO released Frequently Asked Questions (FAQs) that indicated that
non-lifeline accounts or those with consumption exceeding ten (10) cubic meters in a month may settle
their bills not later than July 31, 2020 while lifeline accounts or those who consume ten (10) cubic meter
or less in a month may pay their water bills until August 31, 2020. Bills, whose due date falls within the
enhanced community quarantine period, can be settled on an installment basis.

On July 30, 2020, the MWSS Board of Trustees (MWSS BOT) directed the Parent Company and
Maynilad Water Service, Inc. (Maynilad) to grant all residential customers a grace period of at least until
the end of the third quarter of 2020 to settle their enhanced community quarantine and modified
enhanced community quarantine water bills. In addition, during this period, both the Parent Company
and Maynilad were required to suspend water service disconnection activities, resolve billing inquiries
and complaints, and provide customers ample time to update payments for accumulated water bills.

The MWSS BOT directive was initiated on the basis of humanitarian and public health considerations;
and with the intention of providing further economic relief to customers, in addition to the staggered and
installment payment schemes currently in effect for enhanced community quarantine and modified
enhanced community quarantine water bills.

On September 30, 2020, the MWSS RO, in solidarity with the spirit and intentions of the Bayanihan to
Recover as One Act (Bayanihan 2), directed the Parent Company and Maynilad to:
i. grant all customers a thirty (30)-day grace period to settle their water bills that fall due within
the enhanced community quarantine (ECQ) and modified enhanced community quarantine
(MECQ) periods; and
ii. implement a three (3)-month installment scheme for all cooperatives; micro, small and medium
enterprises (MSMEs); and domestic customers after the grace period.

The said directives will provide customers ample time to update payments for water bills that fell due
within the August 4 to 18, 2020 MECQ period without incurring interests, penalties and other charges.

The Group is continuously evaluating potential impact of the COVID-19 pandemic to the Group’s
financial assets including the assumptions in the calculation of the expected credit loss for financial
assets and impairment testing for goodwill and other nonfinancial assets.

- 10 -
c. To date, management is continuously monitoring the financial impact on the Group as the COVID-19
situation progresses and as the Group maintains its commitment to the continuous provision of water
and used water services to its customers while ensuring the safety and welfare of its employees.

The Group has not made any modification to its existing debt and has not availed of any extension in
debt servicing.

As of September 30, 2020, the impact of the COVID-19 pandemic on the Group’s financials operations
and financial position was the increase in customer receivables as a result of extended credit terms for
ECQ and MECQ water bills; shift in customer mix largely towards the residential and semi-business
segments; additional operational expenses in relation to the pandemic; and negative impact on
revenues of Boracay Water which was affected by the drop in tourist arrivals.

As of September 30, 2020, there were no other known trends, demands, commitments, events or
uncertainties that have material impact on the Group’s liquidity.

d. Other than the items disclosed in the unaudited interim condensed consolidated financial statements,
the Group did not acquire assets nor incur liabilities that are material in amount for the period ended
September 30, 2020.

e. There were no off-balance sheet transactions, arrangements, and obligations created during the
reporting period.

f. Future events may occur which may cause the assumptions used in arriving at the estimates to change.
The effect of any change in estimates will be recorded in the consolidated financial statements as they
become reasonably determinable. There were no material changes in estimates of amounts reported in
the prior interim period of the prior financial year except for the Group’s recognition of additional
provisions for various exposures for the period ended September 30, 2019.

g. The Group has not been subjected and is not subject to any bankruptcy, receivership, or similar
proceedings. It has not made any material reclassification, purchase, or sale of any significant amount
of assets which are not in the ordinary course of business.

h. The Group has various contingent liabilities arising from the ordinary conduct of business which are
either pending decision by the courts or are being contested, the outcomes of which are not presently
determinable.

In 2009, a complaint was filed by the OIC Regional Director Roberto D. Sheen of the Environmental
Management Bureau-National Capital Region (EMB-NCR) before the Pollution Adjudication Board
(PAB) against the Parent Company, Maynilad Water Services, Inc. (Maynilad), and Metropolitan
Waterworks and Sewerage System (MWSS) for alleged violation of Philippine Clean Water Act of 2004
(RA No. 9275, the “Clean Water Act”), particularly the five (5)-year deadline imposed in Section 8
thereof for connecting the existing sewage line found in all subdivisions, condominiums, commercial
centers, hotels, sports and recreational facilities, hospitals, market places, public buildings, industrial
complex and other similar establishments including households, to an available sewerage system. Two
(2) similar complaints against Maynilad and MWSS were consolidated with this case.

On September 18, 2019, the Parent Company received a copy of the Decision of the Supreme Court on
the case ‘Manila Water Company, Inc. vs. The Secretary of the Department of Environment and Natural
Resources, et.al.’ with G.R. No. 206823 and promulgated on August 6, 2019. In the Decision, the
Supreme Court found the Parent Company liable for fines in violation of Section 8 of the Clean Water
Act in the following manner:

a. The Parent Company shall be jointly and severally liable with MWSS for the total amount of
P
= 921.46 million covering the period starting from May 7, 2009 to the date of promulgation of
the Decision, August 6, 2019, to be paid within fifteen (15) days from finality of the Decision.
b. From finality of the Decision until full payment of the P
= 921.46 million fine, the Parent Company
shall be fined in the initial amount of P= 322,102.00 per day, subject to a further 10.00% increase
every two (2) years as provided under Section 28 of the Clean Water Act, until full compliance
with Section 8 of the same law.
c. The total amount of fines imposed by the Decision shall earn legal interest of six percent
(6.00%) per annum from finality and until full satisfaction thereof.

On October 2, 2019, the Parent Company filed a Motion for Reconsideration with the Supreme Court.

- 11 -
On July 1, 2020, the Parent Company received a copy of the Consolidated Comment (on the separate
Motions for Reconsideration filed by petitioners MWSS, Maynilad Water Services, Inc. and the Parent
Company) filed by the Office of the Solicitor General in behalf of the adverse parties.

The Parent Company filed with the Supreme Court a Motion for Leave to file and admit its Reply last
August 17, 2020.

On November 3, 2020, the Parent Company received a Resolution dated September 8, 2020 issued by
the Supreme Court, which relevantly (1) noted the Consolidated Comment; (2) granted the Motion for
Leave and Admit Attached Reply; and (3) noted the Reply filed by the Parent Company.

As of the date of authorization for issuance of this report, the Motion for Reconsideration remains
pending.

i. There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting
date up to the date of authorization for issuance of the unaudited interim condensed financial
statements. For the period ended September 30, 2019, the Group recognized, as an adjusting event
after the reporting period, a pro-rata portion of its additional provisions for various exposures for the year
ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Parent Company’s bond issuance. There were no changes in the total amount of provisions
recognized for the year ended December 31, 2019.

4. Significant Events and Transactions

a. Parent Company’s Concession Agreement Validity


On January 29, 2020, the Parent Company received a response letter from the MWSS Regulatory
Office (MWSS RO) confirming that the twenty-five (25)-year Concession Agreement from 1997 to 2022
and the Memorandum of Agreement and Confirmation between the Parent Company and the MWSS
providing for the fifteen (15)-year extension from 2022 to 2037 have not yet been cancelled.

b. Parent Company’s Amendment of Articles of Incorporation


On January 31, 2020, the BOD approved the amendment of the Seventh Article of the Articles of
Incorporation to increase the authorized capital stock from P
= 3.50 billion to P
= 4.40 billion, which increase
will consist of an additional 900.00 million common shares. The BOD also approved the increase in the
carved-out shares from 300.00 million to 900.00 million unissued common shares and to allow the
issuance of the carved-out shares “for cash, properties or assets to carry out” the corporate purposes” of
the Parent Company as approved by the BOD.

Both the increase in authorized capital stock and the increase in the carved-out shares were ratified at
the annual stockholders’ meeting on April 17, 2020.

c. Prime Metroline Holdings, Inc.’s Subscription of Parent Company Shares


On February 1, 2020, the Parent Company and Prime Metroline Holdings, Inc., on behalf of a company
to be incorporated (to be named Trident Water), signed a subscription agreement for the acquisition of
820.00 million common shares (equivalent to 24.96% economic rights) of the Parent Company at
P
= 13.00 per share.

On February 6, 2020, Ayala Corporation (Ayala), as part of the shareholder agreement to be executed
among itself, its wholly owned subsidiary Philwater Holdings Co., Inc. (Philwater) and Trident Water,
Ayala’s Executive Committee approved the grant of proxy rights by Philwater to Trident Water over its
4,000,000,000 preferred shares to enable the latter to achieve 51.00% voting interest in the Parent
Company, subject to the fulfillment of the conditions set forth in the subscription agreement. Upon the
grant of proxy rights to Trident Water, Ayala’s effective voting interest in the Parent Company will stand
at 31.60%. This arrangement aims to strategically rationalize the economic and voting stakes between
Ayala and Trident Water as strategic partners in the Parent Company.

On February 7, 2020, the Parent Company received a letter from Prime Metroline Holdings, Inc., that it
has announced through publication in a newspaper of general circulation, its intention to make a
mandatory offer for the shares of the Parent Company at an offer price of P
= 13.00 per share.

The subscription agreement will become effective after certain conditions precedent are met, including
relevant third-party consents and regulatory approvals.

On February 11, 2020, Ayala clarified that the shareholders agreement related to the subscription of
shares of the Parent Company by Trident Water will take effect after the closing of the subscription
agreement, which will be after the annual stockholders' meeting of the Parent Company on

- 12 -
April 17, 2020 and after regulatory approvals have been obtained. This includes the SEC's approval of
the denial of pre-emptive rights with respect to the issuance of shares to Trident Water. The closing of
the subscription agreement is conditioned on the continuing effectivity of the Parent Company's material
contracts.

The signing of the subscription agreement, as well as the approvals secured from shareholders at the
recent annual stockholders’ meeting for the increase in capital stock and carved-out shares, are
components of a series of events. There are still other conditions precedent and approvals which are
worked on by both parties and remain in progress. Notably, the parties have submitted necessary
information and documentary requirements to the Securities and Exchange Commission (SEC) and the
Philippine Competition Commission (PCC).

On July 2, 2020, the Parent Company received formal notice from the SEC approving several key
amendments to the Parent Company’s Amended Articles of Incorporation. Particularly, these
amendments are (1) to increase the carved-out shares from 300.00 million unissued common shares to
900.00 million unissued common shares allocated for issuance in one or more transactions or offerings
for cash, properties, or assets to carry out the Parent Company’s corporate purposes as approved by
the BOD; and (2) to allow the issuance of the carved-out shares “for cash, properties, or assets to carry
out” the corporate purposes of the Parent Company as approved by the BOD. Carved-out shares are
common shares which are waived of shareholders’ pre-emptive rights and are earmarked for specific
corporate purposes.

On August 25, 2020, the Parent Company received a copy of the resolution from PCC, indicating that
the PCC will take no further action with respect to the transaction. Specifically, it was deemed that the
proposed acquisition of Trident Water of shares in the Parent Company will not likely result in
substantial lessening of competition.

To date, the conditions precedent to the Subscription Agreement between Manila Water and Prime
Metroline Holdings, Inc. are still being fulfilled by the parties. These include completion of the due
diligence, and relevant third party consents and regulatory approvals.

d. MW Consortium’s Dispute with the Provincial Government of Cebu (PGC)


On February 3, 2020, MW Consortium and the PGC signed the Terms of Reference for the interim
protocol between both parties pending Settlement with Finality of the Dispute between MW Consortium
and PGC. As of the date of authorization for issuance of this report, the parties are still engaged in
negotiations towards the settlement of the dispute.

e. Zamboanga Water’s Loan Prepayment


On February 17, 2020, the BOD of MWPVI approved the extension of Zamboanga Water’s shareholder
loan amounting to P= 76.00 million which will be used by Zamboanga Water for the prepayment in 2020 of
its outstanding loan with the Development Bank of the Philippines. The loan prepayment was made by
Zamboanga Water on March 30, 2020.

f. Tagum Water’s Notices of Award for Construction


Tagum Water issued a Notice of Award for the Construction of Wells 3 and 4 amounting to
P
= 27.00 million dated January 9, 2020, Notice of Award for the Construction of Artificial Recharge
amounting to P = 75.00 million dated February 21, 2020, and Notice of Award for the Interim Wells
Generator sets amounting to P = 11.00 million last March 29, 2020.

A Notice of Award on the variation order for the construction of an additional Coffer Dam on Design and
Build of Artificial Recharge amounting to P
= 4.27 million was issued last June 23, 2020.

g. Ilagan Water’s Bulk Water Sales and Purchase Agreement (BWSPA) and Septage Management
Agreement (SMA)
On March 16, 2020, Ilagan Water signed and executed a BWSPA and SMA with the City of Ilagan
Water District (CIWD), for the supply of bulk water and septage management to CIWD for a period of
twenty-three (23) years and twenty-two (22) years from the Operation Start Date, respectively.

As of September 30, 2020, Ilagan Water’s BWSPA and SMA did not have any impact on the Group’s
financial position and operations since Ilagan Water has yet to commence any activities in relation to
these agreements.

h. Parent Company’s Foreign Currency Differential Adjustment (FCDA)


Effective April 1, 2020, a FCDA of P
= 0.48 per cubic meter was implemented on the water rates of East
Zone customers. This adjustment was based on the exchange rate of USD1.00 to ₱50.767 and
JPY1.00 to ₱0.465. The FCDA of the water bill will be adjusted to 1.69% of the 2020 average basic
charge of ₱28.52 per cubic meter.

- 13 -
Effective October 1, 2020, a FCDA of P
= 0.33 per cubic meter will be implemented on the water rates of
East Zone customers. This adjustment was based on the exchange rate of USD1.00 to ₱50.097 and
JPY1.00 to ₱0.466. The FCDA of the water bill will be adjusted to 1.77% of the 2020 average basic
charge of ₱28.52 per cubic meter.

i. Zamboanga Water’s Non-Revenue Water Reduction Service Agreement (NRWRSA)


On April 3, 2020, Zamboanga Water received a letter, dated April 1, 2020, from the Zamboanga City
Water District (ZCWD), requesting for the termination of the NRWRSA. In its the letter, ZCWD indicated
that the erratic supply of water due to the recurrent dry spell and El Niño phenomenon affecting the
District Metered Areas (DMAs) established by Zamboanga Water has rendered the NRWRSA
impractical and unworkable, and thus, in the interest of fiscal responsibility and sound management of
government funds, ZCWD requested for the termination of the NRWRSA.

On April 30, 2020, Zamboanga Water approved the termination of the NRWSA. Such termination,
however, is without prejudice to Zamboanga Water’s claims against ZCWD and remedies under the
NRWRSA.

On September 16, 2020, Zamboanga Water filed a Notice of Arbitration with the Philippine Dispute
Resolution Center, Inc. (PDRCI), which is the arbitral body designated in the NRWRSA.

j. MWPVI ₱3.00 Billion Loan


MWPVI has exercised its option to borrow an additional ₱3.00 billion under the Greenshoe Option of the
Omnibus Loan and Security Agreement (OLSA) with Security Bank Corporation and Metropolitan Bank
and Trust Company, Inc. MWPVI signed the Second OLSA on May 22, 2020 and made the first
drawdown of ₱750.00 million from each lender. The proceeds of the loan will be used to finance
MWPVI’s capital expenditures, existing projects of subsidiaries or equity investments, and other general
corporate requirements.

k. Parent Company US$500 million 4.375% 10 Non-call 5-year Senior Unsecured Fixed Rate
Sustainability Notes
On July 22, 2020, the Parent Company announced its plan to issue an offering of USD-denominated
senior unsecured notes, which qualify as ASEAN sustainability bonds. Proceeds from the issuance of
the bond are intended to refinance debt and finance programmed capital expenditures for 2020 to 2021,
pursuant to the Sustainability Financing Framework (SFF) which the Parent Company recently
established; proceeds are targeted towards financing projects related to (1) Sustainable water and
wastewater management, (2) Terrestrial and aquatic biodiversity conservation, and (3) Affordable basic
infrastructure categories. The Parent Company’s SFF is aligned with the Green Bond Principles 2018
and Social Bond Principles 2018 and likewise complies with the ASEAN Sustainability Bond Standards
and SEC Memorandum Circular No. 8, s 2019.

On July 23, 2020, the Parent Company successfully issued the USD500 million ASEAN sustainability
bonds, debuting in the international debt capital markets. The Parent Company is the first Philippine
Corporate to issue an ASEAN sustainability bond. Equally important, this issuance is the single largest
green, social or sustainability bond issued by a listed private water utility in Asia. The 10-year bond was
priced at 99.002 with a coupon rate of 4.375% p.a.

The successful bond issuance enables the Company to diversify its fund sources, to refinance maturing
obligations, as well as fund its committed water and wastewater infrastructure projects in the East Zone
Concession.

l. Joint Venture Agreement (JVA) with Calbayog City Water District (CCWD)
On July 15, 2020, Calbayog Water and Tubig Pilipinas Group, Inc. (TPGI) entered into a Stakeholder
Management Agreement, where TPGI agrees to provide support to the Operations Management/
Stakeholder Management of Calbayog Water.

On the same date, Calbayog Water and TPGI entered into a Subscription Agreement whereas TPGI
agreed to subscribe to Calbayog Water’s shares at a subscription price of ₱1.00 per share for a total
subscription of Forty-Nine Million One Hundred Seventy Thousand Pesos (₱49,170,000.00), payable in
tranches up to 2022.

Assignment of MWPVI Lease Agreement with the Philippine Economic Zone Authority (PEZA)
On August 4, 2020, the MWPVI BOD approved the assignment of the Lease Agreement for the
Operation and Management of the Water and Used Water Facilities of the PEZA in the Cavite Economic
Zone (CEZ) from MWPVI to EcoWater.

- 14 -
m. Assignment of MWPVI Franchises under its Memorandum of Agreements (MOAs) with the
Municipalities of Sta. Barbara, San Fabian, and Manaoag in Pangasinan
On August 4, 2020, the MWPVI BOD approved the assignment of the franchises, rights and obligations
granted to MWPVI by the local government units of Malasiqui, San Fabian, and Manaoag in the
province of Pangasinan to North Luzon Water.

On April 27, August 13, and December 3, 2018, MWPVI was granted separate twenty-five (25)-year
franchises by the Municipalities of Sta. Barbara, San Fabian, and Manaoag in Pangasinan, respectively,
through MOAs between MWPVI and the municipal government. These MOAs were signed in 2019.

n. MWTS’ Healthy Family Business Division Closure


On August 26, 2020, MWTS announced the permanent closure of its Healthy Family Business Division
effective October 31, 2020 due to its recurring losses and inability to financially sustain business
operations.

The Healthy Family brand was launched in 2015 and has since been known for providing exceptional
quality and affordable purified drinking water to its customers. While the Healthy Family Business
Division has, in recent years, made strong efforts to improve operations and profitability, the ever-
increasing competition in the bottled water industry and the recent economic challenges have proved
too difficult to cope and keep the business afloat. MWTS, as an entity, shall continue to exist and
operate based on its primary purpose to engage in water and wastewater and environmental services.

5. Impairment Testing of Goodwill and Nonfinancial Assets with Indefinite Useful Lives

The Group performs its annual impairment test in December and when circumstances indicated that the
carrying value of its assets may be impaired. The Group’s recoverable amount of goodwill and intangible
assets with indefinite lives is based on the higher of the fair value less cost to sell and value in use. The key
assumptions used to determine the recoverable amount for the different cash generating units were
disclosed in the annual consolidated financial statements for the year ended December 31, 2019.

Impairment of nonfinancial assets


The Group’s nonfinancial assets consist of property, plant and equipment, service concession assets (SCA),
contract assets representing SCA under construction, right-of-use assets, investments in associates, water
rights, and deposits under other current and noncurrent assets.

As of September 30, 2020, the Group has determined that there are no indicators of impairment on its
investments in Thu Duc Water BOO Corporation (Thu Duc Water), Kenh Dong Water Supply Joint Stock
Company (Kenh Dong Water), Saigon Water Infrastructure Corporation (Saigon Water), Eastern Water
Resources Development and Management Public Company Limited (East Water), and PT Sarana Tirta
Ungaran (PT STU). On March 31, 2020, MWSAH recognized an impairment on its investment in Cu Chi
Water Supply Sewerage Company Limited (Cu Chi Water) amounting to P = 336.67 million due to the current
and prospective financial performance and condition of Cu Chi Water (see Notes 9 and 11).

As of September 30, 2020, the Parent Company’s market capitalization was below its net book value, which
is a continuing effect of the ongoing discussion initiated last year with MWSS on the provisions of the
Concession Agreement identified for renegotiation and amendment. Management has determined that, as
of September 30, 2020, the recoverable amount of the Parent Company’s nonfinancial assets is higher than
its net book value. Therefore, the Group did not recognize any impairment loss on the Parent Company’s
nonfinancial assets particularly its property and equipment and SCA amounting as of September 30, 2020 to
P
= 920.74 million and P= 85,599.91 million, respectively.

Except for those discussed above, as of September 30, 2020, there were no indicators of impairment for the
Group’s property, plant and equipment, SCA, contract assets representing SCA under construction, right-of-
use assets, water rights, and deposits under other current and noncurrent assets.

Impairment of goodwill on the acquisition of Clark Water


The carrying value of goodwill on the acquisition of Clark Water in the consolidated statements of financial
position as of September 30, 2020 amounting to P = 130.32 million. The Group has not recognized any
impairment on the goodwill from the Clark Water acquisition as of September 30, 2020.

- 15 -
6. Cash and Cash Equivalents and Short-term Investments

This account consists of:

September 30, December


2020 31, 2019
(in Thousands)
Cash on hand and in banks P
= 1,871,075 P
= 1,819,271
Cash equivalents 12,201,384 7,114,499
P
= 14,072,459 P
= 8,933,770

Cash in banks earn interest at the respective bank deposit rates. Cash equivalents are highly liquid
investments with varying periods of up to three (3) months and earn interest at the respective short-term
rates.

Short-term investments pertain to the Group’s time deposits with maturities of more than three (3) months up
to one year. As of September 30, 2020 and December 31, 2019, the Group’s short-term investments
amounted to P= 17,416.29 million and P
= 109.27 million.

7. Receivables

This account consists of:

September 30, December


2020 31, 2019
(in Thousands)
Customers of:
Water and used water services:
Residential P
= 3,351,553 P
= 2,048,588
Commercial 847,529 330,507
Semi-business 485,983 116,053
Industrial 205,426 47,004
Supervision fees 600,638 706,266
Pipework services 182,970 111,396
Employees 29,346 29,074
Interest from banks 28,271 13,703
Cebu II Electric Cooperative, Inc. – 29,162
Dividends from associates 33,281 80,439
Others 197,671 74,618
5,962,668 3,586,810
Less allowance for expected credit losses (ECL) 1,380,394 1,142,532
P
= 4,582,274 P
= 2,444,278

Other receivables include receivables from the Land Bank of the Philippines in relation to the Metro Manila
Wastewater Management Project (MWMP) Loan, receivables from shared facilities, and collection facilities.

8. Other Current Assets

This account consists of:

September 30, December


2020 31, 2019
(in Thousands)
Net input value-added taxes (VAT) P
= 753,316 P
= 1,057,130
Prepaid expenses 369,098 419,656
Advances to contractors and deposits 216,652 186,701
P
= 1,339,066 P
= 1,663,487

- 16 -
9. Investments in Associates

This account consists of the following:

September 30, December


2020 31, 2019
(in Thousands)
Acquisition cost P
= 13,032,607 P
= 13,369,281
Accumulated equity share in net income 1,632,382 1,784,596
Cumulative translation adjustments (686,280) 367,277
Equity share in other comprehensive loss of associate (1,346) (1,346)
P
= 13,977,363 P
= 15,519,808

The rollforward of acquisition cost follows:

September 30, December


2020 31, 2019
(in Thousands)
Balance at beginning of period P
= 13,369,281 P
= 13,443,606
Impairment loss (Note 11) (336,674) (74,325)
Balance at end of period P
= 13,032,607 P
= 13,369,281

The rollforward of accumulated equity in net earnings follow:

September 30, December


2020 31, 2019
(in Thousands)
Balance at beginning of period P
= 1,784,596 P
= 1,547,479
Equity in share in net income 92,578 653,502
Dividend income (244,792) (416,385)
Balance at end of period P
= 1,632,382 P
= 1,784,596

On March 31, 2020, MWSAH recognized an impairment on its investment in Cu Chi Water amounting to
P
= 336.67 million due to the current and prospective financial performance and condition of Cu Chi Water.
The impairment loss is recognized in “Other income (loss)” in the unaudited interim consolidated statement
of comprehensive income (see Note 11).

10. Short-term and Long-term Debt

a. Short-term debt

On January 31, 2020 and March 24, 2020, the Parent Company entered into one-year term facility
agreements with the Philippine National Bank (PNB) and the Bank of the Philippine Islands (BPI) for
P
= 900.00 million and P
= 3,000.00 million, respectively, to be used for its working capital requirements.

On August 14, 2020, the Parent Company settled its P


= 3,000.00 million loan with BPI.

As of September 30, 2020, the carrying value of the Group’s short-term debt amounted to
P
= 897.72 million (nil as of December 31, 2019).

b. Long-term debt

For the quarter ended September 30, 2020, the Group’s total proceeds from long-term debt and from
the Parent Company’s bond issuance amounted to P = 34,884.56 million consisting of availments of the
Parent Company (P = 31,330.75 million), MWPVI (P = 2,527.95 million), Boracay Water (P = 593.74 million),
Laguna Water (P = 397.00 million), and Clark Water (P = 79.28 million); while payments for long-term debt
amounted to P = 11,266.58 million from the Parent Company (P = 10,751.58 million), Laguna Water
(P
= 254.15 million), Zamboanga Water (P = 79.69 million), Boracay Water (P = 86.29 million), Clark Water
(P
= 71.88 million), and Cebu Water (P = 23.00 million).

On March 30, 2020, Zamboanga Water prepaid its outstanding loan balance of P
= 79.69 million with the
Development Bank of the Philippines (DBP).

- 17 -
On August 28, 2020, the Parent Company settled its outstanding loan with Metropolitan Bank and Trust
Company (MBTC) under its P= 5.00 billion Credit Facility Agreement.

On September 29, 2020, the Parent Company partially prepaid JPY3.50 billion of its outstanding
JPY40.00 billion term loan.

Compliance with loan covenants


All these loan agreements provide for certain covenants which must be complied by the Group which include
compliance with certain financial ratios such as the debt-to-equity and debt-service-coverage ratios. As of
September 30, 2020 and December 31, 2019, the Group was in compliance with all the loan covenants
required by the creditors and has not received any written notice of default from lenders or the trustees.

11. Other Operating Income, Operating Expenses, Interest Income and Interest Expense

Other operating income consists of:

Periods Ended September 30


2020 2019
(in Thousands)
Supervision fees P
= 239,010 P
= 608,368
Connection fees from water and service connections 99,978 105,647
Operations and maintenance services 75,934 74,887
Pipeworks and integrated used water services 70,217 183,031
Reconnection fee 26,155 48,502
Septic sludge disposal and bacteriological water analysis 19,450 29,890
Income from customer late payments 11,099 35,096
Inventories sold 10,843 –
Due diligence 1,125 –
Miscellaneous 91,187 45,583
P
= 644,998 P
= 1,131,004

Interest income consists of:

Periods Ended September 30


2020 2019
(in Thousands)
Cash and cash equivalents P
= 176,277 P
= 199,098
Finance income from concession financial receivables and
contract assets 173,098 146,472
Receivable from Bonifacio Water Corporation and others 5,572 22,359
P
= 354,947 P
= 367,929

Interest expense consists of:

Periods Ended September 30


2020 2019
(in Thousands)
Short-term and long-term debt:
Coupon interest P
= 1,137,832 P
= 937,092
Amortization of debt discount, issuance costs and
premium 120,180 96,575
Service concession obligations, deposits and others 519,424 556,802
Lease liabilities 20,314 16,581
Pension liabilities 4,433 3,395
P
= 1,802,183 P
= 1,610,445

Other losses - net includes the impairment loss on the investments in associates (see Note 6).

- 18 -
12. Income Taxes

Provision for (benefit from) income taxes consists of:

Periods Ended September 30


2020 2019
(in Thousands)
Current P
= 1,837,647 P
= 1,630,168
Final 4,682 6,434
Deferred 141,031 196,501
P
= 1,983,360 P
= 1,833,103

13. Earnings per Share

Earnings per share amounts attributable to equity holders of the Parent Company as follows:

Periods Ended September 30


2020 2019
(in Thousands Except Earnings per Share)
Net income attributable to common equity holders of the
Parent Company P
= 3,195,752 P
= 4,186,164
Less dividends on preferred shares* 552,123 712,849
Net income attributable to common shareholders for basic
and diluted earnings per share P
= 2,643,629 P
= 3,473,315
Weighted average number of common shares for basic
earnings per share 2,064,840 2,064,840
Dilutive common shares arising from stock options – 26
Adjusted weighted average number of common stocks for
diluted earnings per share 2,064,840 2,064,866
Basic earnings per share P
= 1.28 P
= 1.68
Diluted earnings per share P
= 1.28 P
= 1.68
*Including participating preferred shares’ participation in earnings

14. Assets, Liabilities, and Operations of Segments under PFRS 5

MWTS-Healthy Family (MWTS-HF)


On August 26, 2020, MWTS announced the permanent closure of its Healthy Family Business Division
effective October 31, 2020 due to its recurring losses and inability to financially sustain business operations.

The Healthy Family brand was launched in 2015 and has since been known for providing exceptional quality
and affordable purified drinking water to its customers. While the Healthy Family Business Division has, in
recent years, made strong efforts to improve operations and profitability, the ever-increasing competition in
the bottled water industry and the recent economic challenges have proved too difficult to cope and keep the
business afloat. MWTS, as an entity, shall continue to exist and operate based on its primary purpose to
engage in water and wastewater and environmental services.

The results of operations of MWTS-HF for the periods ended September 30, 2020 and 2019 are as follows:

Periods Ended September 30


2020 2019
(in Thousands)
Revenue from contracts with customers P
= 69,687 P
= 106,988
Cost of services and operating expenses 89,386 168,929
Operating loss (19,699) (61,941)
Interest income (expense) - net (43) 2,107
Other income (loss) - net (10,607) 276
Loss before income tax (30,349) (59,558)
Provision for (benefit from) income tax 679 (2,342)
Net loss (P
= 31,028) (P
= 57,216)

- 19 -
The major classes of assets and liabilities of MWTS-HF classified under PFRS 5 as of September 30, 2020
and December 31, 2019 are as follows:

September 30, December


2020 31, 2019
(in Thousands)
Cash and cash equivalents P
= 7,007 P
= 14,679
Current assets 71,634 24,731
Noncurrent assets 81,951 149,553
Total assets P
= 160,592 P= 188,963

Current liabilities P
= 16,098 P
= 78,189
Noncurrent liabilities 12,393 4,935
Total liabilities P
= 28,491 P
= 83,124

The net cash flows incurred by MWTS-HF are as follows:

Periods Ended September 30


2020 2019
(in Thousands)
Operating (P
= 9,603) (P
= 39,006)
Investing 1,931 (3,163)
Financing – –
Net decrease in cash and cash equivalents (P
= 7,672) (P
= 42,169)

Zamboanga Water
On April 3, 2020, Zamboanga Water received a letter, dated April 1, 2020, from the Zamboanga City Water
District (ZCWD), requesting for the termination of the NRWRSA. In its the letter, ZCWD indicated that the
erratic supply of water due to the recurrent dry spell and El Niño phenomenon affecting the District Metered
Areas (DMAs) established by Zamboanga Water has rendered the NRWRSA impractical and unworkable,
and thus, in the interest of fiscal responsibility and sound management of government funds, ZCWD
requested for the termination of the NRWRSA.

On April 30, 2020, Zamboanga Water approved the termination of the NRWSA. Such termination, however,
is without prejudice to Zamboanga Water’s claims against ZCWD and remedies under the NRWRSA.

On September 16, 2020, Zamboanga Water filed a Notice of Arbitration with the Philippine Dispute
Resolution Center, Inc. (PDRCI), which is the arbitral body designated in the NRWRSA.

The results of operations of Zamboanga Water for the periods ended September 30, 2020 and 2019 are as
follows:

Periods Ended September 30


2020 2019
(in Thousands)
Revenue from contracts with customers P
= 4,830 P
= 38,766
Cost of services and operating expenses 23,921 25,227
Operating income (19,091) 13,539
Interest income (expense) - net (390) (5,200)
Other income (loss) - net 76 –
Income (loss) before income tax (19,405) 8,339
Provision for income tax 35,946 1,473
Net income (loss) (P
= 55,351) P
= 6,866

The major classes of assets and liabilities of Zamboanga Water classified under PFRS 5 as of
September 30, 2020 and December 31, 2019 are as follows:

September 30, December


2020 31, 2019
(in Thousands)
Cash and cash equivalents P
= 273 P
= 9,795
Current assets 87,278 86,428
Noncurrent assets 238,118 240,796
Total assets P
= 325,669 P= 337,019

- 20 -
September 30, December
2020 31, 2019
Current liabilities P
= 40,810 P
= 75,798
Noncurrent liabilities 45,979 81,102
Total liabilities P
= 86,789 P
= 156,900

The net cash flows incurred by Zamboanga Water are as follows:

Periods Ended September 30


2020 2019
(in Thousands)
Operating (P
= 512) (P
= 5,328)
Investing (234) (424)
Financing (8,776) 4,867
Net decrease in cash and cash equivalents (9,522) (P
= 885)

15. Segment Information

Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the segment
information is reported based on the nature of service the Group is providing and its geographic location.

The segments where the Group operates follow:

• Manila Concession and Head Office – represents the operations of the Manila Concession (East Zone)
of the Parent Company in accordance with its Concession Agreement.
• Domestic Subsidiaries – represents the financial results of the Philippine businesses such as MWTS,
Calasiao Water, MWPVI (including Laguna Water, Clark Water, Boracay Water, Filipinas Water,
Obando Water, Bulakan Water, Ilagan Water, South Luzon Water, North Luzon Water, MW Consortium,
Cebu Water, Davao Water, Tagum Water, BMDC, Aqua Centro, MWTV, EcoWater, Leyte Water,
Zamboanga Water, and Calbayog Water).
• Foreign Subsidiaries – consists of businesses outside the Philippines under MWAP (MWSAH, Asia
Water Network Solutions Joint Stock Company, TDWH, KDWH, MWTH, MWTC, MSEA, and PTMWI).

Details of the Group’s operating segments as of and for the nine months ended September 30, 2020 and
2019 are as follows:

September 30, 2020


Manila
Concession
and Head Domestic Foreign
Office Subsidiaries Subsidiaries Consolidated
(in Thousands)

Revenue from contracts with


customers P
= 12,860,291 P
= 3,211,338 =–
P P
= 16,071,629

Income (loss) before income tax P


= 5,578,619 P
= 199,388 (P
= 417,027) P
= 5,360,980
Provision for (benefit from)
income tax 1,803,858 194,569 (15,067) 1,983,360
Income (loss) after income tax 3,774,761 4,819 (401,960) 3,377,620
Loss from operations under
PFRS 5 – (86,379) – (86,379)
Net income (loss) P
= 3,774,761 (P
= 81,560) (P
= 401,960) P
= 3,291,241

Net income (loss) attributable to


equity holders Manila Water
Company, Inc. P
= 3,774,761 (P
= 177,049) (P
= 401,960) P
= 3,195,752

Segment assets P
= 118,931,426 P
= 26,545,010 P
= 552,506 P
= 146,028,942
Investments in associates – – 13,977,363 13,977,363
Deferred tax assets 827,757 216,526 – 1,044,283
Assets under PFRS 5 – 486,261 – 486,261
Total assets P
= 119,759,183 P
= 27,247,797 P
= 14,529,869 P
= 161,536,849

- 21 -
September 30, 2020
Manila
Concession
and Head Domestic Foreign
Office Subsidiaries Subsidiaries Consolidated
(in Thousands)

Segment liabilities P
= 74,001,125 P
= 20,209,348 P
= 8,112,925 P
= 102,323,398
Deferred tax liabilities – 157,073 – 157,073
Liabilities under PFRS 5 – 115,280 – 115,280
Total liabilities P
= 74,001,125 P
= 20,481,701 P
= 8,112,925 P
= 102,595,751

September 30, 2019


Manila
Concession and Domestic Foreign
Head Office Subsidiaries Subsidiaries Consolidated
(in Thousands)

Revenue from contracts with


customers P
= 12,507,715 P
= 3,482,251 P
= 5,898 P
= 15,995,864

Income (loss) before income tax P


= 5,126,103 P
= 775,599 P
= 275,659 P
= 6,177,361
Provision for (benefit from) income
tax 1,561,574 266,033 5,496 1,833,103
Income (loss) after income tax 3,564,529 509,566 270,163 4,344,258
Loss from operations under
PFRS 5 – (50,350) – (50,350)
Net income (loss) P
= 3,564,529 P
= 459,216 P
= 270,163 P
= 4,293,908

Net income (loss) attributable to


equity holders Manila Water
Company, Inc. P
= 3,564,529 P
= 341,428 P
= 280,207 P
= 4,186,164

Segment assets P
= 87,427,982 P
= 21,311,007 P
= 648,125 P
= 109,387,114
Investments in associates – – 16,433,288 16,433,288
Deferred tax assets 1,056,450 149,025 – 1,205,475
Assets under PFRS 5 – 496,330 – 496,330
Total assets P
= 88,484,432 P
= 21,956,362 P
= 17,081,413 P
= 127,522,207

Segment liabilities P
= 46,711,365 P
= 14,472,859 P
= 8,966,241 P
= 70,150,465
Deferred tax liabilities – 152,503 5,125 157,628
Liabilities under PFRS 5 – 209,202 – 209,202
Total liabilities P
= 46,711,365 P
= 14,834,564 P
= 8,971,366 P
= 70,517,295

Disaggregated revenue information


The following are the disaggregation of the Group’s revenue from contracts with customers:

September 30, 2020


Manila
Concession and Domestic Foreign
Head Office Subsidiaries Subsidiaries Total
(in Thousands)
Revenue from contracts with
customers:
Water and sewer revenues P
= 12,699,317 P
= 2,727,314 =–
P P
= 15,426,631
Other operating income 160,974 484,024 – 644,998
P
= 12,860,291 P
= 3,211,338 =–
P P
= 16,071,629

- 22 -
September 30, 2020
Manila
Concession and Domestic Foreign
Head Office Subsidiaries Subsidiaries Total
(in Thousands)
Timing of revenue recognition:
Revenue recognized over time P
= 12,781,337 P
= 3,134,596 =–
P P
= 15,915,933
Revenue recognized at a point in
time 78,954 76,742 – 155,696
P
= 12,860,291 P
= 3,211,338 =–
P P
= 16,071,629

September 30, 2019


Manila Concession Domestic Foreign
and Head Office Subsidiaries Subsidiaries Total
(in Thousands)
Revenue from contracts with
customers:
Water and sewer revenues P
= 12,368,916 P
= 2,495,944 =–
P P
= 14,864,860
Other operating income 138,799 986,307 5,898 1,131,004
P
= 12,507,715 P
= 3,482,251 P
= 5,898 P
= 15,995,864

Timing of revenue recognition:


Revenue recognized over time P
= 12,451,902 P
= 3,423,657 =–
P P
= 15,875,559
Revenue recognized at a point in
time 55,813 58,594 5,898 120,305
P
= 12,507,715 P
= 3,482,251 P
= 5,898 P
= 15,995,864

16. Financial Assets and Financial Liabilities

The Group’s financial assets, other than cash and short-term investments, and financial liabilities consist of:

September December
30, 2020 31, 2019
(in Thousands)
Financial assets at amortized cost
Receivables P
= 4,582,274 P
= 2,444,278
Concession financial receivable 1,704,628 1,054,539
P
= 6,286,902 P
= 3,498,817

Total current P
= 4,950,110 P
= 2,683,261
Total noncurrent P
= 1,336,792 P
= 815,556

Financial liabilities at amortized cost


Accounts and other payables P
= 10,003,555 P
= 9,705,350
Short-term debt 897,720 –
Long-term debt 78,809,011 56,276,205
Service concession obligations 9,309,125 9,153,822
Customers’ guaranty deposits and other deposits 403,124 374,027
P
= 99,422,535 P
= 75,509,404

Total current P
= 21,450,904 P
= 21,159,132
Total noncurrent P
= 77,971,631 P
= 54,350,272

- 23 -
17. Fair Value Measurement

The carrying amounts approximate fair values for the Group’s financial assets and liabilities due to their
short-term maturities except for the following financial assets and liabilities as of September 30, 2020 and
December 31, 2019:

September 30, 2020 December 31, 2019


Fair Value Fair Value
Significant Significant
Unobservable Unobservable
Inputs Inputs
Carrying Value (Level 3) Carrying Value (Level 3)
(In Thousands)
Financial assets at amortized cost
Concession financial receivable P
= 1,704,628 P
= 3,877,850 P
= 1,054,539 P
= 1,645,037

Other financial liabilities


Short-term debt P
= 897,720 P
= 897,720 =–
P =–
P
Long-term debt 78,809,011 85,098,899 56,276,205 56,833,991
Service concession obligations 9,309,125 11,621,616 9,153,822 10,352,666
Customers’ guaranty deposits and other
deposits 403,124 224,272 374,027 153,642
P
= 89,418,980 P
= 97,842,507 P
= 65,804,054 P
= 67,340,299

The methods and assumptions used by the Group in estimating the fair value of the long-term financial
assets at amortized cost and other financial liabilities such as short-term debt, long-term debt, service
concession obligations, and customers’ guaranty deposits and other deposits are as follows:

• The fair values are estimated using the discounted cash flow methodology using the Group’s current
incremental borrowing rates for similar borrowings with maturities consistent with those remaining for the
liability being valued.

• The discount rates used for PHP-denominated loans were from 0.91% to 4.44% in 2020 and from
3.02% to 7.42% in 2019 while the discount rates used for foreign currency-denominated loans ranged
were from 1.31% to 5.48% in 2020 and from 3.17% to 6.89% in 2019.

Fair Value Hierarchy


There were no financial assets measured at fair value as of September 30, 2020 and December 31, 2019.
During the periods ended September 30, 2020 and December 31, 2019, there were no transfers between
Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value
measurement.

18. Financial Risk Management Objectives and Policies

The Group’s principal financial instruments comprise of cash and cash equivalents, short-term investments,
concession financial receivables, short-term debt, long-term debt, and service concession obligations. The
main purpose of the Group’s financial instruments is to fund its operations and capital expenditures. The
main risks arising from the use of financial instruments are interest rate risk, foreign exchange risk, credit
risk, and liquidity risk. The Group has various other financial assets such as trade receivables and payables
which arise directly from the conduct of its operations.

The Parent Company’s BOD reviews and approves the policies for managing each of these risks. The
Group monitors risks arising from all financial instruments and regularly report financial management
activities and the results of these activities to the Parent Company’s BOD.

The Group’s risk management policies are summarized below:

Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group’s exposure to interest rate risk relates primarily to
its financial instruments with floating and/or fixed rates. Fixed rate financial instruments are subject to fair
value interest rate risk while floating rate financial instruments are subject to cash flow interest rate risk.

The Group’s policy is to manage the interest payments using a mix of fixed and variable rate debts to
minimize the Group’s exposure to changes in interest rates primarily from its short-term and long-term debt.
As of September 30, 2020 and December 31, 2019, the Group’s mix of fixed interest and floating interest
rates of short-term and long-term debt are 67.39% and 32.61% and 63.93% to 36.07%, respectively.

- 24 -
As of September 30, 2020, fixed interest rates of the Group’s foreign currency denominated long-term debt
was 1.83% and were from 4.76% to 9.00% for Peso-denominated short-term and long-term debt. As of
December 31, 2019, the fixed interest rates of the Group’s foreign currency denominated long-term debt was
1.83% and were from 4.76% to 9.00% for Peso denominated long-term debt. Floating interest rates were
based on 6-month LIBOR, EURIBOR, or BIBOR plus margin as of September 30, 2020 and
December 31, 2019.

Foreign exchange risk


The Group’s foreign exchange risk results primarily from movements of the PHP against the USD.
Substantially all revenues are generated in PHP and majority of capital expenditures are also in PHP.
Approximately 64.06% and 48.78% of short-term and long-term debt as of September 30, 2020 and
December 31, 2019, respectively, are denominated in foreign currency.

Information on the Group’s foreign currency-denominated monetary assets and liabilities and their Philippine
Peso equivalents are as follows:

September 30, 2020 December 31, 2019


Original Peso Original Peso
Currency Equivalent Currency Equivalent
(In Thousands) (In Thousands)
Assets
Cash and cash equivalents:
USD USD24,433 P
= 1,184,856 USD6,781 P
= 343,369
THB THB177,958 272,552 THB7,484 12,582
VND VND12,937,699 27,062 VND15,332,720 33,503
IDR IDR2,363,230 7,682 IDR294,844 1,074
SGD SGD13 454 SGD5 203
JPY JPY556 255 JPY556 258
Short-term investments:
USD USD313,407 15,198,672 – –
THB THB– – THB65,000 109,268
16,691,533 500,257
Liabilities
Accounts and other payables:
USD USD1,650 79,995 USD1,149 58,156
THB THB3,798 5,817 THB24,759 41,621
IDR IDR348,831 1,134 IDR288,720 1,052
VND VND399,801 836 VND41,998 92
SGD SGD– – SGD27 999
Long-term debt:
THB THB5,276,869 8,081,789 THB5,271,297 8,861,330
JPY JPY10,861,168 4,983,104 JPY21,328,674 9,873,043
EUR EUR128,213 7,296,266 EUR39,413 2,220,971
USD USD628,589 30,483,401 USD127,903 6,476,358
CAD CAD873 31,603 CAD873 33,334
Service concession obligations:
USD USD74,078 3,592,435 USD67,114 3,398,331
JPY JPY345,886 158,692 JPY454,048 210,179
54,715,072 31,175,466
Net foreign currency-
denominated liabilities (₱38,023,539) (₱30,675,209)
The spot exchange rates used were P= 48.4950 to USD1, P = 0.0021 to VND1, P
= 1.5316 to THB1, P= 0.4588 to JPY1, P
= 35.4199 to SGD1,
P
= 0.0033 to IDR1, P
= 56.9076 to EUR1, and P= 36.2004 to CAD1 in 2020; and P
= 50.6350 to US$1, P = 0.0022 to VND1, P
= 1.6811 to THB1,
P
= 0.4629 to JPY1, P
= 37.4909 to SGD1, P
= 0.0036 to IDR1, P= 56.3512 to EUR1, and P= 38.1829 to CAD1 in 2019.

Under their respective concession agreements, however, the Parent Company and Boracay Water have a
natural hedge on foreign exchange risks on their loans and concession fee payments through a recovery
mechanism in their tariffs. Thus, the Group does not expect any movement of the USD, VND, THB, JPY,
SGD, IDR, EUR, and CAD against the Philippine Peso to have a significant effect on the Group’s income
before income tax.

Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks and financial institutions,
foreign exchange transactions and other financial instruments.

Customer credit risk is managed by the Group’s established policy, procedures and control relating to
customer credit risk management. Credit risk for receivables from customers is managed primarily through
credit reviews and an analysis of receivables on a continuous basis. The Group has no significant
concentration of credit risk. Outstanding customer receivables and contract assets are regularly monitored

- 25 -
and customer payments are facilitated through various collection modes including the use of postdated
checks and auto-debit arrangements.

An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates are based on days past due for groupings of customer segments with
similar loss patterns (i.e., by geographical region, and product type). The calculation reflects the probability-
weighted outcome and reasonable and supportable information that is available at the reporting date about
past events, current conditions and forecasts of future economic conditions.

The provision matrix is based on the Group’s historical observed default rates which are calibrated to adjust
the historical credit loss experience with forward-looking information.

Generally, trade receivables are written off when deemed unrecoverable and are not subject to enforcement
activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of
financial assets. The information about the credit risk exposure of the Group’s receivables and contract
assets using a provision matrix follow:

September 30, 2020


Current Days Past Due
Standard Less than 30 Expected
Grade Days 30 to 60 Days 61 to 90 Days Over 90 Days Credit Loss Total
(In Thousands)
Receivables:
Customers:
Manila (Outside
East Zone) P
= 463,237 P
= 108,276 P
= 16,106 P
= 11,115 P
= 260,381 P
= 86,749 P
= 945,864
East Zone 1,502,441 911,128 585,474 1,336 850 660,573 3,661,802
Boracay 32,456 13,893 8,523 14,167 48,014 153,215 270,268
Clark 33,074 3,491 2,275 856 1,102 8,333 49,131
Laguna 148,613 61,724 41,631 32,847 42,638 372,600 700,053
Others 11,361 – – – – 35,620 46,981
Employees 29,346 – – – – – 29,346
Interest from banks 28,271 – – – – – 28,271
Others 167,648 – – – – 63,304 230,952
2,416,447 1,098,512 654,009 60,321 352,985 1,380,394 5,962,668
Concession financial
receivables 1,704,628 – – – – 42,255 1,746,883
Contract assets 547,626 – – – – – 547,626
P
= 4,668,701 P
= 1,098,512 P
= 654,009 P
= 60,321 P
= 352,985 P
= 1,422,649 P
= 8,257,177

December 31, 2019


Current Days Past Due
Standard Less than 30 Expected Credit
Grade Days 30 to 60 Days 61 to 90 Days Over 90 Days Loss Total
(In Thousands)
Receivables:
Customers:
Manila (Outside
East Zone) P
= 382,156 P
= 259,318 P
= 98,916 P
= 56,268 P
= 110,797 P
= 36,212 P
= 943,667
East Zone 143,065 394,327 106,278 40,697 349,119 550,276 1,583,762
Boracay 42,060 21,018 5,518 3,059 8,586 133,812 214,053
Clark 36,781 593 145 46 1,293 5,265 44,123
Laguna 104,800 39,253 19,284 10,398 16,646 341,229 531,610
Others 30,165 – – – – 12,434 42,599
Employees 28,651 – – – – 423 29,074
Interest from banks 13,703 – – – – – 13,703
Others 121,338 – – – – 62,881 184,219
902,719 714,509 230,141 110,468 486,441 1,142,532 3,586,810
Concession financial
receivables 1,054,539 – – – – 15,952 1,070,491
Contract assets 1,128,801 – – – – – 1,128,801
P
= 3,086,059 P
= 714,509 P
= 230,141 P
= 110,468 P
= 486,441 P
= 1,158,484 P
= 5,786,102

Credit risk from balances with banks and financial institutions is managed in accordance with the Group's
policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty limits are reviewed and approved by the BOD and are updated
when necessary.

Cash and cash equivalents and short-term investments are placed in various banks. Material amounts are
held by banks which belong to the top five (5) banks in the country. The rest are held by local banks that
have good reputation and low probability of insolvency. These are low credit risk investments.

- 26 -
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of
bank overdrafts, bank loans, and debentures. The Group’s policy is to maintain a level of cash that is
sufficient to fund its operating cash requirements for the next four (4) to six (6) months and any claim for
refund of customers’ guaranty deposits. Capital expenditures are funded through long-term debt, while
operating expenses and working capital requirements are sufficiently funded through internally generated
cash. Maturing debts are refinanced through a combination of long-term debt and internally generated cash.

The Group’s financial assets used for liquidity management based on their maturities are as follows:

September 30, 2020


More than 1
year up to 5 More than
Within 1 year years 5 years Total – Gross
(Amount in Thousands)
Cash and cash equivalents P
= 14,072,459 =–
P =–
P P
= 14,072,459
Short-term investments 17,416,292 – – 17,416,292
Receivables:
Customers 5,674,099 – – 5,674,099
Employees 29,346 – – 29,346
Interest from banks 28,271 – – 28,271
Others 230,952 – – 230,952
Concession financial receivable* 284,544 1,233,987 2,750,978 4,269,509
P
= 37,735,963 P
= 1,233,987 P
= 2,750,978 P
= 41,720,928
*Undiscounted cash flows

December 31, 2019


More than 1
year up to 5 More than
Within 1 year years 5 years Total – Gross
(Amounts in Thousands)
Cash and cash equivalents P
= 8,933,770 =–
P =–
P P
= 8,933,770
Short-term investments 109,268 – – 109,268
Receivables:
Customers 3,359,814 – – 3,359,814
Employees 29,074 – – 29,074
Interest from banks 13,703 – – 13,703
Others 184,219 – – 184,219
Concession financial receivable* 190,756 723,849 1,488,667 2,403,272
P
= 12,820,604 P
= 723,849 P
= 1,488,667 P
= 15,033,120
*Undiscounted cash flows

The Group’s financial liabilities based on contractual undiscounted payments:

September 30, 2020


More than 1
year up to 5 More than
Within 1 year years 5 years Total – Gross
(Amounts in Thousands)
Accounts and other payables P
= 10,003,552 =–
P =–
P P
= 10,003,552
Short-term debt* 923,888 – – 923,888
Long-term debt* 13,258,649 40,540,131 50,555,806 104,354,586
Service concession obligations* 972,519 4,080,814 10,803,415 15,856,748
Lease liabilities* 79,876 173,379 231,082 484,337
Other noncurrent liabilities – – 807,852 807,852
P
= 25,238,484 P
= 44,794,324 P
= 62,398,155 P
= 132,430,963
*Includes contractual interest cash flows

December 31, 2019


More than 1
year up to 5 More than
Within 1 year years 5 years Total – Gross
(Amounts in Thousands)
Accounts and other payables P
= 9,705,349 =–
P =–
P P
= 9,705,349
Long-term debt* 13,025,293 37,816,267 17,050,115 67,891,675
Service concession obligations* 1,249,894 3,903,711 10,051,672 15,205,277
Lease liabilities* 67,990 176,322 233,812 478,124
Other noncurrent liabilities – – 823,506 823,506
P
= 24,048,526 P
= 41,896,300 P
= 28,159,105 P
= 94,103,931
*Includes contractual interest cash flows

- 27 -
Capital management
The primary objective of the Group’s capital management strategy is to ensure that it maintains a healthy
capital structure, in order to maintain a strong credit standing while it maximizes shareholder value.

The Group closely manages its capital structure vis-à-vis a certain target gearing ratio, which is total
liabilities (less service concession obligations) divided by the sum of the total equity and total debt (less
service concession obligations). The Group’s target gearing ratio is set at 60%. This target is to be
achieved by managing the Group’s level of borrowings and dividend payments to shareholders.

September 30, December 31,


2020 2019
(Amounts in Thousands)
Total liabilities P
= 102,595,751 P
= 78,610,432
Less: Total service concession obligations 9,309,125 9,153,822
93,286,626 69,456,610
Total equity 58,941,098 55,991,208
Total P
= 152,227,724 P
= 125,447,818
Gearing ratio 61% 55%

For purposes of computing its net liabilities, the Group includes the outstanding balance of its short-term
debt, long-term debt (including current portion), accounts and other payables, less service concession
obligations, cash and cash equivalents, and short-term investments. To compute its total capital, the Group
uses the total equity.

September 30, December 31,


2020 2019
(Amounts in Thousands)
Total liabilities P
= 102,595,751 P
= 78,610,432
Less:
Total service concession obligations 9,309,125 9,153,822
Cash and cash equivalents 14,072,459 8,933,770
Short-term investments 17,416,292 109,268
40,797,876 18,196,860
Net liabilities 61,797,875 60,413,572
Total equity 58,941,098 55,991,208
Total net liabilities and equity P
= 120,738,973 P
= 116,404,780
Total net liabilities and equity ratio 51% 52%

19. Provisions and Contingencies

As of September 30, 2020 and December 31, 2019, the provisions for estimated probable losses pertains to
various legal proceedings and exposures arising in the ordinary course of business. Management believes
that any amount the Group may have to pay in connection with any of these matters will not have a material
adverse effect on the Group’s financial position or operating results. The information normally required
under PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed as it may prejudice
the outcome of the proceedings disclosed in Notes 3 and 4.

20. Events After the Reporting Period

a. Parent Company Deferral of Rate Adjustment


On November 3, 2020, the Parent Company decided to defer the implementation of the scheduled
P
= 2.00 rate adjustment for 2021 in the spirit of bayanihan and to help alleviate the difficulties its
customers are experiencing due to the COVID-19 pandemic compounded by effects of natural
calamities. The adjustment for consumer price index (CPI) or inflation next year is likewise deferred.

- 28 -
MANAGEMENT’S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

The following management’s discussion and analysis (MD&A) of Manila Water Company, Inc. and subsidiaries’
(Group) financial condition and results of operations should be read in conjunction with the Group’s unaudited
financial statements, including related notes. This report may contain forward-looking statements that involve
risks and uncertainties. The actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including but not limited to, economic, regulatory, socio-political,
financial and other risk factors.

Any references in this MD&A to “our”, “us”, “we”, “MWCI” or the “Group” shall refer to Manila Water Company,
Inc., including its subsidiaries. Any reference to “Manila Water Company”, “Manila Water”, “MWC” or the
“Company” shall refer to the Parent Company only.

Additional information about the Group, including recent disclosures of material events and annual/ quarterly
reports, are available at our corporate website at www.manilawater.com.

OVERVIEW OF THE BUSINESS

Manila Water Company holds the right to provide water and used water services to the eastern side of Metro
Manila (Manila Concession or East Zone) under a Concession Agreement (CA) entered into between the
Company and the Metropolitan Waterworks and Sewerage System (MWSS) in August 1997. The original term of
the concession was for a period of 25 years to expire in 2022. The Company’s concession was extended by
another 15 years by MWSS and the Philippine Government in 2009, thereby extending the term from May 2022
to May 2037.

The Company provides water treatment, water distribution, sewerage and sanitation services to more than seven
million people in the East Zone, comprising a broad range of residential, semi-business, commercial and
industrial customers. The East Zone encompasses 23 cities and municipalities spanning a 1,400-square
kilometer area that includes Makati, Mandaluyong, Pasig, Pateros, San Juan, Taguig, Marikina, most parts of
Quezon City, portions of Manila, as well as the following towns of Rizal: Angono, Antipolo, Baras, Binangonan,
Cainta, Cardona, Jala-Jala, Morong, Pililia, Rodriguez, San Mateo, Tanay, Taytay, and Teresa.

Under the terms of the CA, the Company has the right to the use of land and operational fixed assets, and the
right, as agent and concessionaire of MWSS, to extract and treat raw water, distribute and sell water, and collect,
transport, treat and dispose used water, including reusable industrial effluent discharged by the sewerage system
in the East Zone. The Company is entitled to recover over the concession period its operating, capital
maintenance and investment expenditures, business taxes, and concession fee payments, and to earn a rate of
return on these expenditures for the remaining term of the concession.

Aside from the Manila Concession, the Group has a holding company for all its domestic operating subsidiaries in
Manila Water Philippine Ventures, Inc. (MWPV). Currently under MWPV are (1) bulk water supply businesses
Metro Ilagan Water Company, Inc. (Ilagan Water), Manila Water Consortium, Inc. (MW Consortium), a subsidiary
of MW Consortium – Cebu Manila Water Development, Inc. (Cebu Water), Davao del Norte Water Infrastructure
Company, Inc. (Davao Water), a subsidiary of Davao Water – Tagum Water Company, Inc. (Tagum Water); (2)
Water distribution and used water services businesses namely, Boracay Island Water Company (Boracay Water),
Clark Water Corporation (Clark Water), Laguna AAAWater Corporation (Laguna Water), Filipinas Water
Consortium Holdings Corp. (Filipinas Water), subsidiaries of Filipinas Water – Obando Water Company, Inc.
(Obando Water), MWPV South Luzon Water Corp. (South Luzon Water) and Bulakan Water Company, Inc.
(Bulakan Water), Calbayog Water Company, Inc. (Calbayog Water), North Luzon Water Company, Inc. (North
Luzon Water) and Leyte Water Company, Inc. (Leyte Water). Another subsidiary of Manila Water is Calasiao
Water Company, Inc. (Calasiao Water), a water supply project for the Calasiao Water District; and (3) Business-
to-business water and used water service businesses are comprised of Aqua Centro MWPV Corp. (Aqua
Centro), Bulacan MWPV Development Corporation (BMDC), Manila Water Technical Ventures, Inc. (MWTV),
EcoWater MWPV Corp. (EcoWater); and Estate Water, a division under MWPV that operates and manages the
water systems of townships developed by Ayala Land, Inc.

The holding company for Manila Water’s international ventures is Manila Water Asia Pacific Pte. Ltd. (MWAP).
Under MWAP are two affiliated companies in Vietnam, namely Thu Duc Water B.O.O. Corporation (Thu Duc
Water) and Kenh Dong Water Supply Joint Stock Company (Kenh Dong Water), both supplying treated water to
Saigon Water Corporation (SAWACO) under a take-or-pay arrangement. Also, under MWAP are Saigon Water
Infrastructure Corporation (Saigon Water), a holding company listed in the Ho Chi Minh City Stock Exchange,
and Cu Chi Water Supply Sewerage Company, Ltd. (Cu Chi Water). Apart from its operations in Vietnam,
MWAP has associates in Thailand and Indonesia through Eastern Water Resources Development and
Management Public Company Limited (East Water), a fully integrated water supply and distribution company
listed in the Stock Exchange of Thailand (SET), and PT Sarana Tirta Ungaran (PT STU), an industrial water
supply operation in Indonesia, respectively.

- 29 -
Lastly, Manila Water Total Solutions Corp. (MWTS), a wholly-owned subsidiary, handles after-the-meter products
and services including pipe-laying, integrated wastewater services, the incubation of new sector businesses and
the sale of Healthy Family Purified Water in five-gallon, 500-ml and 350-ml bottles in selected areas in Metro
Manila.

CONSOLIDATED FINANCIAL PERFORMANCE

Group net income for the period ending September 30, 2020 declined by 24% from the same period last year to
= 3,196 million1 from P
P = 4,186 million. Excluding the one-offs, core income stood at P
= 4,204 million, 26% lower than
the same period last year. This was driven by lower contribution from domestic subsidiaries due to impact of
COVID-19 pandemic, as well as one-off recognition of additional estimates for probable losses across the Group.

The Group’s key financial performance indicators are discussed below:

For the periods ended September 30


(in million Pesos)
Increase/
2020 20192 %
(Decrease)
Total operating revenues 16,072 15,996 76 0%
Total cost and expenses (excluding
5,773 7,047 (1,274) -18%
depreciation and amortization)
Other income (loss) - net (937) 609 (1,545) -254%
Equity share in net income of associates 93 552 (460) -83%
Other Income (Expense) (1,029) 56 (1,086) -1931%
EBITDA 9,362 9,558 (195) -2%
Depreciation and amortization 2,554 2,138 416 19%
Income before interest income/expenses 6,808 7,420 (612) -8%
Interest income (expense) - net (1,447) (1,243) (205) 16%
Income before income tax 5,361 6,177 (816) -13%
Provision for income tax 1,983 1,833 150 8%
Net income 3,378 4,344 (967) -22%
Operation of the segment under PFRS 5 - after tax 1 (86) (50) (36) 72%
Non-controlling interest 95 108 (12) -11%
Net income attributable to MWC 3,196 4,186 (990) -24%

Consolidated operating revenues was relatively flat at P


= 16,072 million in the first nine months of 2020 from
P
= 15,996 million the previous year. Higher water revenue contribution from the East Zone Concession and
Laguna Water was offset by lower revenues from other domestic subsidiaries and lower other operating income
which decreased by 43% as a result of lower supervision fees from Estate Water. The Group derived 80% of its
operating revenues from the sale of water, while 16% came from environmental and sewer charges. Other
revenues, which accounted for the balance, are comprised of supervision fees, after-the-meter services,
connection fees and septic sludge disposal, among others.

1
For both September 30, 2020 and 2019 periods, the Group has presented as a single amount in its consolidated statements
of income representing the post-tax net loss of its discontinued operations in Zamboanga Water and the Healthy Family
business division of MWTS. Similarly, the Group presented the assets and liabilities of Zamboanga Water and Healthy Family
in its consolidated statements of financial position as “assets or liabilities under PFRS 5.” PFRS 5 defines a discontinued
operation as a component of an entity that has been disposed of or is classified as held for sale. The termination of
Zamboanga Water’s NRWRSA and the closure of the Healthy Family business division falls under this definition.
2
There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting date up to the date of
authorization for issuance of the unaudited interim condensed financial statements. For the period ended September 30, 2019,
the Group recognized, as an adjusting event after the reporting period, a pro-rata portion of its additional provisions for various
exposures for the year ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Company’s bond issuance. There were no changes in the total amount of provisions recognized for the year ended
December 31, 2019.

- 30 -
For the periods ended September 30
(in million Pesos)
Increase/
2020 2019 %
(Decrease)
Salaries, wages and employee benefits 1,654 1,697 (43) -3%
Direct costs 2,684 2,814 (130) -5%
Overhead 864 1,865 (1,001) -54%
Premises 261 269 (8) -3%
Other expenses 310 401 (92) -23%
Total cost and expenses
5,773 7,047 (1,274) -18%
(excluding depreciation and amortization)

Consolidated costs and expenses (excluding depreciation and amortization) decreased by 18% to P = 5,773 million
in the first nine months of 2020 from P = 7,047 million2 as all expense accounts posted decline versus the same
period last year. Notable is the 54% decline in overhead costs which was largely due to the one-off expenses in
2019 such as the P = 534 million in relation to the penalty imposed by MWSS and additional expenses which arose
in the ordinary course of business. Meanwhile, direct costs declined 5% to P = 2,684 million, driven by lower septic
sludge disposal and repairs and maintenance due to postponement of activities during the Enhanced Community
Quarantine (ECQ). This decline was offset by the higher power, light and water due to higher supply coming
from the Cardona Water Treatment Plant and deep wells which operate at a higher production cost, as well as
higher direct cost in some domestic subsidiaries. New business development costs stood at P = 27 million, 73%
lower than the same period last year, consistent with the Company’s strategy of a more focused approached to
expansion efforts.

Equity Share in Net Income of Associates decreased 83% during the period to P = 93 million, mainly driven by lower
contribution from Saigon Water and East Water, with the latter’s lower contribution due to the finalization of the
Purchase Price Allocation (PPA). Said decrease was slightly offset by the higher contributions from Thu Duc
Water and Kenh Dong Water which increased by 17% and 32% respectively. Meanwhile, Other Expenses
totaled P
= 1,029 million for the period, driven by net foreign exchange losses, as well as the provisions for probable
losses for Cu Chi Water and Zamboanga Water.

Consequently, consolidated earnings before interest, income taxes, depreciation and amortization (EBITDA)
declined by 2% to end at P
= 9,362 million in the first nine months of 2020, with an EBITDA margin of 58%.
Depreciation and amortization rose by 19% to P = 2,554 million mainly attributable to the completed capital
expenditures last year and the higher billed volume and wastewater flows this period.

Net interest expense was higher by 16% to P = 1,447 million from the same period last year, driven by the increase
in loans, including the sustainable bonds, of the East Zone Concession and other subsidiaries.

BUSINESS UNITS’ FINANCIAL AND OPERATING PERFORMANCE

Parent Company – East Zone

Net income of the Parent Company stood at P = 3,369 million for the period ended September 2020, a 9% year-on-
= 3,710 million2 driven primarily by the impact of the recognized impairment loss in the
year decline from P
Company’s investment in MWTS amounting to P = 563 million3. Excluding one-offs, core income of the Parent
Company was at P = 4,008 million, 23% lower than the same period in 2019 due to the higher water supply coming
from the Cardona Water Treatment Plant and deep wells, which are relatively more expensive in terms of water
production.

2
There were no adjusting or non-adjusting events after the September 30, 2020 interim period reporting date up to the date of
authorization for issuance of the unaudited interim condensed financial statements. For the period ended September 30, 2019,
the Group recognized, as an adjusting event after the reporting period, a pro-rata portion of its additional provisions for various
exposures for the year ended December 31, 2019, following the external review of the 2020 and 2019 first quarter balances for
the Company’s bond issuance. There were no changes in the total amount of provisions recognized for the year ended
December 31, 2019.

3
Impairment loss recognized at the Parent-level is eliminated at the consolidated level

- 31 -
For the periods ended September 30
Increase/
2020 20192 %
(Decrease)
Operating Highlights
Billed volume (in million cubic meters) 384 370 13.8 4%
Number of billed connections 1,015,259 996,175 19,084 2%
Collection Efficiency 84.15% 99.53% (15.4 ppts.)
Non-revenue water (end-of-period) 14.6% 11.5% (3.1 ppts.)
Financial Highlights (in million Pesos)
Revenues 13,025 12,654 370 3%
Cost and expenses 3,714 4,817 (1,102) -23%
Other Income (Expense) (1,160) 17 (1,177) -6894%
EBITDA 8,151 7,855 296 4%
Amortization & Depreciation 2,058 1,755 303 17%
Interest Expense - net (923) (827) (95) 12%
Provision for Income Tax 1,801 1,562 239 15%
Net income 3,369 3,710 (341) -9%

The favorable raw water levels and the Company’s consistent service performance helped bolster a 4%
improvement in billed volume, which resulted to a 3% increase in revenue for the period. Excluding the effect of
the voluntary bill waiver program in 2019 amounting to P
= 353 million, revenues would have been flat versus last
year.

These increases notwithstanding, the COVID-19 pandemic had a significant impact on customer mix and
collection levels. Specifically, billed volume mix shifted 5 percentage points in favor of the residential segment,
as businesses ceased operations and more people were confined to their homes during the imposed community
quarantines. As a result, revenue mix moved 8 percentage points towards the residential segment, which in turn
caused average tariff to decrease 3% from the same period last year. Lastly, community quarantine restrictions
posed challenges for customers to pay their bills. In compliance with the mandate of MWSS and in line with the
Bayanihan Law, the Company suspended disconnection activities and provided installment payment schemes to
customers as necessary. While these factors caused collection efficiency to drop to 84% from over 99% the
same period last year, significant recovery in collection levels has been realized as quarantine restrictions were
eased.

Meanwhile, cost and expenses decreased by 23% to P = 3,714 million, despite the increase in direct costs.
Particularly, the increase in direct cost was due to the higher amount of water supply being sourced from the
Cardona Water Treatment Plant and deep wells, which are relatively more expensive in terms of water production
per cubic meter.

On the other hand, the overall decrease in cost and expenses was driven largely by the recorded P = 534 million
penalty imposed by MWSS in relation to the water supply shortage last year. Even as Manila Water abides by
the MWSS decision to impose the penalty, Manila Water assumes no liability on the penalty’s basis as the
Company was not the root cause of the water supply shortage. Furthermore, said decrease was due to
additional expenses recognized last year in line with various exposures pertaining to operations and legal
proceedings that arise in the ordinary course of business. An additional expense of P= 470 million was recognized
during the period last year for the Company’s various exposures.

During the 2nd half of 2019, the Supreme Court ordered each of the MWSS concessionaires, jointly and severally
with MWSS, to pay more than P = 921 million in fines for non-compliance with the Clean Water Act. The Company
affirmed that it will exercise all its legal options in relation to this case, including the filing of a Motion for
Reconsideration which it timely submitted to the Supreme Court on October 2, 2019.

With these, EBITDA improved by 4% to P


= 8,151 million from P
= 7,855 million in the same period last year. EBITDA
margin stood at 63%.

Manila Water Philippines Ventures (MWPV)

The following discussion covers the consolidated results of Manila Water Philippines Ventures, driven mainly by
its core domestic operating subsidiaries in Boracay Water, Clark Water, Laguna Water, and Estate Water (a
division of Manila Water Philippine Ventures).

- 32 -
For the periods ended September 30
Increase/
2020 2019 %
(Decrease)
Operating Highlights
Billed volume (in million cubic meters) 79 71 8 11%
Financial Highlights (in million Pesos)
Revenues 3,202 3,435 (233) -7%
Cost and expenses 2,089 2,102 (13) -1%
EBITDA 965 1,333 (367) -28%
Net income attributable to MWC (280) 302 (582) -193%

MWPV ended the first nine months of 2020 with a net loss of P = 280 million, 193% lower than the same period last
year due to the combined effects of the following: (1) lower net income contribution from Estate Water attributable
to the decrease in supervision fees, with said decrease due to the change in accounting treatment and the
slowdown in projects; (2) the decrease in net income of Boracay Water mainly due to an 80% decline in tourist
arrivals brought about by the COVID-19 pandemic; (3) higher operating expenses and financing costs of MWPV’s
standalone operations; (4) higher depreciation and amortization expenses due to additional capital expenditures;
and (5) additional estimates for the Group’s various exposures during the period.

On a consolidated MWPV level, revenues declined by 7% to P = 3,202 million. Specifically, the 7% growth in water
and wastewater revenues was offset by the 71% decline in Estate Water’s supervision fees. The year-on-year
growth in water and wastewater revenues was attributable to the 11% increase in billed volume, mostly coming
from the addition of new operating subsidiaries, as well as higher effective tariff of Laguna Water with its upward
tariff adjustment implemented at the start of this year.

Cost and expenses are lower by 1% year-on-year to P = 2,089 million. This was attributable to the combined
effects of the following: (1) decrease in desludging and water tankering costs of Estate Water; (2) higher
personnel cost due to headcount increases in line with business expansion and localization of seconded talents;
(3) additional provision for probable exposures; and (4) higher provision for expected credit losses due to the
impact of the community quarantine imposed across the country which began in mid-March 2020.

In line with the MWPV Group’s governance and management practices, additional expenses for estimated
probable losses pertaining to operations are reviewed periodically and are adjusted to reflect the current state of
the business. An additional expense of P= 189 million was recognized during the first quarter in relation to the
MWPV Group’s various exposures.

The movements in the MWPV Group’s revenues and costs resulted in a 28% reduction in EBITDA to P = 965
million from P
= 1,333 million during the same period last year. EBITDA margin was at 30%, lower by 9 percentage
points from last year’s 39%.

Net interest expense stood at P= 389 million, higher by 54% versus the same period last year, driven by additional
loan drawdowns of the subsidiaries. Depreciation and amortization expense grew by 37% to P = 524 million, due to
significant capital expenditures made by the Group in prior years which have already been depreciated.

With the implementation of community quarantine restrictions since March, average collection efficiency of the
MWPV group was at 86%, 5 percentage points lower than the same period last year.

Below is a summary of the results of MWPV’s core subsidiaries:

For the periods ended September 30


Increase/
2020 2019 %
(Decrease)
Clark Water
Billed volume (in million cubic meters) 10.1 10.8 (0.7) -7%
Net income (in million Pesos) 10 40 (29) -74%
Laguna Water
Billed volume (in million cubic meters) 34.1 33.1 1.0 3%
Net income (in million Pesos) 373 290 83 29%
Boracay Water
Billed volume (in million cubic meters) 2.7 3.6 (0.9) -25%
Net income (in million Pesos) (41) 73 (114) -157%
Estate Water (Division of MWPV)
Supervision Fees 169 577 (407) -71%
Billed volume (in million cubic meters) 7.8 7.7 0.1 1%
Net income (in million Pesos) (84) 246 (329) -134%

- 33 -
Manila Water Asia Pacific (MWAP)

The following discussion covers the consolidated results of Manila Water Asia Pacific (MWAP), which is
comprised of the performance contributions of the associates in Vietnam, Thailand and Indonesia.

For the periods ended September 30


Increase/
2020 2019 (Decrease) %
Operating Highlights
Billed volume (in million cubic meters)* 470 487 (17) -3%
Financial Highlights (in million Pesos)
Equity Share in Net Income of Associates 93 552 (460) -83%
Cost and expenses 58 86 (28) -32%
EBITDA (298) 458 (756) -165%
Net income attributable to MWC (422) 283 (705) -249%

On a consolidated level, MWAP recorded a net loss of ₱422 million mainly due to the recognition of additional
expenses in relation to MWAP’s investment in Cu Chi in Vietnam, as well as the effect of the purchase price
allocation in East Water. Excluding one-offs, core income of MWAP was at P= 165 million, 3% higher than last
year.

In line with the MWAP Group’s governance and management practices, additional expenses for estimated
probable losses pertaining to operations are reviewed periodically. Following such review, estimates are
adjusted to reflect the current state of the business. An additional expense of ₱332 million was recognized
during the period ended September 30, 2020 in relation to the Group’s exposures.

Equity share in net income of associates also decreased by 83% to ₱93 million mainly due to the finalization of
the Purchase Price Allocation (PPA) of the investment in East Water in Thailand. Goodwill for the acquisition
was reduced by THB1,496 million, which was reallocated to fair value of the underlying assets of East Water. As
a result of the increase of the fair value of net assets, additional amortization of ₱372 million was recognized as
of September 2020.

On the other hand, cost and expenses decreased by 32% to ₱58 million, primarily because of lower overhead
and travel expenses due to travel restrictions brought about by the COVID-19 pandemic.

Below is a summary of the results of MWAP’s associates:

For the periods ended September 30


Increase/
Equity Share in Net Income of Associates - PFRS 2020 2019 %
(Decrease)
East Water at 18.72% contribution, before adjustment 186 267 (81) -30%
Impact of Fair Value Amportization (372) - (372) -
East Water at 18.72% contribution, adjusted (187) 267 (453) -170%
Thu Duc Water at 49.00% contribution 204 174 30 17%
Kenh Dong Water at 47.35% contribution 125 94 31 32%
Saigon Water at 37.99% contribution (48) 16 (65) -395%
PT STU at 20% contribution (0.6) 1.3 (2) -151%
TOTAL 93 552 (460) -83%

Manila Water Total Solutions

The following discussion includes the consolidated results of Manila Water Total Solutions (MWTS), as well as
the individual performance of its pipe-laying services, integrated used water services, as well as the sale of
packaged water under the Healthy Family Purified Water brand.

- 34 -
For the periods ended September 30
Increase/
2020 2019 %
(Decrease)
NI Contribution per Segment (in million Pesos)
Pipelaying (4) 27 (30) -114%
Environmental Services (11) (45) 34 75%
Head Office Costs (10) (16) 6 37%
MWTS Net Income (Loss) from Continuing Operations (25) (34) 10 28%
Healthy Family (41) (57) 16 28%
MWTS Net Income (Net Loss) (66) (92) 26 28%

For Healthy Family, bottle sales declined by 46% to 2.3 million bottles from 4.3 million bottles in the same period
last year. While the losses from operations were partially offset by the gain on the revaluation of assets, Healthy
Family ended the period with a net loss of over P= 41 million. Meanwhile, for the Environmental Services segment,
the slowdown in projects caused a significant drag on profitability, by way of a net loss of over P
= 11 million for the
period. This is likewise the case for the Pipelaying segment, wherein delays in the implementation of its
remaining projects have drove down performance to a net loss of about P = 4 million.

On the other hand, the continued streamlining efforts yielded lower costs and expenses for head office
operations, amounting to about P= 10 million in the first nine months of 2020 from P
= 16 million in the same period
last year. This improvement in costs and expenses was, however, unable to offset the decline in revenues and
the continued operating losses of the company. In all, MWTS ended the first nine months of 2020 with a net loss
level of over P
= 66 million.

CONSOLIDATED BALANCE SHEET

Total assets as of September 2020 stood at P


= 162 billion, an increase of about P
= 27 billion against December
2019 driven by the increase in cash and short-term investments and service concession assets. The Group
balance sheet remains compliant with loan covenants, with key ratios maintained well within set tolerances.

As of September 30
(in million Pesos)
As of As of Increase/
%
Sept 30, 2020 Dec 31, 2019 (Decrease)
Assets 161,537 134,602 26,935 20%
Cash + Short Term Investments 31,489 9,042 22,446 248%
Service Concession Assets 98,586 93,519 5,067 5%
Other Assets 31,462 32,041 (579) -2%
Liabilities 102,596 78,611 23,985 31%
Equity 58,941 55,991 2,950 5%

Ratios
Net Bank Debt to Equity 0.84x 0.86x
DSCR 1.73x 1.48x
ROE 8% 10%

Total bank debt (including bonds) for the period increased to P= 78,809 million from P= 56,356 million in December
2019, although net bank only increased by P = 930 million (P
= 48,216 million from P= 47,286 million). Net bank debt to
equity was at 0.84x while Debt Service Coverage Ratio (DSCR) stood at 1.73x. Average Cost of Debt for the
Group was at 4.53%, more than 10 basis points lower than the same period last year, while Return-on-Equity
was at 8%.

In view of the prevailing circumstances, Manila Water did not declare cash dividends at this time. With the
ongoing discussions with government on the Concession Agreement, as well as the need to continuously focus
on service continuity and operations resiliency amid the prevailing challenges posed by the COVID-19 pandemic,
resources are being prioritized towards ensuring reliable service to customers.

CONSOLIDATED CAPITAL EXPENDITURES

The Group ended the first nine months of 2020 with total capital expenditures of P = 7,228 million, with P
= 5,742
million or 79% of said amount accounted for by the East Zone Concession. Majority of the East Zone
Concession’s capital expenditures were spent on wastewater expansion, network reliability and water supply
projects in line with attaining service obligations outlined in its government-approved Rate Rebasing service
improvement plan. The balance was accounted for by concession fees paid to MWSS.

- 35 -
Meanwhile, total capital expenditures of the domestic subsidiaries amounted to P = 1,486 million. Of the total
amount, P
= 293 million was undertaken by Laguna Water for its water network expansion, while Boracay Water
disbursed P
= 190 million. Estate Water spent P= 599 million for its greenfield and brownfield projects, while the
balance was taken on by the remaining subsidiaries for its various projects.

RECENT MATERIAL EVENTS

Subscription by Prime Metroline Holdings, Inc./Trident Water

As previously reported, the Company signed a Subscription Agreement with Trident Water for the acquisition of
820 million common shares, which represents 25% stake in Manila Water, at P
= 13 per share or estimated total
proceeds of P= 10.7 billion in equity.

The signing of the Subscription Agreement, as well as the approvals secured from shareholders at the recent
Annual Stockholders’ Meeting for the increase in capital stock and carved out shares, are components of a series
of events. There are still other conditions precedent and approvals which are being worked on by both parties
and remain in progress. Notably, the parties have submitted necessary information and documentary
requirements to the Securities and Exchange Commission (SEC) and the Philippine Competition Commission
(PCC).

On July 02, 2020, the Company received formal notice from the SEC approving several key amendments to the
Company’s Amended Articles of Incorporation. Particularly, these amendments are (1) to increase the Carved-
Out Shares from 300 Million unissued common shares to 900 Million unissued common shares allocated for
issuance in one or more transactions or offerings for cash, properties, or assets to carry out the Company’s
corporate purposes as approved by the Board of Directors; and (2) to allow the issuance of the Carved-Out
Shares “for cash, properties, or assets to carry out” the corporate purposes of the Company as approved by the
Board of Directors. Carved-Out Shares are common shares which are waived of shareholders’ pre-emptive rights
and are earmarked for specific corporate purposes.

On August 25, 2020, the Company received a copy of the resolution from PCC, indicating that said Commission
will take no further action with respect to the transaction. Specifically, it was deemed that the proposed
acquisition of shares in Manila Water will not likely result in substantial lessening of competition.

Zamboanga Water Contract Termination

On April 3, 2020, the management of Zamboanga Water, a wholly owned subsidiary of MWPV, received a letter,
dated April 1, 2020, from the Zamboanga City Water District (ZCWD), informing the former of the termination of
the Non-Revenue Water Reduction Service Agreement (NRWRSA) between Zamboanga Water and ZCWD. In
the letter, ZCWD indicated that the erratic supply of water due to the recurrent dry spell and El Niño phenomenon
affecting the District Metered Areas (DMAs) established by Zamboanga Water has rendered the NRWRSA
impractical and unworkable, and thus, in the interest of fiscal responsibility and sound management of
government funds, ZCWD requested the termination of the NRWRSA.

On April 30, 2020, the Board of Directors of Zamboanga Water approved the acceptance of ZCWD’s request to
terminate the NRWSA. Said approval is without prejudice the claims and remedies due Zamboanga Water under
the terms and conditions of the contract, which the Company continues to uphold.

Issuance of ASEAN Sustainability Bonds

On July 22, 2020, Manila Water announced its plan to issue an offering of USD-denominated senior unsecured
notes, which qualify as ASEAN sustainability bonds. Proceeds from the issuance of the bond are intended to
refinance debt and finance programmed capital expenditures for 2020-2021, pursuant to the Sustainability
Financing Framework (SFF) which the Company recently established; proceeds are targeted towards financing
projects related to (1) Sustainable water and wastewater management, (2) Terrestrial and aquatic biodiversity
conservation, and (3) Affordable basic infrastructure categories. The Company’s SFF is aligned with the Green
Bond Principles 2018 and Social Bond Principles 2018 and likewise complies with the ASEAN Sustainability
Bond Standards and SEC MC No. 8, s 2019.

On July 23, 2020, the Company successfully issued the USD500 million ASEAN sustainability bonds, debuting in
the international debt capital markets. The Company is the first Philippine Corporate to issue an ASEAN
sustainability bond. Equally important, this issuance is the single largest green, social or sustainability bond
issued by a listed private water utility in Asia. The 10-year bond was priced at 99.002 with a coupon rate of
4.375% p.a.

The successful bond issuance enables the Company to diversify its fund sources, to refinance maturing
obligations, as well as fund its committed water and wastewater infrastructure projects in the East Zone
Concession.

- 36 -
Closure of Healthy Family Business Division

On August 26, 2020, the Company announced that Manila Water Total Solutions Corp., a wholly owned
subsidiary of Manila Water, will be closing its Healthy Family Business Division effective October 31, 2020 due to
said division’s recurring losses and inability to financially sustain business operations. The dynamic
competitiveness in the bottled water industry and recent economic challenges, despite notable efforts of
management to improve operating efficiency and profitability, proved too difficult for the business to cope and
keep operations viable.

MWTS will continue to exist and operate based on its primary purpose of engaging in water, wastewater and
environmental services.

CONTINGENCY MEASURES AMID THE COVID-19 PANDEMIC

In view of the COVID-19 pandemic impact on the communities which Manila Water serves, numerous
contingency measures have been undertaken to ensure business continuity and to safeguard the health and
safety of employees and customers.

With the onset of the Enhanced Community Quarantine (ECQ), the Group has put in place business contingency
measures to ensure that critical facilities and business centers remain operational to provide reliable service to
our customers. Particularly, in view of health and safety concerns, the Group suspended meter reading activities
in its various service areas for the duration of the ECQ. When community quarantine restrictions were eased, the
Group immediately focused on customer concerns regarding billing and payment. For customer billing concerns,
the Group worked closely with its respective regulators and other government agencies to validate and provide
clarifications to billing queries. Furthermore, customers were provided concessions on bill payments by way of
extended payment periods and installment plans where applicable. For payment concerns, the Group pushed for
the adoption of various electronic/online platforms to promote added convenience and safety for customers in
their settlement of bills.

For employees, to ensure their welfare and safety amid the COVID-19 pandemic and Enhanced Community
Quarantine, only essential technical and business operations employees are deployed at the facilities while the
rest remain on call on a split operations/work-from-home deployment protocol. Re-entering employees were
initially required to undergo rapid testing, and upon entry to Company premises are provided the necessary
protection (protective gear; disinfection of facilities) and support to ensure their safety.

- 37 -
ANALYSIS OF MATERIAL CHANGES (+/- 5% OR MORE) IN THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

Income Statement Items – For the period ended September 30, 2020 (Unaudited) vs. September 30, 2019
(Unaudited)
(Amounts in Thousands)

Revenue
For the Nine Months Ended September 30
2019 Increase
2020 (As Restated) (Decrease) %
Water and sewer revenues P
= 15,426,631 P
= 14,864,860 P= 561,771 4%
Other operating income 644,998 1,131,004 (486,006) (43%)
P
= 16,071,629 P
= 15,995,864 P
= 75,765 0%

Other operating income – 43% decrease


Decrease of P = 486.01 million was primarily attributable to the decline in supervision fees as a result of the change
in its accounting treatment starting January 1, 2020, and partly from the stoppage of projects during the
enhanced community quarantine.

Costs of Services
For the Nine Months Ended September 30
2019 Increase
2020 (As Restated) (Decrease) %
Depreciation and amortization P
= 2,250,867 P
= 1,876,995 P= 373,872 20%
Power, light and water 1,058,183 1,043,043 15,140 1%
Salaries, wages and employee benefits 852,689 876,032 (23,343) (3%)
Water treatment chemicals 358,927 162,863 196,064 120%
Repairs and maintenance 408,230 460,436 (52,206) (11%)
Contractual services 274,907 531,989 (257,082) (48%)
Management, technical and professional fees 148,273 159,112 (10,839) (7%)
Regulatory costs 182,975 249,979 (67,004) (27%)
Bulk water 124,443 82,006 42,437 52%
Wastewater costs 75,006 164,189 (89,183) (54%)
Collection fees 62,645 86,747 (24,102) (28%)
Amortization of water service connections 72,566 70,737 1,829 3%
Water tankering 34,230 37,121 (2,891) (8%)
Rental 12,678 13,054 ( 376) (3%)
Other expenses 83,026 158,597 (75,571) (48%)
P
= 5,999,645 P
= 5,972,900 P
= 26,745 0%

Depreciation and amortization – 20% increase


Increase of P
= 373.87 million was on account higher amortization and depreciation of water and used water assets
of the Parent Company due to the start of operations of Cardona Water Treatment Plant, as well as newly
completed projects of the domestic subsidiaries.

Water treatment chemicals – 120% increase


Increase of P
= 196.06 million was mainly due to increased usage of water treatment chemicals of the Parent
Company from higher production. Further, the costs of operating the Cardona Treatment Plant and energization
of deep wells were more expensive compared to treating the water from Angat dam.

Repairs and maintenance – 11% decrease


Decrease of P
= 52.21 million was due to reduced leak repair and water degritting activities during the community
quarantine.

Contractual services – 48% decrease


Decrease of P = 257.08 million driven by augmentation of tankering services brought by the water supply last year,
decline in collection fees due to extension of payment terms, and slowdown of construction activities of MWTV
and MWTS during the community quarantine.

Management, technical and professional fees – 7% decrease


Decrease of P
= 10.84 million was mainly due to lower legal fees, and consultancy fees from new business
development costs in line with the Group’s strategy of a more focused approach on expansion efforts.

Regulatory costs – 27% decrease


Decrease of P
= 67.04 million was due to lower regulatory costs of the Obando Water and Boracay Water.

- 38 -
Bulk water – 52% increase
Increase of P
= 42.44 million was due to higher billed volume of the Estate Water-managed facilities in the National
Capital Region.

Wastewater costs – 54% decrease


Decrease of P
= 89.18 million was mostly due to decreased septic sludge activities of Parent Company due to
community quarantine, and due to Estate Water’s, a division under MWPVI, increased operations of its
Westgrove sewerage treatment plant last year.

Collection fees – 28% decrease


Decrease of P= 24.10 million was driven down by reduced collection activities due to the extension of payment due
dates during the community quarantine for the Group’s customers.

Water tankering – 8% decrease


Decrease of P= 2.98 million was due to temporary suspension of Estate Water’s tankering services in its Cebu
project due to community quarantine.

Operating expenses – 28% decrease


Decrease of P = 884.07million was mainly due to the MWSS RO-imposed penalty amounting to P = 534.05 million in
relation to the water supply shortage in the East Zone, as well as additional provisions for various exposures
recognized in 2019.

Other Income (Expenses)


For the Nine Months Ended September 30
2019 Increase
2020 (As Restated) (Decrease) %
Revenue from rehabilitation works P
= 6,355,479 P
= 6,702,618 (347,139) (5%)
Cost of rehabilitation works (6,355,479) (6,702,618) 347,139 (5%)
Foreign currency differentials (685,385) 68,329 (753,714) (1103%)
Foreign exchange gains (losses) - net 327,523 (69,787) 397,310 (569%)
Equity share in net income of associates 92,578 552,361 (459,783) (83%)
Interest income 354,947 367,929 (12,982) (4%)
Interest expense (1,802,183) (1,610,445) (191,738) 12%
Gains on disposal of property and equipment - net 16,880 6,581 10,299 156%
Other income (losses) – net (687,780) 51,085 (738,865) (1446%)
(P
= 2,383,420) (P
= 633,947) (P
= 1,749,473) 276%

Revenue from rehabilitation works and cost of rehabilitation works – 5% decrease


Decrease of P
= 347.14 million was mainly due to slowdown of capital expenditures of the Group during the
enhanced community quarantine.

Foreign currency differentials and foreign exchange gains - net – 24,445% increase
Net increase of P
= 356.40 million in net foreign exchange losses was due to the foreign exchange losses on
account of the appreciation of the US Dollar against the Philippine Peso affecting the Group’s USD-denominated
short-term placements during the period.

Equity share in net income of associates –83% decrease


Decrease in equity share in net income from associates by P = 459.78 million was mainly due to lower operating
income of East Water and Saigon Water during the period, coupled by the impact of the additional fair value
amortization in the fair value of net assets of East Water.

Interest expense – 12% increase


Increase of P
= 191.74 million was on account of the incremental expense arising from additional loan drawdowns,
including the Parent Company’s sustainability bonds, made by the Group for its operational and capital
expenditures.

Gain on disposal of property and equipment – 156% increase


Increase of P
= 10.30 million was due to the higher number of assets disposed during the period by the
subsidiaries.

Other income - net – 1,446% decrease


Decrease of P= 738.87 million was on account of the impairment loss on the investment in Cu Chi Water and the
provisions for various exposures of the Group.

- 39 -
Provision for income tax – 8% increase
Increase of P
= 150.26 million was due to the higher taxable income of the Parent Company and higher deferred tax
expenses of the Group primarily from the straight-line vs. units-of-production amortization methods.

Net loss after income tax of operations under PFRS 5 – 72% increase
Increase was attributable to the operational losses of MWTS-HF and Zamboanga Water during the period
compared to last year arising from the closure of the Healthy Family Business Division and the termination of the
NRWRSA with ZCWD.

Balance Sheet Items – As of September 30, 2020 (Unaudited) vs. December 31, 2019 (Audited)
(Amounts in Thousands)

December 31,
September 30, 2019 Increase
2020 (As Restated) (Decrease) %
ASSETS
Current Assets
Cash and cash equivalents P
= 14,072,459 P
= 8,933,770 P
= 5,138,689 58%
Short-term investments 17,416,292 109,268 17,307,024 15839%
Receivables - net 4,582,274 2,444,278 2,137,996 87%
Concession financial receivable - current portion 367,836 238,983 128,853 54%
Contract assets - current portion 459,278 558,675 (99,397) (18%)
Inventories 319,820 321,519 (1,699) (1%)
Other current assets 1,339,066 1,663,487 (324,421) (20%)
Assets under PFRS 5 - current 160,592 188,963 (28,371) (15%)
Total Current Assets 38,717,617 14,458,943 24,258,674 168%
Noncurrent Assets
Property, plant and equipment 4,996,506 4,577,487 419,019 9%
Service concession assets 98,586,301 93,519,143 5,067,158 5%
Right-of-use assets 309,259 283,088 26,171 9%
Concession financial receivable - net of current
portion 1,336,792 815,556 521,236 64%
Contract assets - net of current portion 88,348 570,126 (481,778) (85%)
Investments in associates 13,977,363 15,519,808 (1,542,445) (10%)
Goodwill 136,566 136,566 – –
Deferred tax assets - net 1,044,283 1,150,277 (105,994) (9%)
Other noncurrent assets 2,018,145 3,233,627 (1,215,482) (38%)
Assets under PFRS 5 - noncurrent 325,669 337,019 (11,350) (3%)
Total Noncurrent Assets 122,819,232 120,142,697 2,676,535 2%
P
= 161,536,849 P
= 134,601,640 P
= 26,935,209 20%

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables P
= 10,003,552 P
= 9,705,349 298,203 3%
Short-term debt 897,720 – 897,720 100%
Current portion of:
Long-term debt 9,934,372 10,439,539 (505,167) (5%)
Service concession obligations 615,260 1,014,244 (398,984) (39%)
Lease liabilities 56,275 41,933 14,342 34%
Contract liabilities 247,383 265,359 (17,976) (7%)
Income tax payable 571,892 308,404 263,488 85%
Liabilities under PFRS 5 - current 28,491 83,124 (54,633) (66%)
Total Current Liabilities 22,354,945 21,857,952 496,993 2%
Noncurrent Liabilities
Noncurrent portion of:
Long-term debt P
= 68,874,639 P
= 45,836,666 P
= 23,037,973 50%
Service concession obligations 8,693,865 8,139,578 554,287 7%
Lease liabilities 265,531 253,157 12,374 5%
Contract liabilities 104,772 78,620 26,152 33%
Pension liabilities - net 262,521 194,194 68,327 35%
Deferred tax liabilities - net 157,073 87,978 69,095 79%
Provisions 987,764 1,181,881 (194,117) (16%)

- 40 -
December 31,
September 30, 2019 Increase
2020 (As Restated) (Decrease) %
Other noncurrent liabilities 807,852 823,506 (15,654) (2%)
Liabilities under PFRS 5 - noncurrent 86,789 156,900 (70,111) (45%)
Total Noncurrent Liabilities 80,240,806 56,752,480 23,488,326 41%
Total Liabilities P
= 102,595,751 P
= 78,610,432 P
= 23,985,319 31%
Equity
Attributable to equity holders of Manila Water
Company,
Capital stock:
Common stock P
= 2,064,840 P
= 2,064,840 =–
P 0%
Preferred stock 400,000 400,000 – 0%
2,464,840 2,464,840 – 0%
Additional paid-in capital 4,604,046 4,589,951 14,095 0%
Subscriptions receivable (371,307) (371,307) – 0%
Total paid-up capital 6,697,579 6,683,484 14,095 0%
Retained earnings:
Appropriated 35,495,000 35,495,000 – 0%
Unappropriated 15,449,449 12,253,697 3,195,752 26%
Remeasurement loss on defined benefit plans (136,682) (136,682) – 0%
Other equity reserves 54,107 54,107 – 0%
Equity share in other comprehensive loss of an
associate (1,346) (1,346) – 0%
Cumulative translation adjustment 11,030 366,476 (355,446) (97%)
57,569,137 54,714,736 2,854,401 5%
Noncontrolling interests 1,371,961 1,276,472 95,489 7%
Total Equity 58,941,098 55,991,208 2,949,890 5%
P
= 161,536,849 P
= 134,601,640 P
= 26,935,209 20%

Cash and cash equivalents – 58% increase


Cash and cash equivalents increased by P
= 5,138.69 million due to additional short-term and long-term debt
availments during the period.

Short-term investments –15,839% increase


The P
= 17,307.02 million increase pertains to time deposits of the Parent Company from the proceeds of the bond
issuance, Filipinas Water, MSEA, and MWTH during the period.

Receivables - net – 87% increase


Increase of P
= 2,138.00 million was mainly a result of the extended credit terms and installment payment options
given to the customers of the Group for ECQ and MECQ billings.

Concession financial receivable (current and noncurrent) – 62% increase


= 650.09 million was mainly Tagum Water’s completion of its water treatment plant in May 2020.
Increase of P

Contract assets (current and noncurrent) – 51% decrease


= 581.71 million was from the reclassification of Tagum Water’s contract assets from its Bulk Water
Decrease of P
Sales and Purchase Agreement to concession financial receivable following the completion of its water treatment
plant.

Other current assets – 20% decrease


Decrease of P
= 324.42 million was due to decline in input VAT from lower purchases, as well as lower prepaid
expenses arising from period amortization.

Assets under PFRS 5 (current and noncurrent) – 8% decrease


The account pertains to the total assets of MWTS-HF and Zamboanga Water. The decrease of P
= 39.72 million
was mainly due to the disposal of property and equipment of MWTS-HF during the period.

Property, plant and equipment – 9% increase


Increase of P
= 419.02 million was due to additional capital expenditures of domestic subsidiaries, such as BMDC
and EcoWater, during the period, offset by the corresponding depreciation expense.

Service concession assets – 5% increase


= 5,067.16 million was primarily from the Parent Company’s capital expenditures during the period
Increase of P
which was offset by the related amortization expense.

- 41 -
Investments in associates – 10% decrease
Decrease of P= 1,542.45 million was from the combined effect of depreciation of the Thailand Baht (THB),
Vietnamese Dong (VND), and Indonesian Rupiah (IDR) against the PHP, the impairment of the Group’s
investment in Cu Chi Water, and the dividends declared by Kenh Dong Water, East Water, and PT STU.

Deferred tax assets – 9% decrease


Decrease of P= 105.99 million was from Parent Company’s higher deferred tax expense from its straight-line
versus units-of-production amortization.

Other noncurrent assets – 38% decrease


Decrease of P= 1,215.48 million was from the lower deferred FCDA of the Parent Company. The Parent Company
reviewed its deferred FCDA balance this period and has recognized adjustments to the amounts relative to FCDA
recoveries of foreign exchange losses (gains) arising from MWSS and Parent Company foreign currency loans in
accordance with Amendment 1 of the Concession Agreement.

Short-term debt – 100% increase


Increase of P
= 897.72 million pertains to the outstanding Philippine National Bank short-term loan availed by the
Parent Company for working capital requirements.

Long-term debt (current and noncurrent) – 40% increase


= 22,532.81 million was from the Group’s additional drawdowns and the Parent Company’s issuance
Increase of P
of sustainability bonds during the period to fund programmed capital expenditures and debt refinancing.

Lease liabilities (current and noncurrent) – 9% increase


Increase of P= 26.72 million was due to additional lease liabilities recognized by the Parent Company and Aqua
Centro for its office locations and renewal of lease contract of Laguna Water.

Income tax payable – 85% increase


Increase of P
= 263.49 million mainly driven by higher taxable income of the Parent Company during the period.

Liabilities under PFRS 5 – 52% decrease


Decrease of P = 124.75 million was from the settlement of MWTS-HF trade payables and of Zamboanga Water’s
early repayment of its loan with the Development Bank of the Philippines in the first quarter of 2020. This
pertains to the total liabilities of MWTS-HF and Zamboanga Water.

Pension liabilities - net - 35% increase


= 68.33 million was due to Group’ recognition of pension expense during the period in line with the
Increase of P
most recent actuarial valuation reports.

Deferred tax liabilities - net – 79% increase


Increase of P
= 69.10 million was due to higher provision for deferred taxes of Laguna Water for the difference
between the UOP and SL depreciation and Tagum Water for the balance of its concession financial receivables.

Provisions – 16% decrease


Decrease of P= 194.12 million mainly due to the Parent Company’s reversal of provisions for potential exposures
during the period.

Retained earnings – unappropriated – 26% increase


Increase of P
= 3,195.75 million represents the net income attributable to the equity holders of Manila Water
Company, Inc. during the period.

Cumulative translation adjustment – 97% decrease


Decrease of P
= 355.45 million was due to the depreciation of the THB, VND, and IDR against the PHP during the
period.

Noncontrolling interests – 7% increase


Increase of P
= 95.49 million was due to the increase in net income of Laguna Water, with a noncontrolling interest
of 30.00%, during the period.

- 42 -
SUMMARY OF APPENDICES
A. Board of Directors and Senior Management Team
B. Manila Water Stock and Dividends Information
C. Summary of Corporate Disclosures as of the 3rd Quarter of 2020
D. Performance Indicators and Business Efficiency Measures
E. Average Tariff
SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Signature and Title:


MA. CECILIA T. CRUZABRA
Chief Finance Officer, Treasurer,
concurrent Chief Risk Officer, Compliance
Officer, and Corporate Finance and
Strategy Group Director

November 9, 2020

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PART II – OTHER INFORMATION
APPENDIX A

BOARD OF DIRECTORS AND SENIOR MANAGEMENT TEAM

The Board of Directors (the “Board”) has eleven (11) members elected by the Company’s stockholders entitled to
vote at the annual meeting. The directors hold office for one (1) year and until their successors are elected and
qualified in accordance with the Parent Company’s By-laws.

The following are the members of the Board and corporate secretarial officers as of September 30, 2020:

Name Position/Board Committee Membership


Fernando Zobel de Ayala Chairman of the Board of Directors
Chairman of the Executive Committee
Member of the Talent and Remuneration Committee

Jaime Augusto Zobel de Ayala Vice Chairman of the Board of Directors

Jose Rene Gregory D. Almendras President and Chief Executive Officer


Member of the Board of Directors
Member of the Executive Committee

Gerardo C. Ablaza, Jr. Member of the Board of Directors


Member of the Audit Committee
Member of the Board Risk Oversight Committee

Antonino T. Aquino Member of the Board of Directors


Member of the Executive Committee

John Eric T. Francia Member of the Board of Directors


Vice-Chairman of the Executive Committee

Delfin L. Lazaro Member of the Board of Directors

Oscar S. Reyes Lead Independent Director


Chairman of the Audit Committee
Member of the Board Risk Oversight Committee
Member of the Nomination Committee
Member of the Talent and Remuneration Committee

Jaime C. Laya Independent Director


Chairman of Board Risk Oversight Committee
Member of the Audit Committee
Member of the Corporate Governance Committee
Member of the Related Party Transactions Committee
Member of the Nomination Committee

Sherisa P. Nuesa Independent Director


Chairperson of the Corporate Governance Committee
Chairperson of the Related Party Transactions Committee
Member of the Executive Committee
Member of the Talent and Remuneration Committee

Jose L. Cuisia, Jr. Independent Director


Chairman of the Nomination Committee
Chairman of the Talent and Remuneration Committee
Member of the Audit Committee
Member of the Board Risk Oversight Committee
Member of the Corporate Governance Committee
Member of the Related Party Transactions Committee

Solomon M. Hermosura Corporate Secretary

Gerardo M. Lobo II Assistant Corporate Secretary


Head of the Legal and Corporate Governance Department

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Below are the Parent Company’s key executive officers as of September 30, 2020:

Name Position
Jose Rene Gregory D. Almendras President and Chief Executive Officer

Ma. Cecilia T. Cruzabra Chief Finance Officer, Treasurer, Compliance Officer, Chief Risk
Officer, and Group Director for Corporate Finance and Strategy

Virgilio C. Rivera, Jr. Chief Operating Officer for New Business Operations

Abelardo P. Basilio Chief Operating Officer for Manila Water Operations

Janine T. Carreon Group Director for Corporate Human Resources

Esmeralda R. Quines Group Director for East Zone Business Operations

Liwayway T. Sevalla Chief Information Officer, Data Protection Officer, and Group
Director for Corporate Information and Technology

Maidy Lynne B. Quinto Group Director for Subsidiary Operations

Arnold Jether A. Mortera Group Director for Corporate Operations

Robert Michael N. Baffrey Group Director for Corporate Project Management

Evangeline M. Clemente Group Director for Strategic Asset Management concurrent Group
Head for Supply Chain Management

Xerxes Noel O. Ordanez Chief Audit Executive

Mark Tom Q. Mulingbayan Chief Sustainability Officer

For more information about each of the members of the Board and the key officers, please visit the Parent
Company’s website at www.manilawater.com.

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APPENDIX B

MANILA WATER STOCK AND DIVIDENDS INFORMATION

Stock Chart (September 30, 2019 to September 30, 2020)

25.00

20.00

15.00

10.00

5.00

*Source: Bloomberg, Philippine Stock Exchange

The Parent Company was listed in the Philippine Stock Exchange on March 18, 2005 and its listed shares have
since been actively traded therein. The high and low sale prices for each quarter that the Parent Company’s
shares have been listed are as follows:

High / Low Sales


2020 2019
High Low High Low
1st Quarter P
= 14.96 P
= 7.62 P
= 28.00 P
= 22.70
2nd Quarter P
= 13.16 P
= 9.44 P
= 25.15 P
= 20.85
3rd Quarter P
= 15.64 P
= 12.10 P
= 25.65 P
= 20.10
4th Quarter – – P
= 20.30 P
= 5.01

For the third quarter of 2020, the highest sale price was P
= 15.64 and lowest sale price was P
= 12.10.

The price information as of the close of September 30, 2020 was P


= 14.74.

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Dividends Information

1.0000
0.9101
0.9000 0.8334 0.8488 0.8585
0.8062 0.8150
0.8000 0.7640

0.7000
0.5960
0.6000 0.5600

0.5000 0.4600
0.4000
0.4000 0.3500
0.3000
0.3000
0.2100
0.2000 0.1316 0.1400

0.1000 0.0556

-
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

In view of the prevailing circumstances, the Parent Company did not declare cash dividends at this time. With
the ongoing discussions with government on the Concession Agreement, as well as the need to continuously
focus on service continuity and operations resiliency amid the COVID-19 pandemic, resources are being
prioritized towards ensuring reliable service to customers.

The Parent Company will continue to assess the situation in the coming periods and determine the feasibility to
declare cash dividends at the appropriate time.

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APPENDIX C

SUMMARY OF CORPORATE DISCLOSURES AS OF THE 3RD QUARTER OF 2020

As part of its commitment to promote the corporate values of transparency and accessibility of material
information to its investors, the Parent Company fully complies with the reporting and disclosure requirements of
the law as well as the relevant rules and regulations issued by the SEC and the PSE. The Parent Company
adopts a policy of prompt and accurate disclosure of all information that may be material to the investing public.
The Parent Company conducts quarterly investors’ and analysts’ briefings and regular meetings with
shareholders and fund managers to keep them up to date on matters affecting the business of the Parent
Company.

Below is a summary of the corporate disclosures as of the 3rd Quarter of 2020.

Date of Submission Topic


January 3, 2020 Report by Owner of More Than Five Percent
January 6, 2020 Foreign Ownership Report as of December 31, 2019
January 6, 2020 Report on the Number of Shareholders as of December 31, 2019
January 6, 2020 Change in Shareholdings of Directors and Principal Officers
January 7, 2020 Change in Shareholdings of Directors and Principal Officers
January 15, 2020 Public Ownership Report
January 15, 2020 Statement of Changes in Beneficial Ownership of Securities
January 16, 2020 List of Top 100 Stockholders
January 20, 2020 Clarification of News Reports
January 31, 2020 Voluntary Trading Suspension
January 31, 2020 Amendments to Articles of Incorporation
January 31, 2020 Material Information/Transactions: Amendment of Articles of Incorporation
January 31, 2020 Reply to Exchange’s Query: Results of the Board of Directors’ Meeting
February 1, 2020 Material Information/Transactions: Subscription Agreement with Prime Metroline Holdings,
Inc.
February 4, 2020 Clarification of News Reports
February 7, 2020 Material Information/Transactions: Tender Offer of Shares
February 7, 2020 [Amend-1] Material Information/Transactions: Tender Offer of Shares
February 7, 2020 Foreign Ownership Report as of January 31, 2020
February 7, 2020 Report on the Number of Shareholders as of January 31, 2020
February 18, 2020 Notice of Analysts’ and Investor’s Briefing
February 20, 2020 Notice of Annual or Special Stockholders’ Meeting
February 21, 2020 [Amend-1] Notice of Analyst’s/Investor’s Briefing
February 28, 2020 Material Information/Transactions: Unaudited Full Year 2019 Performance Results
February 28, 2020 Material Information/Transactions: 2019 Audited Consolidated Financial Statements
February 28, 2020 Change in Corporate Contact Details
March 3, 2020 Comprehensive Corporate Disclosure on Issuance of Shares
March 6, 2020 Foreign Ownership Report as of February 29, 2020
March 6, 2020 Report on the Number of Shareholders as of February 29, 2020
March 12, 2020 [Amend-1] Notice of Annual or Special Stockholders’ Meeting
March 12, 2020 Material Information/Transactions: Amended Notice of Annual of Special Stockholders’
Meeting
March 13, 2020 List of Stockholders as of March 6, 2020 (Record Date)
March 13, 2020 Statement of Changes in Beneficial Ownership of Securities
March 13, 2020 [Amend-2] Notice of Annual or Special Stockholders’ Meeting
March 13, 2020 Material Information/Transactions: 2 nd Quarter 2020 Foreign Currency Differential
Adjustment
March 16, 2020 Material Information/Transactions: Filing of Current Report under Section 17 of the
Securities and Regulation Code amid COVID-19 Pandemic
March 16, 2020 Material Information/Transactions: Bulk Water Sales and Purchase Agreement between
the City of Ilagan Water District and the Metro Ilagan Water Company, Inc.
March 24, 2020 [Amend-3] Notice of Annual or Special Stockholders’ Meeting
March 25, 2020 Information Statement
April 7, 2020 Foreign Ownership Report as of March 31, 2020
April 7, 2020 Report on the Number of Shareholders as of March 31, 2020
April 13, 2020 [Amend-1] Comprehensive Corporate Disclosure on Issuance of Shares
April 15, 2020 Material Information/Transactions: Audited Financial Statements for the year ended
December 31, 2019
April 16, 2020 List of Top 100 Stockholders for the period ended March 31, 2020
April 16, 2020 Public Ownership Report as of March 31, 2020
April 16, 2020 [Amend-1] Information Statement
April 17, 2020 Results of Annual or Special Stockholders’ Meeting

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Date of Submission Topic
April 17, 2020 Results of Organizational Board Meeting of Board of Directors
April 17, 2020 [Amend-1] Amendments to Articles of Incorporation
April 20, 2020 Clarification of News Reports
April 30, 2020 Notice of Analysts’/Investors’ Briefing
May 8, 2020 Foreign Ownership Report as of April 30, 2020
May 8, 2020 Report on the Number of Shareholders as of April 30, 2020
May 8, 2020 Material Information/Transactions: 1 st Quarter 2020 Unaudited Performance Results
May 14, 2020 Quarterly Report
May 15, 2020 Other SEC Forms, Reports and Requirements: 2020 General Information Sheet
May 22, 2020 Request for Extension to File SEC Form 17-A
May 22, 2020 Material Information/Transactions: Additional Term-Loan Facility for Manila Water
Philippine Ventures, Inc.
June 4, 2020 [Amend-2] Amendments to Articles of Incorporation (Article 2)
June 4, 2020 [Amend-2] Amendments to Articles of Incorporation (Article 7)
June 4, 2020 Other SEC Forms, Reports and Requirements: Participation of Director in Corporate
Governance Training
June 5, 2020 Foreign Ownership Report as of May 31, 2020
June 5, 2020 Report on the Number of Shareholders as of May 31, 2020
June 9, 2020 Statement of Changes in Beneficial Ownership of Securities (Evangeline M. Clemente)
June 24, 2020 Material Information/Transactions: 2019 Integrated Annual Report
June 29, 2020 Other SEC Forms, Reports and Requirements: Notarized Certifications of Independent
Directors
June 30, 2020 Annual Report
July 7, 2020 Foreign Ownership Report as of June 30, 2020
July 7, 2020 Report on the Number of Shareholders as of June 30, 2020
July 10, 2020 List of Top 100 Stockholders for the period ended June 30, 2020
July 15, 2020 Public Ownership Report as of June 30, 2020
July 17, 2020 Statement of Changes in Beneficial Ownership of Securities (Evangeline M. Clemente)
July 17, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
July 22, 2020 Material Information/Transactions: Manila Water Company – Debut US$ Sustainability
Bonds
July 24, 2020 Material Information/Transactions: Debut Issuance of US$500 million 4.375% 10 Non-call
5-year Senior Unsecured Fixed Rate Sustainability Notes
July 29, 2020 Notice of Analysts’/Investors’ Briefing
August 7, 2020 Foreign Ownership Report as of July 31, 2020
August 7, 2020 Report on the Number of Shareholders as of July 31, 2020
August 10, 2020 Appointment of Chief Risk Officer
August 10, 2020 Amendment of Whistle Blower Policy
August 13, 2020 [Amend-1] Amended 2020 General Information Sheet
August 13, 2020 Material Information/Transactions: 1st Half 2020 Unaudited Financial and Operating
Results
August 13, 2020 Quarterly Report
August 20, 2020 [Amend-3] Amendments to Articles of Incorporation (Article 2)
August 20, 2020 [Amend-3] Amendments to Articles of Incorporation (Article 7)
August 25, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
August 25, 2020 Update on Corporate Actions/Material Transactions/Agreements: Decision of the
Philippine Competition Commission ‘In the Matter of the Proposed Acquisition by Trident
Water Company Holdings, Inc. of Shares in Manila Water Company, Inc.’
August 26, 2020 Material Information/Transactions: Closure of the Healthy Family Business Division
August 26, 2020 [Amend-1] Update on Corporate Actions/Material Transactions/Agreements: Decision of
the Philippine Competition Commission ‘In the Matter of the Proposed Acquisition by
Trident Water Company Holdings, Inc. of Shares in Manila Water Company, Inc.’
August 28, 2020 [Amend-4] Amendments to Articles of Incorporation (Article 7)
September 1, 2020 Integrated Annual Corporate Governance Scorecard
September 1, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
September 1, 2020 Statement of Changes in Beneficial Ownership of Securities (Gerardo C. Ablaza, Jr.)
September 7, 2020 Foreign Ownership Report as of August 31, 2020
September 7, 2020 Report on the Number of Shareholders as of August 31, 2020
September 15, 2020 Material Information/Transactions: 4th Quarter 2020 Foreign Currency Differential
Adjustment

For more details on these disclosures, please visit the Parent Company’s website at www.manilawater.com.

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APPENDIX D

PERFORMANCE INDICATORS AND BUSINESS EFFICIENCY MEASURES AS OF SEPTEMBER 30, 2020

Key Performance Indicators CY Target** YTD Actual


Domestic Water Service Connections 18,9274 11,7065
Continuity of Water Supply (24-hour supply) at 7psi 98% 96.07%
Water Quality at Plant Outlet (% compliance with 100% 99.95%
PNSDW)
Water Quality in Distribution (% compliance with 95% 100%
PNSDW)
Sampling (% compliance with PNSDW) 100% 101.5%
Sewerage Connections* 249,101* 310,734*
Sanitation (no. of septic tanks emptied) 98,9914 44,3165
Wastewater Effluent Quality (% compliance with DENR 95% 97.50%
standards)
Response to customer service complaints (% of 95% 99.43%
complaints resolved within 10 days)
Response to billing complaints (% of complaints 92% 93.30%
resolved within 10 days)
Response to request for new connections (% of 95% 98.78%
requests responded to within 5 days)
Installation of new water service connections (no. of 95% 98.61%***
new water service connections installed within 7
days over the total no. of approved applications
with paid connection fees) year-to-date 6
Response to disruptive mains failure (% of disruptive 96% 100%
main failures repaired within 24 hours)

Business Efficiency Measures CY Target** YTD Actual


Billed Volume (mcm) 5311 383.822
Revenue Collection Rate 98% 84.15%
Labor Cost (in million PhP) 2,1131 1,2072
Power Consumption (in million KwH) 1931 115.622
Total Controllable OPEX (in million PhP) 2,7191 1,324.992
CAPEX (in million PhP)7 18,857.841 5,507.982
Non-Revenue Water % (YTD Average) 12% 13.32%

1
Year-end targets
2
Year-to-date actual figures
3
excluding connections related to new pipeline projects
4
Year-to-date total CAPEX net of interest during construction and engineering and supervision, including Concession Fees.
* Cumulative figures from 1997
** The targets stated hereunder are those on the 2018 Approved Business Plan.
*** Based on computation with justification, considering dependencies on Customer, permits and voluntary suspension of
NWSC.

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APPENDIX E

AVERAGE TARIFF*

September 30, December 31, September 30,


2020 2019 2019
Previous Basic P
= 28.52 P
= 28.52 P
= 28.52
CPI
Rate Rebasing
Total Basic Water P
= 28.52 P
= 28.52 P
= 28.52
FCDA 0.48 0.69 0.52
EC 5.80 5.84 5.81
TOTAL P
= 34.80 P
= 35.05 P
= 34.85
VAT 4.18 4.21 4.18
TOTAL w/ VAT P
= 38.98 P
= 39.26 P
= 39.03
*Pertains to the Parent Company only

The weighted average tariff which is approved by MWSS represents for the indicative rate applied to the
whole East Concession area. The percentage increase on the basic charge is applied universally across the
Manila Water Standard Tariff Table.

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