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COVER SHEET

for
SEC FORM 17-Q

SEC Registration Number


C S 2 0 0 6 0 4 4 9 4

COMPANY NAME

M E T R O P A C I F I C I N V E S T M E N T S C O R P

O R A T I O N A N D S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

1 0 t h F l o o r , M G O B u i l d i n g , L e g a

s p i c o r n e r D e l a R o s a S t r e e t s ,

L e g a s p i V i l l a g e , M a k a t i C i t y

Form Type Department requiring the report Secondary License Type, If Applicable
1 7 - Q

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
info@mpic.com.ph +632-888-0888 –

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
1,322 as of June 30, 2016 Last Friday of May December 31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number
Mr. David J. Nicol djnicol@mpic.com.ph +632-888-0888 –

CONTACT PERSON’s ADDRESS

10/F MGO Building, Legaspi corner Dela Rosa Streets


Legaspi Village, Makati 0721 Philippines
NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission
within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission
and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.
SEC Number CS200604494
File Number_______

Metro Pacific Investments Corporation


(Company’s Full Name)

10/F MGO Bldg., Legaspi cor. Dela Rosa Sts.


Legaspi Village, 0721 Makati City
(Company’s Address)

(632) 888-0888
Telephone Number

______N/A_______
(Fiscal Year Ending)
(month & day)

Form 17-Q
Form Type

_________N/A__________
Designation (If applicable)

30 June 2016
Period Date Ended

____________N/A____________
(Secondary License Type and File Number)
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 June 30, 2016

2. SEC identification number CS200604494

3. BIR Tax Identification No. 244-520-457-000

4. Exact name of issuer as specified in its charter


METRO PACIFIC INVESTMENTS CORPORATION

5. Province, country or other jurisdiction of incorporation or organization


Makati City, Philippines

6. Industry Classification Code: (SEC Use Only)

7. Address of issuer's principal office Postal Code


10/F MGO Bldg., Legaspi cor. Dela Rosa Sts., Legaspi Village, 0721 Makati City

8. Issuer's telephone number, including area code


(632) 888 0888

9. Former name, former address and former fiscal year, if changed since last report
N/A

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

Title of each Class Number of shares of common stock outstanding

Common Shares 27,922,598,752*

*Reported by the stock transfer agent as of July 31, 2016

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

Yes [ X ] No [ ]

If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
The common shares are listed on the Philippines Stock Exchange.
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 [ ]
TABLE OF CONTENTS

Exhibit I Unaudited Interim Consolidated Financial Statements 1


Exhibit II Notes to Unaudited Interim Consolidated Financial Statements 9
Exhibit III Management's Discussion and Analysis of Financial Condition
and Results of Operations 53
Financial Highlights and Key Performance Indicators 54
Operational Review
MPIC Consolidated (1H 2016 vs 1H 2015) 57
Operating Segments of the Group (1H 2016 vs 1H 2015) 63
MPIC Consolidated (2Q 2016 vs 2Q 2015) 75
Discussion of Financial Position 78
Liquidity & Capital Resources 82
Financial Soundness Indicators 84
Risk Factors 85
Key Variable and Other Qualitative and Quantitative Factors 87
Item 1

FINANCIAL
STATEMENTS
Exhibit I

METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES


INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Amounts in Millions except Per Share Amounts)
Six Months ended June 30 Three Months ended June 30
2016 2015 2016 2015

OPERATING REVENUES
Water and sewerage services revenue P
=10,120 =9,336
P 5,185 4,849
Toll fees 5,946 4,670 3,065 2,398
Hospital revenue 4,112 3,592 2,079 1,814
Rail 1,478 − 732 −
Warehousing 85 − 85 −
21,741 17,598 11,146 9,061
COST OF SALES AND SERVICES (Note 20) (8,754) (6,364) (4,497) (3,223)
GROSS PROFIT 12,987 11,234 6,649 5,838
General and administrative expenses (Note 21) (4,233) (3,722) (2,035) (1,865)
Interest expense (Note 22) (2,726) (2,336) (1,382) (1,236)
Share in net earnings of equity method investees (Note 9) 3,522 2,858 2,102 1,938
Interest income (Note 22) 213 265 116 138
Construction revenue and other income (Note 23) 8,203 7,228 4,216 4,082
Construction costs and other expenses (Note 23) (6,429) (6,711) (2,934) (4,029)
INCOME BEFORE INCOME TAX 11,537 8,816 6,732 4,866
PROVISION FOR (BENEFIT FROM) INCOME
TAX
Current 2,075 698 1,168 378
Deferred (Note 11) (461) (116) (575) (58)
1,614 582 593 320
NET INCOME 9,923 8,234 6,139 4,546
OTHER COMPREHENSIVE INCOME (LOSS)
(Note 19)
Net OCI to be reclassified to profit or loss in subsequent
periods 606 (30) 791 76
Net OCI not being reclassified to profit or loss in
subsequent periods − − − −
606 (30) 791 76
TOTAL COMPREHENSIVE INCOME 10,529 =8,204
P 6,930 =4,622
P

Net Income Attributable to:


Owners of the Parent Company P
=6,980 =5,563
P P
=4,352 =3,119
P
Non-controlling interest 2,943 2,671 1,787 1,427
P
=9,923 =8,234
P 6,139 =4,546
P

Total Comprehensive Income Attributable to:


Owners of the Parent Company P
=7,571 =5,541
P 5,143 =3,195
P
Non-controlling interest 2,958 2,663 1,787 1,427
P
=10,529 =8,204
P 6,930 =4,622
P

EARNINGS PER SHARE (Note 24)


Basic Earnings Per Common Share, Attributable to
Owners of the Parent Company (In Centavos) P
=24.42 =20.25
P 14.87 =11.19
P
Diluted Earnings Per Common Share, Attributable to
Owners of the Parent Company (In Centavos) P
=24.40 =20.23
P 14.86 =11.19
P
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis

2
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions)

Unaudited Audited
June 30, December 31,
2016 2015
ASSETS
Current Assets
Cash and cash equivalents and short-term deposits (Note 5) P
=20,529 =23,936
P
Restricted cash (Note 5) 2,471 2,414
Receivables (Note 6) 6,145 4,441
Due from related parties (Note 16) 122 137
Other current assets (Note 7) 4,274 3,938
33,541 34,866
Assets held for sale (Note 27) 1,565 1,480
Total Current Assets 35,106 36,346

Noncurrent Assets
Restricted cash (Note 5) 889 889
Receivables (Note 6) 57 145
Available-for-sale financial assets (Note 8) 2,113 2,018
Investments and advances (Note 9) 126,603 96,202
Goodwill (Note 4) 20,333 18,308
Service concession assets (Note 10) 140,884 135,760
Property and equipment 9,709 8,016
Property use rights 575 596
Other noncurrent assets (Note 11) 4,813 3,900
Total Noncurrent Assets 305,976 265,834
P
=341,082 =302,180
P
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis

(Forward)

3
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions)

Unaudited Audited
June 30, December 31,
2016 2015
LIABILITIES AND EQUITY

Current Liabilities
Accounts payable and other current liabilities (Note 12) P
=14,784 =14,757
P
Income tax payable 522 417
Due to related parties (Note 16) 10,317 8,550
Current portion of:
Provisions (Note 13) 5,040 5,475
Service concession fees payable (Note 10) 464 565
Long-term debt (Note 14) 3,486 4,149
Total Current Liabilities 34,613 33,913
Noncurrent Liabilities
Noncurrent portion of:
Provisions (Note 13) 312 263
Service concession fees payable (Note 10) 25,429 25,188
Long-term debt (Note 14) 84,734 83,433
Due to related parties (Note 16) 6,538 −
Deferred tax liabilities (Note 11) 3,467 4,610
Other long-term liabilities (Note 15) 3,881 3,996
Deposit for future stock subscription (Notes 1 and 17) 21,960 −
Total Noncurrent Liabilities 146,321 117,490
Total Liabilities 180,934 151,403

Equity
Owners of the Parent Company:
Capital stock (Note 17) 28,008 27,935
Additional paid-in capital 50,116 49,980
Equity reserves (Note 18) 6,227 6,248
Retained earnings 40,425 35,149
Other comprehensive income reserve (Note 18) 1,101 510
Total equity attributable to owners of the Parent Company 125,877 119,822
Non-controlling interest 34,271 30,955
Total Equity 160,148 150,777
P
=341,082 =
P302,180
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis

4
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in Millions)
Six Months Ended June 30
2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax P
=11,537 =8,816
P
Adjustments for:
Interest expense (Note 22) 2,726 2,336
Amortization of service concession assets (Notes 10 and 20) 1,789 1,582
Depreciation and amortization (Notes 20 and 21) 602 493
Unrealized foreign exchange loss (gain) – net 25 (48)
Share in net earnings of equity method investees (Note 9) (3,522) (2,858)
Dividend income (Note 23) (1,215) (481)
Interest income (Note 22) (213) (265)
Others (37) 264
Operating income before working capital changes 11,692 9,839
Decrease (increase) in:
Restricted cash (57) (184)
Receivables (658) (218)
Due from related parties and other current assets (185) (252)
Increase (decrease) in:
Accounts payable and other current liabilities (732) 633
Accrued retirement cost and provisions (386) 397
Net cash generated from operations 9,674 10,215
Income tax paid (1,509) (616)
Interest received 230 224
Net cash provided by operating activities 8,395 9,823
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in:
Short-term deposits (Note 5) 4,581 (102)
Other noncurrent assets (413) (441)
Restricted cash (Note 5) − (3,438)
Dividends received from equity method investees and AFS financial assets 2,785 1,376
Acquisition of business/subsidiary, net of cash acquired (Note 4) (3,154) −
Acquisition of/Additions to:
Notes receivable − (34)
Service concession assets (Note 10) (6,907) (6,233)
Available-for-sale financial assets (Note 8) (1,192) −
Property and equipment (1,415) (638)
Investments in equity method investees (Note 9) (20,719) (25,782)
Net cash provided by (used in) investing activities (26,434) (35,292)

(Forward)

5
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in Millions)
Six Months Ended June 30
2016 2015
CASH FLOWS FROM FINANCING ACTIVITIES
Receipt or proceeds from:
Short-term and long-term debt (Note 14) 3,724 26,092
Issuance of shares (Note 17) 188 8,954
Deposit for future stock subscription (Note 17) 21,960 −
Contributions from non-controlling stockholders 728 484
Payments of/for:
Interest and other financing charges (2,202) (1,720)
Long-term debt (Note 14) (2,688) (3,986)
Service concession fees payable (674) (755)
Acquisition of treasury shares (23) −
Acquisition of non-controlling interest (Note 4) − (92)
Transaction costs on long-term debt (459) (157)
Transaction costs on issuance of shares − (168)
Dividends paid to owners of the Parent Company (1,704) (1,033)
Dividends paid to non-controlling stockholders (1,000) (1,266)
Net cash provided financing activities 17,850 26,353
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (189) 884
CASH AND CASH EQUIVALENTS AT JANUARY 1 16,469 17,725
CASH AND CASH EQUIVALENTS AT JUNE 30 (Note 5) P
=16,280 =18,609
P
See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis

6
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
(Amounts in Millions)

Six Months Ended June 30, 2016


Attributable to Owners of the Parent Company
Other
Capital Additional Equity Comprehensive
Stock Paid-in Reserves Retained Income Reserve Non-controlling
(Note 17) Capital (Note 18) Earnings (Note 18) Total Interest Total Equity
At January 1, 2016 P
=27,935 P
=49,980 P=6,248 P
=35,149 P
=510 P
=119,822 P
=30,955 P
=150,777
Total comprehensive income for the period:
Net income − − − 6,980 − 6,980 2,943 9,923
Other comprehensive income − − − − 591 591 15 606
Total comprehensive income for the period − − − 6,980 591 7,571 2,958 10,529
Issuance of preferred shares (Note 17) 41 − − − − 41 − 41
Executive Stock Option Plan 32 136 (21) − − 147 − 147
Cash dividends declared (Note 17) − − − (1,704) − (1,704) − (1,704)
Dividends declared to non-controlling stockholders − − − − − − (980) (980)
NCI on Business Combination and others (Note 4) − − − − − − 1,338 1,338
At June 30, 2016 P
=28,008 P
=50,116 P
=6,227 P
=40,425 P
=1,101 P
=125,877 P
=34,271 P
=160,148

Six Months Ended June 30, 2015


Attributable to Owners of the Parent Company
Other
Capital Additional Equity Comprehensive
Stock Paid-in Reserves Retained Income Reserve Non-controlling
(Note 17) Capital (Note 18) Earnings (Note 18) Total Interest Total Equity
At January 1, 2015 =26,096
P =42,993
P =6,245
P =27,525
P =836
P =103,695
P =25,877
P =129,572
P
Total comprehensive income for the period:
Net income − − − 5,563 − 5,563 2,671 8,234
Other comprehensive income − − − − (22) (22) (8) (30)
Total comprehensive income for the period − − − 5,563 (22) 5,541 2,663 8,204
Equity raising (Note 17) 1,812 7,067 − − − 8,879 − 8,879
Transaction Costs (Note 17) − (168) − − − (168) − (168)
Executive Stock Option Plan 27 78 (23) − − 82 − 82
Cash dividends declared (Note 17) − − − (1,033) − (1,033) − (1,033)
Dividends declared to non-controlling stockholders − − − − − − (988) (988)
Acquisition of NCI − − − − − − (92) (92)
Other changes in NCI (Note 27) − − − − − − 484 484
At June 30, 2015 =27,935
P =49,970
P =6,222
P =32,055
P =814
P =116,996
P =27,944
P =144,940
P

See accompanying notes to the Unaudited Interim Condensed Consolidated Financial Statements and Management Discussion and Analysis

7
Metro Pacific Investments Corporation
Aging of Receivables
(Amounts in Millions)

June 30, 2016


(Unaudited)

0 - 30 31 - 60 61 - 90 Over 90
Type Current days days days days Balance
Trade Receivable P
=1,882 P
=1,001 P
=604 P
=228 P
=622 P
=4,337
Notes Receivable 38 − − − 150 188
Other receivables 1,511 134 18 102 704 2,469
Due from related parties 122 − − − − 122
TOTAL 3,553 1,135 622 330 1,476 7,116
Allowance for impairment/loss
Trade Receivables (612)
Notes Receivable (150)
Other Receivables (30)
Due from related parties −
TOTAL (792)

NET RECEIVABLES P
= 6,324

December 31, 2015


(Audited)
0 - 30 31 - 60 61 - 90 Over 90
Type Current days days days days Balance
Trade Receivable =1,747
P =839
P =354
P =152
P =645
P =3,737
P
Notes Receivable − − − − 150 150
Other receivables 751 228 3 18 547 1,547
Due from related parties 137 − − − − 137
TOTAL 2,635 1,067 357 170 1,342 5,571
Allowance for impairment/loss
Trade Receivables (678)
Notes Receivable (150)
Other Receivables (20)
Due from related parties −
TOTAL (848)

NET RECEIVABLES =4,723


P

8
Exhibit II

METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES


NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

1. Corporate Information

Metro Pacific Investments Corporation (the Parent Company or MPIC) was incorporated in the
Philippines and registered with the Philippines Securities and Exchange Commission (SEC) on
March 20, 2006 as an investment holding company. MPIC’s common shares of stock are listed in and
traded through the Philippine Stock Exchange (PSE). On August 6, 2012, MPIC launched Sponsored
Level 1 American Depositary Receipt (ADR) Program with Deutsche Bank as the appointed depositary
bank in line with the Parent Company’s thrust to widen the availability of its shares to investors in the
United States.

The principal activities of the Parent Company’s subsidiaries and equity method investees are described in
Notes 2 and 9, respectively.

Metro Pacific Holdings, Inc. (MPHI) owned 47.36% and 52.1% of the common shares of MPIC as at
June 30, 2016 and December 31, 2015, respectively. The reduction in the ownership interest resulted
from GT Capital Holdings, Inc.’s (GTCHI) acquisition of 1.3 billion common shares from MPHI on
May 27, 2016. On the same date, MPIC entered into a Share Subscription Agreement with GTCHI for the
subscription by GTCHI of 3.6 billion common shares (“Subscription Shares”) in MPIC. The Subscription
Shares will be issued out of the increase in the authorized capital stock of MPIC, which as of
August 3, 2016 is still pending approval by the SEC. Once the common shares are issued to GTCHI,
GTCHI and MPHI shall own 15.55% and 41.96% of MPIC’s common shares, respectively (see Note 17).

MPHI is a Philippine corporation whose stockholders are Enterprise Investment Holdings, Inc. (EIH;
60.0% interest), Intalink B.V. (26.7% interest) and First Pacific International Limited (FPIL; 13.3%
interest). First Pacific Company Limited (FPC), a company incorporated in Bermuda and listed in Hong
Kong, through its subsidiaries, Intalink B.V. and FPIL, holds 40.0% equity interest in EIH and investment
financing which under Hong Kong Generally Accepted Accounting Principles, require FPC to account for
the results and assets and liabilities of EIH and its subsidiaries as part of FPC group of companies in Hong
Kong.

The registered office address of the Parent Company is 10th Floor, MGO Building, Legaspi corner Dela
Rosa Streets, Legaspi Village, Makati City.

The accompanying unaudited interim consolidated financial statements as at June 30, 2016 and for the six
months ended June 30, 2016 and 2015 were approved and authorized for issuance by the Board of
Directors (BOD) on August 3, 2016.

2. Summary of Significant Accounting Policies

Basis of Preparation
The interim condensed consolidated financial statements are prepared on a historical cost basis, except for
certain available-for-sale (AFS) financial assets that are measured at fair value, and are prepared in
accordance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting. The interim
condensed consolidated financial statements are presented in Philippine Peso, which is MPIC’s functional

9
and presentation currency, and all values are rounded to the nearest millions (000,000), except when
otherwise indicated.

The interim condensed consolidated financial statements do not include all the information and
disclosures required in the annual financial statements, and should be read in conjunction with the
Company’s annual consolidated financial statements as at and for the year ended December 31, 2015.

Changes in Accounting Policies and Disclosures


Our accounting policies are consistent with those followed in the preparation of the Company’s annual
consolidated financial statements for the year ended December 31, 2015, except for the following
adoption of new and amended Philippine Financial Reporting Standards (PFRS) effective
January 1, 2016.

The Company applied the following PFRS and amendments to existing standards effective
January 1, 2016. Except for additional disclosure requirements, adoption of the following standards did
not have any material impact on the Company’s financial position or performance:

 Amendments to PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets –
Clarification of Acceptable Methods of Depreciation and Amortization — The amendments clarify
the principle in PAS 16 and PAS 38 that revenue reflects a pattern of economic benefits that are
generated from operating a business (of which the asset is part) rather than the economic benefits that
are consumed through use of the asset. As a result, a revenue–based method cannot be used to
depreciate property, plant and equipment and may only be used in very limited circumstances to
amortize intangible assets. The Company does not use revenue-based method in depreciating
property and equipment and in amortizing service concession assets and other intangible assets.

 Amendments to PAS 16, Property, Plant and Equipment, and PAS 41, Agriculture – Bearer Plants —
The amendments change the accounting requirements for biological assets that meet the definition of
bearer plants. Under these amendments, biological assets that meet the definition of bearer plants will
no longer be within the scope of PAS 41. Instead, PAS 16 will apply. After initial recognition, bearer
plants will be measured under PAS 16 at accumulated cost (before maturity) and using either the cost
model or revaluation model (after maturity). These amendments also require that produce that grows
on bearer plants will remain in the scope of PAS 41 measured at fair value less costs to sell. For
government grants related to bearer plants, PAS 20, Accounting for Government Grants and
Disclosure of Government Assistance, will apply. The amendments are not relevant to the Company.

 Amendments to PAS 27, Separate Financial Statements – Equity Method in Separate Financial
Statements — The amendments will allow entities to use the equity method to account for
investments in subsidiaries, joint ventures and associates in their separate financial statements.
Entities already applying PFRS and electing to change to the equity method in its separate financial
statements will have to apply that change retrospectively. The amendments are relevant to the stand-
alone financial statements and therefore not relevant to the Company’s consolidated financial
statements.

 PFRS 10, Consolidated Financial Statements, and PAS 28, Investments in Associates and Joint
Ventures – Investment Entities: Applying the Consolidation Exception — These amendments clarify
that the exemption in PFRS 10 from presenting consolidated financial statements applies to a parent
entity that is a subsidiary of an investment entity that measures all of its subsidiaries at fair value and
that only a subsidiary of an investment entity that is not an investment entity itself and that provides
support services to the investment entity parent is consolidated. The amendments also allow an
investor (that is not an investment entity and has an investment entity associate or joint venture), when
applying the equity method, to retain the fair value measurements applied by the investment entity
associate or joint venture to its interests in subsidiaries. These amendments are effective for annual
periods beginning on or after January 1, 2016. These amendments are not applicable to the Company

10
since none of the entities within the group is an investment entity nor does the group have investment
entity.

 PFRS 11, Joint Arrangements – Accounting for Acquisitions of Interest in Joint Operations —The
amendments to PFRS 11 require that a joint operator accounting for the acquisition of an interest in a
joint operation, in which the activity of the joint operation constitutes a business must apply the
relevant PFRS 3 principles for business combinations accounting. The amendments also clarify that a
previously held interest in a joint operation is not remeasured on the acquisition of an additional
interest in the same joint operation while joint control is retained. In addition, a scope exclusion has
been added to PFRS 11 to specify that the amendments do not apply when the parties sharing joint
control, including the reporting entity, are under common control of the same ultimate controlling
party. The amendments did not have any impact on the Company’s financial statements.

 PFRS 14, Regulatory Deferral Accounts — PFRS 14 is an optional standard that allows an entity,
whose activities are subject to rate-regulation, to continue applying most of its existing accounting
policies for regulatory deferral account balances upon its first-time adoption of PFRS. Entities that
adopt PFRS 14 must present the regulatory deferral accounts as separate line items on the statement of
financial position and present movements in these account balances as separate line items in the
statement of profit or loss and other comprehensive income. The standard requires disclosures on the
nature of, and risks associated with, the entity's rate-regulation and the effects of that rate-regulation
on its financial statements. Since the Company is an existing PFRS preparer, this standard is not
relevant.

 PAS 1, Presentation of Financial Statements – Disclosure Initiative (Amendments) — The


amendments are intended to assist entities in applying judgment when meeting the presentation and
disclosure requirements in PFRS. They clarify the following:

o That entities shall not reduce the understandability of their financial statements by either
obscuring material information with immaterial information; or aggregating material items
that have different natures of functions
o That specific line items in the statement of income and OCI and the statement of financial
position may be disaggregated
o That entities have flexibility as to the order in which they represent the notes to financial
statements
o That the share of OCI of associate and joint ventures accounted for using the equity method
must be presented in aggregate as a single line item, and classified between those items that
will or will not be subsequently reclassified to profit or loss.

 Annual Improvements to PFRSs (2012-2014 cycle). The following improvements did not have
material impact on the Company:

o PFRS 5, Non-current Assets Held for Sale and Discontinued Operations – Changes in
Methods of Disposal. The amendment is applied prospectively and clarifies that changing
from a disposal through sale to a disposal through distribution to owners and vice-versa
should not be considered to be a new plan of disposal, rather it is a continuation of the
original plan. There is, therefore, no interruption of the application of the requirements in
PFRS 5. The amendment also clarifies that changing the disposal method does not change the
date of classification.

o PFRS 7, Financial Instruments: Disclosures – Servicing Contracts. PFRS 7 requires an entity


to provide disclosures for any continuing involvement in a transferred asset that is
derecognized in its entirety. The amendment clarifies that a servicing contract that includes a
fee can constitute continuing involvement in a financial asset. An entity must assess the
nature of the fee and arrangement against the guidance in PFRS 7 in order to assess whether

11
the disclosures are required. The amendment is to be applied such that the assessment of
which servicing contracts constitute continuing involvement will need to be done
retrospectively.

o PFRS 7 – Applicability of the Amendments to PFRS 7 to Condensed Interim Financial


Statements. The amendment is applied retrospectively and clarifies that the disclosures on
offsetting of financial assets and financial liabilities are not required in the condensed interim
financial report unless they provide a significant update to the information reported in the
most recent annual report.

o PAS 19, Employee Benefits – Regional Market Issue Regarding Discount Rate. The
amendment is applied prospectively and clarifies that market depth of high quality corporate
bonds is assessed based on the currency in which the obligation is denominated, rather than
the country where the obligation is located. When there is no deep market for high quality
corporate bonds in that currency, government bond rates must be used.

o PAS 34, Interim Financial Reporting – Disclosure of Information 'Elsewhere in the Interim
Financial Report'. The amendment is applied retrospectively and clarifies that the required
interim disclosures must either be in the interim financial statements or incorporated by cross-
reference between the interim financial statements and wherever they are included within the
greater interim financial report (e.g., in the management commentary or risk report).

The Company has not early adopted any other standard, interpretation or amendment that has been issued
but is not yet effective. One of the standards that the Company did not early adopt is PFRS 9, Financial
Instruments.

In July 2014, the final version of PFRS 9 was issued. PFRS 9 reflects all phases of the financial
instruments project and replaces PAS 39, Financial Instruments: Recognition and Measurement, and all
previous versions of PFRS 9. The standard introduces new requirements for classification and
measurement, impairment, and hedge accounting. PFRS 9 is effective for annual periods beginning on or
after January 1, 2018, with early application permitted. Retrospective application is required, but
comparative information is not compulsory. Early application of previous versions of PFRS 9 is
permitted if the date of initial application is before February 1, 2015.

The adoption of PFRS 9 will have an effect on the classification and measurement of the Company’s
financial assets and impairment methodology for financial assets, but will have no impact on the
classification and measurement of the Company’s financial liabilities.

The Company is currently assessing the impact of adopting this standard.

12
Basis of Consolidation
The interim condensed consolidated financial statements include the accounts of the Parent Company and
the following subsidiaries as at June 30, 2016:
June 30, 2016 December 31, 2015
MPIC Direct MPIC MPIC Direct MPIC
Place of Direct Interest of Effective Direct Interest of Effective
Name of Subsidiary Incorporation Principal Activity Interest Subsidiary Interest Interest Subsidiary Interest
(In %) (In %)
MPIC Subsidiaries
Metro Pacific Tollways Corporation (MPTC) Philippines Investment holding 99.9 – 99.9 99.9 – 99.9
Maynilad Water Holding Company, Inc. (MWHC) Philippines Investment holding 51.3 – 51.3 51.3 – 51.3
Metro Pacific Light Rail Corp. (MPLRC) Philippines Investment holding 100.0 – 100.0 100.0 – 100.0
Porrovia Corporation Philippines Investment holding 50.0 50.0 100.0 50.0 50.0 100.0
MetroPac Water Investments Corporation (MPWIC) Philippines Investment holding 100.0 – 100.0 100.0 – 100.0
Metro Pacific Hospital Holdings, Inc. (MPHHI) (a) Philippines Investment holding 85.6 – 85.6 85.6 – 85.6
MPIC-JGS Airport Holdings, Inc. (MPIC-JGS) (b) Philippines Investment holding 58.8 – 58.8 58.8 – 58.8
Fragrant Cedar Holdings, Inc. (FCHI) Philippines Real estate 100.0 – 100.0 100.0 – 100.0
Neo Oracle Holdings, Inc (NOHI) (c) Philippines Investment holding
and Real estate 96.6 – 96.6 96.6 – 96.6
MPIC Infrastructure Holdings Limited (MIHL) BVI Investment holding 100.0 – 100.0 100.0 – 100.0
Metro Global Green Waste, Inc. Philippines Investment holding 70.0 – 70.0 70.0 – 70.0
MetroPac Logistics Company, Inc. (MPLC) Philippines Investment holding 100.0 – 100.0 100.0 – 100.0

MPTC Subsidiaries
Metro Pacific Tollways Development Corporation
(MPTDC) Philippines Investment holding – 100.0 99.9 – 100.0 99.9
Cavitex Infrastructure Corporation (CIC) and
subsidiaries (d) Philippines Tollway operations – 100.0 99.9 – 100.0 99.9
Metro Strategic Infrastructure
Holdings, Inc. (MSIHI) (e) Philippines Investment holding – 97.0 96.9 – 57.0 95.6

MPTDC Subsidiaries
Manila North Tollways Corporation (MNTC) Philippines Tollway operations – 75.6 75.5 – 75.6 75.5
Collared Wren Holdings, Inc. (CWHI) Philippines Investment holding – 100.0 99.9 – 100.0 99.9
Larkwing Holdings, Inc. (LHI) Philippines Investment holding – 100.0 99.9 – 100.0 99.9
MPCALA Holdings, Inc. (MHI) (f) Philippines Investment holding – 51.0 99.9 – 51.0 99.9
Dormant Subsidiary
Luzon Tollways Corporation (LTC) Philippines Tollway operations – 100.0 99.9 – 100.0 99.9

MNTC Subsidiary
NLEX Ventures Corporation Philippines Service facilities
management – 100.0 75.5 – 100.0 75.5

MIHL Subsidiaries
MPT Asia (g) BVI Investment holding – 100.0 100.0 – 100.0 100.0
MPT Thailand (g) BVI Investment holding – 100.0 100.0 – 100.0 100.0
FPM Tollway (Thailand) Limited Hong Kong Investment holding – 100.0 100.0 – 100.0 100.0
AIF Toll Road Holdings (Thailand) Co., Ltd (AIF) Thailand Investment holding – 100.0 100.0 – 100.0 100.0

MWHC Subsidiary
Maynilad Water Services, Inc. (Maynilad) Philippines Water and sewerage
services 5.2 92.9 52.8 5.2 92.9 52.8

Maynilad Subsidiaries
Amayi Water Solutions, Inc. (AWSI) Philippines Water and sewerage
services – 100.0 52.8 – 100.0 52.8
Philippine Hydro, Inc. (PHI) Philippines Water and sewerage
services – 100.0 52.8 – 100.0 52.8

MPWIC Subsidiaries
MetroPac Cagayan De Oro, Inc. (MCDO) Philippines Water and sewerage
services – 100.0 100.0 – 100.0 100.0
MetroPac Iloilo Holdings Corp.(MILO) (h) Philippines Water and sewerage
services – 100.0 100.0 – – –
Eco-System Technologies International, Inc. (ESTII)(i) Philippines EPC and O&M
contractor – 65.0 65.0 – – –
(a)
MPHHI Subsidiaries
Riverside Medical Center, Inc (RMCI) Philippines Hospital operation – 78.0 66.7 – 78.0 66.7
East Manila Hospital Managers Corp. (EMHMC) Philippines Hospital operation – 100.0 85.6 – 100.0 85.6
Asian Hospital Inc. (AHI) Philippines Hospital operation – 85.6 73.3 – 85.6 73.3
Colinas Verdes Hospital Managers Corp. (CVHMC) Philippines Hospital operation – 100.0 85.6 – 100.0 85.6
Bumrungrad International Philippines Inc. (BIPI) Philippines Investment holding – 100.0 85.6 – 100.0 85.6
De Los Santos Medical Center Inc. (DLSMC) Philippines Hospital operation – 51.0 43.7 – 51.0 43.7
The Megaclinic, Inc. (Megaclinic) Philippines Clinic management – 51.0 43.7 – 51.0 43.7
Central Luzon Doctors’ Hospital, Inc. (CLDH) Philippines Hospital operation – 51.0 43.7 – 51.0 43.7
Metro Pacific Zamboanga Hospital Corp. (MPZHC) Philippines Hospital operation – 100.0 85.6 – 100.0 85.6
First Call 24/7 Corporation Philippines Telehealth operation – 100.0 85.6 – 100.0 85.6
Sacred Heart Hospital of Malolos Inc. (SHHM) (i) Philippines Hospital operation – 51.0 43.7 – – –

RMCI Subsidiary
Riverside College, Inc. (RCI) Philippines School operations – 100.0 66.7 – 100.0 66.7

CVHMC Subsidiary
Colinas Healthcare, Inc. Philippines Clinic management – 100.0 85.6 – 100.0 85.6

CLDH Subsidiary
Metro CLDH Cancer Center Corporation (j) Philippines Clinic management – 100.0 43.7 – – –

MPLRC Subsidiaries
Light Rail Manila Holdings Inc.(LRMH) Philippines Investment holding – 50.0 50.0 – 50.0 50.0
Light Rail Manila Corporation (LRMC) Philippines Rail operations – 55.0 55.0 – 55.0 55.0
Light Rail Manila Holdings 2, Inc. (LRMH2) (k) Philippines Investment holding – 50.0 50.0 – 50.0 50.0
Light Rail Manila Holdings 6, Inc. (LRMH6) (l) Philippines Investment holding – 50.0 50.0 – 50.0 50.0

13
June 30, 2016 December 31, 2015
MPIC Direct MPIC MPIC Direct MPIC
Place of Direct Interest of Effective Direct Interest of Effective
Name of Subsidiary Incorporation Principal Activity Interest Subsidiary Interest Interest Subsidiary Interest
(In %) (In %)

MPLC Subsidiary
MetroPac Movers, Inc. (MMI) (i) Philippines Warehousing/Logistics – 76.0 76.0 – 60.0 60.0
(b)
NOHI Subsidiaries
Operating Subsidiaries
First Pacific Bancshares Philippines, Inc. Philippines Investment holding – 100.0 96.6 – 100.0 96.6
Metro Pacific Management Services, Inc. Philippines Management services – 100.0 96.6 – 100.0 96.6
First Pacific Realty Partners Corporation (FPRPC) Philippines Investment holding – 50.0 48.3 – 50.0 48.3
Preoperating Subsidiary
Metro Tagaytay Land Co., Inc. (MTLCI) Philippines Real estate – 100.0 96.6 – 100.0 96.6
Dormant Subsidiaries
Pacific Plaza Towers Management Services, Inc. Philippines Management services – 100.0 96.6 – 100.0 96.6
Philippine International Paper Corporation Philippines Investment holding – 100.0 96.6 – 100.0 96.6
Pollux Realty Development Corporation Philippines Investment holding – 100.0 96.6 – 100.0 96.6
Metro Asia Link Holdings, Inc. (MALHI) Philippines Investment holding – 60.0 58.0 – 60.0 58.0
(a)
The non-controlling shareholder of MPHHI also holds an Exchangeable Bond issued by MPIC which can be exchanged into a 25.51% stake in MPHHI in the future, subject to certain
conditions. With the Exchangeable Bond, the non-controlling shareholder is entitled to 39.89% effective ownership interest in MPHHI. Prior to the entry of the non-controlling shareholder,
MPIC restructured its investments in the hospital companies by transferring all directly owned hospitals to MPHHI.
(b)
BOD of MPIC-JGS approved the shortening of the company’s corporate life to until February 15, 2016.
(c)
Formerly Metro Pacific Corporation (MPC). NOHI’s corporate life ended December 31, 2013 and is currently under the process of liquidation.
(d)
Interest in CIC is held through a Management Letter Agreement.
(e)
On June 16, 2016, MPTC acquired 40% ownership in MSIHI from NOHI.
(f)
MPCALA is owned by MPTDC at 51% and the remaining 49% owned equally by CWHI and LHI.
(g)
MPT Asia and MPT Thailand, formerly FPM Infrastructure Holdings Limited and FPM Tollway Holdings Limited, respectively.
(h)
Incorporated on January 8, 2016. See Note 27.
(i)
See Note 4.
(j)
Incorporated on May 25, 2016.
(k)
On November 19, 2014, MPIC and AC Infrastructure Holdings Corporation (AC Infra) incorporated LRMH2 to bid for the operation and maintenance contract of the
Light Rail Transit Line 2.
(l)
Incorporated on May 27, 2016 for the purpose of participating in the bidding for other rail projects in the country.

3. Operating Segment Information


The Company is organized into six major business segments based on services and products namely:
water, toll operations, power, healthcare, rail, logistics and others.

The power segment included the Company’s investment in Beacon Electric Asset Holdings, Inc. (Beacon
Electric) and Manila Electric Company (MERALCO). Beginning May 27, 2016, the power segment
included the Company’s investment in Global Business Power Corporation (GBPC) through Beacon
Electric’s wholly-owned entity, Beacon PowerGen Holdings Inc. (BPHI; see Note 9).

The logistics segment is a new segment beginning 2016. Although the logistics segment does not meet
the quantitative thresholds required by PFRS 8, Operating Segments, for reportable segments as this is a
relatively new business for the Company, management has concluded that this segment should be
reported. Following extensive study, MPIC has concluded there is merit in moving into logistics as there
is strong demand for logistics services and this sector, which is broadly unregulated, offers prospect for
attractive returns. On May 19, 2016, MetroPac Movers, Inc. (“MMI”), a subsidiary of MPIC, completed
the purchase of the businesses and assets (including certain contracts) of a group of companies providing
logistics services (see Note 4).

The Company’s chief operating decision maker continues to be comprised of the BOD.
Seasonality. The Company’s toll road operations are a seasonal business. Based on historical traffic in
the North Luzon Expressway (NLEX), Subic-Clark-Tarlac Expressway (SCTEX) and Manila-Cavite Toll
Expressway (CAVITEX), the month of January is slightly below the normal average due to the end of the
Christmas holidays. From February to May, traffic is above the normal average due to the summer
holiday, which is traditionally a peak season for travel. The months of June and August remain to have
the lowest seasonal factors due to the rainy season. Traffic is expected to improve from September until
November, while the month of December has the highest seasonal factor due to the Christmas holidays.

The Company’s water utilities business is also seasonal, with comparatively lower revenues during the
rainy season in the Philippines.

14
For the power distribution segment, electricity sales exhibit a degree of quarterly seasonality with the first
quarter having lower than the average electricity sales as this period is characterized by cooler
temperature and softer consumer demand following heightened consumer spending in the last quarter of
the year. The second quarter is marked by higher than average electricity sales. The fourth quarter
performance is about the average of the year.

The Company’s rail business is seasonal, with lower ridership during the second quarter of the year due to
summer holiday in schools. In addition to this, LRT 1 is also closed from Holy Thursday to Easter
Sunday, and this typically occurs in April or March.

Customer Tariffs. The Company’s results of operations are highly dependent on its ability to set and
collect adequate tariffs under its concession agreements with the Philippine Government for the Water,
Toll Operations, Rail and Power segments:

Maynilad
Under Maynilad’s concession agreement with the Philippine Government, Maynilad may request
tariff rate adjustments based on movements in the Philippine consumer price index, foreign exchange
currency differentials, a rate rebasing process scheduled to be conducted every five years (Rate
Rebasing) and certain extraordinary events. Any rate adjustment requires approval by Metropolitan
Water Sewerage System (MWSS) and the Regulatory Office (RO). Any tariff adjustments that are
not granted, in a timely manner, in full or at all, could have a material adverse effect on Maynilad’s
results of operations and financial condition.

For the Fourth Rate Rebasing Period, after a two-year delay in Maynilad’s water tariff for the rate
rebasing for the period from 2013 to 2017, Maynilad received a favorable award in its arbitration
proceedings on December 29, 2014 (Final Award). The new rate should result in a 9.8% increase in
the 2013 average basic water charge of P
=31.28 per cubic meter, inclusive of the P
=1.00 Currency
Exchange Rate Adjustment (CERA) which the MWSS has incorporated into the basic charge.
However, the MWSS refused to implement the Final Award notwithstanding Maynilad’s repeated
written demands for implementation.

On February 20, 2015, Maynilad wrote a letter to the Philippine Government, through the Department
of Finance (DOF), to call on the undertaking which the Republic of the Philippines (Republic) issued
in favor of Maynilad on July 31, 1997 and March 17, 2010. The undertaking provides, among other
things, that the Republic shall indemnify Maynilad in respect of any loss that is occasioned by a delay
caused by the Republic or any government-owned agency in implementing any increase in the
Standard Rates beyond the date for its implementation in accordance with the Concession Agreement.

Following the inaction of the Philippine Government represented by the DOF in response to
Maynilad’s request to compel MWSS to implement the Final Award, Maynilad wrote again a letter to
the Republic on March 9, 2015, through the DOF, to reiterate its demand against the undertaking.
The letters dated February 20 and March 9, 2015 are collectively referred to as the “Demand Letters.”
Maynilad demanded that it be paid, immediately and without further delay, the P =3.4 billion in revenue
losses that it had sustained as a direct result of the MWSS’ and the RO’s refusal to implement its
correct Rebasing Adjustment from January 1, 2013 (the commencement of the 4th Rate Rebasing
Period) to February 28, 2015.

On March 27, 2015, Maynilad served a Notice of Arbitration and Statement of Claim upon the
Republic, through the DOF. Maynilad gave notice and demanded that the Republic’s failure or
refusal to pay the amounts required under the Demand Letters be, pursuant to the terms of the
undertaking, referred to arbitration before a three-member panel appointed and conducting
proceedings in Singapore in accordance with the 1976 United Nations Commission on International
Trade Law (UNCITRAL) Arbitration Rules. The arbitration panel was constituted in 2015.

15
On February 17, 2016, Maynilad wrote again a letter to the Republic, through the DOF, to reiterate its
demand against the Undertaking and to update its claim in the amount of P=5.6 billion. On March 31,
2016, Maynilad filed its Amended Statement of Claim. On April 28, 2016, the Republic, through the
DOF, filed its Statement of Defense. As at August 3, 2016, the arbitration hearing has not yet started.

On July 25, 2015, Maynilad filed a Petition for Confirmation and Execution of the Final Award with
the Regional Trial Court of Quezon City. As at August 3, 2016, the parties have completed the
presentation of their respective evidences.

MNTC and CIC


MNTC and CIC derive substantially all of their revenues from toll collections from the users of the
toll roads. The concession agreements establish a toll rate formula and adjustment procedure for
setting the appropriate toll rate.

MPTC continues to await approval of toll rate adjustments on CAVITEX (an increase of 25% for R1
and 16% for R1 Extension) and for NLEX (an increase of 15%).

On August 26, 2015, for failure to implement toll rate adjustments, MNTC and CIC each filed notices
with the Toll Regulatory Board (TRB) and Department of Transportation and Communications
(DOTC) demanding settlement of the past due tariff increases amounting to P =2.44 billion and
=719.0 million based on the overdue toll rate adjustments as at July 31, 2015 for the NLEX and
P
CAVITEX, respectively.

In April 2016, MNTC and CIC each issued a Notice of Arbitration and Statement of Claim to the
Republic, through the TRB to obtain compensation amounting to approximately P =3 billion (for NLEX
as of December 31, 2015) and P =877 million (for CAVITEX as at March 27, 2016) for TRB’s inaction
on lawful toll rate adjustments which were due since January 1, 2013 (for NLEX) and January 1, 2012
(for CAVITEX).

In May 2016, TRB through Office of the Solicitor General (OSG) nominated their arbitrator for
NLEX and their preferred venue for arbitration. In a letter dated June 1, 2016, MNTC proposed that
the arbitration be held in Singapore which is the seat of arbitration that the Republic has chosen for its
various PPP projects, and proposed the Singapore International Arbitration Center as the Appointing
Authority. In a letter dated July 13, 2016, the Republic, acting by and through the OSG, stated that it
accepts Singapore as the venue of arbitration, but reiterated its previous proposal that a Philippine-
based institution/person be the Appointing Authority.

For the CAVITEX arbitration, Singapore was known as the venue of arbitration through a letter sent
by the OSG. CAVITEX is drafting a letter to the Permanent Court of Arbitration to name the
Appointing Authority. If approved by Permanent Court of Arbitration, arbitration panel chairman will
be appointed and the arbitration moves forward.

LRMC
LRMC derives substantially all of its revenues from farebox collections from the users of the LRT 1
rail system. LRMC can apply with the DOTC for a fare increase every 2 years, up to a maximum fare
increase of 10%. This translates to 5% per annum, which is meant to track inflation. If the approved
fare is different from the formula specified on the concession agreement, both the Philippine
Government and LRMC are obligated to substantially keep the other party whole, depending if the
actual fares represent a deficit or a surplus.

MERALCO
MERALCO was among the first entrants to the Performance-Based Regulation (PBR). Rate setting
under PBR is governed by the Rules for Setting Distribution Wheeling Rates (RDWR). The PBR
scheme sets tariffs based on the regulated asset base of the Distribution Utility (DU), and the required

16
operating and capital expenditures once every regulatory period (RP), to meet operational
performance and service level requirements responsive to the need for adequate, reliable and quality
power, efficient service, growth of all customer classes in the franchise area as approved by the
Energy Regulatory Commission (ERC). PBR also employs a mechanism that penalizes or rewards a
DU depending on its network and service performance. Rate filings and setting are done every RP
where one RP consists of four regulatory years. A regulatory year (RY) begins on July 1st and ends
on June 30th of the following year. The last year of MERALCO’s 3rd RP ended on June 30, 2015.
The 4th RP for Group “A” entrants commenced on July 1, 2015 and will end on June 30, 2019.
MERALCO is awaiting the release by the ERC of the final rules to govern the 4th RP. MERALCO is
evaluating its position and shall take the appropriate action upon the release of the final rules.

On June 11, 2015, MERALCO filed its application for the approval of its proposed Interim Average
Rate of P=1.3939 per kWh and translation thereof into rate tariffs by customer category. On
July 10, 2015, the ERC provisionally approved an Interim Average Rate of P =1.3810 per kWh and the
rate translation per customer class, which was reflected in the customer bills starting July 2015. On
January 7, 2016, MERALCO presented its first witness with the ERC. The next hearing for the
continuation of MERALCO’s presentation of its evidence is scheduled on August 12, 2016.

In the absence of the release by the ERC of the final rules to govern the filing of its 4th RP Reset
Application, and in anticipation of the network system requirements and possible effect of severe
weather conditions after June 30, 2015, MERALCO filed on February 9, 2015 an application for
approval of authority to implement its CAPEX program for RY 2016 (July 1, 2015 to June 30, 2016)
pursuant to Section 20(b) of Commonwealth Act No. 146, as amended, otherwise known as the Public
Service Act. On September 30, 2015, the parties completed the presentation of their evidence, and the
ERC required MERALCO to submit certain documents. In a decision dated April 12, 2016, the ERC
partially approved MERALCO’s CAPEX program for RY 2016 in the amount of P =15.47 billion,
subject to certain conditions.

MERALCO filed on March 8, 2016 an application for approval of authority to implement its CAPEX
program for RY 2017 (July 1, 2016 to June 30, 2017) pursuant to Section 20 (b) of Commonwealth Act
No. 146, as amended, otherwise known as the Public Service Act. Hearings on the application have
been completed. In an Order dated May 5, 2016, the ERC provisionally approved part of MERALCO’s
CAPEX program for RY2017. MERALCO is awaiting the final decision of the ERC.

MERALCO also files with the ERC its applications for over/under-recoveries of pass-through costs.
These consist mainly of differential generation, transmission and system loss charges technically
referred to as over/under-recoveries, which are refundable/recoverable from the customers, as allowed
by law.

Segment Performance. Segment performance continues to be evaluated based on: consolidated net
income for the period; earnings before interest, taxes and depreciation and amortization, or Core
EBITDA; Core EBITDA margin; and core income. Net income for the period is measured consistent with
consolidated net income in the consolidated financial statements.

There are no revenue transactions with a single customer that accounted for 10% or more of the
Company’s consolidated revenues and no material inter-segment revenue transactions for the six-month
periods ended June 30, 2016 and 2015. Except for the equity in net earnings recognized from the
Company’s investments in Don Muang Tollway Public Ltd (DMT) and CII Bridges and Roads Investment
Joint Stock Company (CII B&R) (see Note 9), all revenues of the Company were primarily derived from
within the Philippines.

17
The following table shows the reconciliations of the Company’s consolidated Core EBITDA to
consolidated net income for the six-month period ended June 30, 2016 and 2015.

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Consolidated Core EBITDA P
=13,089 =10,338
P
Depreciation and amortization (2,391) (2,075)
Consolidated EBIT 10,698 8,263
Adjustments to reconcile with consolidated net income:
Interest income 212 265
Share in net earnings of equity method investees 3,520 2,983
Interest expense (2,717) (2,331)
Non-recurring income (expenses) - net 799 (373)
Provision for income tax (2,589) (573)
Consolidated net income P
=9,923 =8,234
P

18
The following table presents revenue and profit information on operating segments for the six-month periods ended June 30, 2016 and 2015:
June 30, 2016 (Unaudited; in Millions)
Toll
Water Operations Healthcare Power Rail Logistics Others Consolidated
Total revenue from external sales P
=10,120 P
=5,946 P
=4,112 =−
P P
=1,478 P
=85 =−
P P
=21,741
Core EBITDA 7,508 3,503 1,007 1,215 357 19 (520) 13,089
Core EBITDA Margin 74% 59% 24% − 24% 22% − 60%
Core income (loss) 1,799 1,792 249 4,193 95 21 (1,505) 6,644
Non-recurring income (expense) 465 (75) (7) 148 2 − (197) 336
Segment income (loss) P
=2,264 P
=1,717 P
=242 P
=4,341 P
=97 21 (P
=1,702) P
=6,980
June 30, 2015 (Unaudited; in Millions)
Toll
Water Operations Healthcare Power Rail Others Consolidated
Total revenue from external sales P9,336
= =4,670
P =3,592
P =−
P =−
P =−
P =17,598
P
Core EBITDA 6,696 2,982 850 405 (52) (543) 10,338
Core EBITDA Margin 72% 64% 24% − − − 59%
Core income (loss) 2,418 1,355 187 2,937 (43) (970) 5,884
Non-recurring income (expense) (41) (60) 1 (125) (5) (91) (321)
Segment income (loss) =2,377
P =1,295
P =188
P =2,812
P (P
=48) (P
=1,061) =5,563
P

The following table presents segment assets and segment liabilities of the Company’s operating segments (in millions):
Toll Other Adjustments/
Water Operations Healthcare Power Rail Logistics Businesses Eliminations Consolidated
Segment assets P
=95,124 P
=67,111 P
=13,946 =−
P P
=8,039 P
=3,165 P
=6,231 P
=20,863 P
=214,479
Investments and Advances 338 10,660 2,935 111,738 782 − 150 − 126,603
Consolidated Total Assets as at
June 30, 2016 (Unaudited) P
=95,462 P
=77,771 P
=16,881 P
=111,738 P
=8,821 3,165 P
=6,381 P
=20,863 P
=341,082
Segment assets =93,138
P =65,389
P =13,398
P =−
P =7,531
P =−
P =6,972
P =19,550
P =205,978
P
Investments and Advances 251 10,738 2,841 81,467 753 − 152 − 96,202
Consolidated Total Assets as at
December 31, 2015 (Audited) =93,389
P =76,127
P =16,239
P =81,467
P =8,284
P − =7,124
P =19,550
P =302,180
P
Segment liabilities
As at June 30, 2016 (Unaudited)* P
=45,611 P
=48,924 P
=5,096 P
=16,764 P
=3,591 P
=91 P
=35,016 P
=25,841 P
=180,934
As at December 31, 2015 (Audited) =46,369
P =52,037
P =4,916
P =8,450
P =3,354
P =−
P =31,667
P =4,610
P =151,403
P
*Adjustments/Eliminations column included the Deposit for Future Stock Subscription (see Note 17)

19
4. Business Combinations and Acquisition of Non-controlling Interests

As at June 30, 2016 and December 31, 2015, goodwill from business combinations comprised of:

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Water:
MWHC/Maynilad P
=6,803 =6,803
P
ESTII 894 −
PHI 288 288
Toll operations:
MPTC 5,749 5,749
CIC 4,966 4,966
Healthcare:
CVHMC 234 234
AHI 192 192
RMCI 69 69
DLSMC 7 7
Logistics:
MMI 1,131 −
P
=20,333 =18,308
P

Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying amount may be impaired. During the interim period, no indicators of
impairment were noted that would trigger an impairment review.

Acquisitions during the six-month period ended June 30, 2016

Acquisition of common shares of Sacred Heart Hospital of Malolos Inc. (SHHM). On December 16,
2015, MPHHI signed an Investment Agreement with SHHM, a level 2 hospital located in the capital city
of Bulacan. Under the Agreement, MPHHI is investing P =150.0 million in SHHM, for a 51% ownership.
Proceeds of the investment will fund the expansion of SHHM’s infrastructure to increase patient beds and
to acquire various medical equipment. This investment transaction was completed on March 7, 2016.

MPHHI acquired SHHM as part of its strategy to grow its portfolio and increase the MPHHI’s total bed
capacity and be the largest private hospital group in the Philippines. The acquisition has been accounted
for using the acquisition method.

The provisional fair values of the identifiable assets and liabilities of SHHM as at the date of acquisition:

Provisional
Values
Recognized on
Acquisition
(In Millions)
Assets
Cash and cash equivalents =165
P
Receivables 31
Other current assets 14
Property and equipment 135
Other noncurrent assets 10
=355
P

20
Provisional
Values
Recognized on
Acquisition
Liabilities
Accounts payable and accrued expenses =46
P
Other current liabilities 9
Other noncurrent liabilities 6
61
Total identifiable net assets at fair value 294
Non-controlling interest (49% at MPHHI level) (144)
Consideration transferred =150
P

Net cash inflow on acquisition is as follows:

Amount
(In Millions)
Cash acquired with the subsidiary(a) =165
P
Total cash paid on acquisition (150)
Net cash inflow =15
P
(a)Cash acquired with the subsidiary is included in cash flows from investing activities.

The fair value of the property and equipment is provisional pending receipt of the final valuations for
those assets. The fair value and gross amount of the trade receivables amounted to P =31 million and
=36 million, respectively. The difference between the fair value and the gross amount of the receivables
P
represents the portion expected to be uncollectible.

The non-controlling interest has been recognized as a proportion of net assets acquired.

From the date of acquisition, SHHM has contributed P =72.9 million to the consolidated revenue and
=5.7 million to the consolidated net income of the Company. If the combination had taken place at the
P
beginning of the year, its contributions to the consolidated revenue and consolidated net income would
have been P=108.3 million and P =11.0 million, respectively, for the six-month period ended June 30, 2016.

Total transaction costs, included as “General and administrative expense” amounted to P


=1.6 million.

MMI’s acquisition of group of assets. On May 19, 2016, MMI completed the purchase of the businesses
and assets (including certain contracts) of Basic Logistics Inc., A1Move Logistics, Inc., Philflash
Logistics, Inc. and BasicLog Trade and Marketing Enterprises (Sellers), all of which are involved in the
logistics business.

The transaction involves the acquisition by MMI of the logistics businesses and assets (including certain
contracts) of the Sellers for a total purchase price consideration of P
=2,168.3 million, inclusive of
applicable value-added taxes. After the completion of the transaction, a separate company that will be
designated by the Sellers will acquire twenty four percent (24%) of the outstanding capital stock of MMI.

MMI will expand its logistics business utilizing the assets and businesses initially acquired from the
Sellers.

The transaction was carried out through an asset purchase agreement involving, among others: (a) the
sale by the Sellers of identified logistics assets, (b) the novation of certain key contracts of the Sellers with
their respective clients, (c) the execution of new contracts required to ensure continued operations of the
business under MMI, and (d) the transfer of certain key officers and employees of the Sellers to MMI.

21
The acquisition of the assets has been accounted for using the acquisition method. The provisional fair
values of the assets acquired as at the date of acquisition:

Provisional
Values
Recognized on
Acquisition
(In Millions)
Property and equipment =705
P
Intangible assets 100
Total identifiable net assets at fair value 805
Provisional goodwill (at MMI level) 1,131
Total acquisition cost 1,936
Applicable Input VAT 232
Total purchase price consideration, inclusive of Input VAT =2,168
P

The net assets recognized in the interim consolidated financial statements were based on a provisional
assessment of their fair value while the Company sought an independent valuation for the intangible
assets and other assets acquired. The intangible assets comprise of customer contracts that were
assigned/transferred by the Sellers to MMI. The valuation had not been completed by the date the interim
financial statements were approved for issue by the BOD.

The goodwill comprises the value of expected synergies arising from the acquisition and a customer list,
which is not separately recognized. Based on assessment, the customer list is not separable and therefore,
it does not meet the criteria for recognition as an intangible asset under PAS 38. None of the goodwill
recognized is expected to be deductible for income tax purposes.

Providing pro-forma information on the revenue and net income (as if the acquisition date was as at
January 1, 2016) was deemed impracticable considering that the group of assets was purchased from
various sellers.

Acquisition of common shares of Eco-System Technologies International, Inc. (ESTII). On June 16, 2016,
MPWIC completed the acquisition of 65% of the outstanding capital stock of Eco-System Technologies
International, Inc. (ESTII). ESTII is engaged in the business of designing, supplying, constructing,
installing, and operating and maintaining wastewater and sewage treatment plant facilities. The
transaction allows MPIC, through MPWIC, to diversify its water sector investment holdings and invest in
the high growth wastewater EPC and O&M markets.

ESTII has a leading market position in the Philippine wastewater industry and has a valuable client base
comprised of major mall, office, commercial and residential property developers, hotels and resorts,
hospitals and industrial facilities.

The acquisition comprises of the purchase of 12,000,000 Class A common shares from Eco-System
Technologies, Inc. (ESTI) representing 60% of total outstanding capital stock of ESTII, at a consideration
of P
=141.67 per Class A common share, and subscription to 1,000,000 Class C common shares
representing 5% of total outstanding capital stock of ESTII, at a consideration of P
=100.00 per Class C
common share.

22
On June 16, 2016, MPWIC invested the amount of P=100.0 million for the subscription to 1,000,000
Class C common shares while the purchase of 12,000,000 Class A common shares shall be paid in three
(3) tranches:

 On June 16, 2016, MPWIC paid the amount of P =1.0 billion;


 Upon submission of the Philippine Contractors Accreditation Board (PCAB) license of ESTII,
MPWIC shall pay the amount of P =500.0 million; and
 Upon submission of the Certificate Authorizing Registration (CAR) for the transfer of shares
from ESTI to MPWIC, MPWIC shall pay P =200.0 million.

As at June 30, 2016, ESTI has yet to submit the PCAB license and the CAR and as such, P =700.0 million
of the total consideration for the Class A common shares is still payable to ESTI and is included in the
‘accounts payable and other current liabilities’ account in the consolidated financial statements.

The acquisition has been accounted for using the acquisition method. The provisional fair values of the
identifiable assets and liabilities of ESTII as at the date of acquisition:

Provisional
Values
Recognized on
Acquisition
(In Millions)
Assets
Cash =99
P
Inventories 36
Input VAT 139
Intangible assets 1,121
Total identifiable net assets at fair value 1,395
Non-controlling interest (35% at MPWIC level) (489)
Goodwill arising on acquisition 894
Consideration transferred =1,800
P

Net cash outflow on acquisition is as follows:

Amount
(In Millions)
Cash acquired with the subsidiary(a) =99
P
Total cash paid on acquisition (June 16, 2016) (1,100)
Net cash outflow (P
=1,001)
(a)Cash acquired with the subsidiary is included in cash flows from investing activities.

The net assets recognized in the interim consolidated financial statements were based on a provisional
assessment of their fair value while the Company sought an independent valuation for the intangible
assets and other assets acquired. The intangible assets comprise of customer contracts and license to
intellectual property rights over patents and utility models. The valuation had not been completed by the
date the interim consolidated financial statements were approved for issue by the BOD.

The goodwill comprises the value of expected synergies arising from the acquisition. None of the
goodwill recognized is expected to be deductible for income tax purposes.

As ESTII was incorporated by ESTI only on May 12, 2016, the Company did not provide any pro-forma
information on the revenue and net income as though the acquisition date was as at January 1, 2016.

Total transaction costs, included as “General and administrative expense” amounted to P


=6.6 million.

23
Acquisitions during the six-month period ended June 30, 2015

Lease Contract with Western Mindanao Medical Center, Inc. (WMMCI). MPHHI formed a wholly-
owned subsidiary, MPZHC, which signed on March 27, 2015 a long term lease of the land, buildings and
equipment of WMMCI, a hospital with a 25-year history of service in Zamboanga. This is in line with the
Company’s continuous plan to expand its hospital portfolio. The effectivity of the lease was on
June 1, 2015 with MPZHC doing business under the name of West Metro Medical Center.

The lease agreement qualified as business combination where the identifiable assets consist of property
use rights for the use of existing land and building over the term of the lease of twenty (20) years.

The net assets recognized in the December 31, 2015 consolidated financial statements were based on a
provisional assessment of fair value while MPHHI sought an independent valuation for the assets of the
acquired business. The valuation had not been completed by the date the 2015 consolidated financial
statements were approved for issue by the BOD.

In June 2016, the valuation was completed and there were no differences between the provisional and
final fair value of the assets and liabilities. As at acquisition date, provisional and final fair value of the
identifiable asset acquired consisting of property use rights amounted to P =28.8 million while the purchase
consideration comprises of the present value of the lease payable which amounted to P =28.8 million as
well.

From effectivity of the lease to December 31, 2015, MPZHC’s revenues and net loss from operations
amounted to P=41.8 million and P =8.9 million, respectively. If the lease agreement had commenced at the
beginning of 2015, contributions to the consolidated revenue and consolidated net income would have
been P
=65.0 million of revenue and P =25.0 million of net loss from operations for the year ended
December 31, 2015.

Acquisition of Non-Controlling Interest in RMCI


In March 2015, MPHHI acquired an additional 12.4% equity ownership in RMCI for a total consideration
of P
=92.5 million.

In June 2015, MPHHI, through a rights offer, subscribed to an additional 209,802 shares out of the
230,413 new RMCI shares at P =1,736 per share. MPHHI subscribed more than its allocated shares by
48,743 shares equivalent to P
=84.6 million subscription price. This subscription further increased
MPHHI’s equity ownership in RMCI by 8.1%.

The above transactions increased MPHHI’s effective ownership in RMCI from 57.5% to 78.0%
(representing increase of 20.5%) and was accounted for as an equity transaction with the net premium of
=6 million recognized in equity. The net premium represents the difference between the carrying value of
P
the additional interest acquired and the total consideration paid.

(In Millions)
Cash consideration paid P177
=
RMCI’s net assets acquired (20.5%) (171)
Difference recognized in equity reserve at MPHHI =6
P

Difference recognized in equity reserve at MPIC consolidated level =4


P

24
5. Cash and Cash Equivalents, Short-term Deposits and Restricted Cash

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Cash and cash equivalents P
=16,280 P
=16,469
Short-term deposits 4,249 7,467
P
=20,529 =23,936
P

For the purpose of the interim consolidated statement of cash flows for the six months ended
June 30, 2016 and 2015, details of cash and cash equivalents:

June 30, June 30,


2016 2015
(Unaudited)
(In Millions)
Cash on hand and in banks P
=3,245 =3,276
P
Short-term deposits that qualify as cash
equivalents 13,035 15,333
P
=16,280 =18,609
P

Restricted Cash. Restricted cash classified as part of current assets pertains to sinking fund or debt
service account (DSA) representing amounts set aside for semi-annual principal and interest payments of
certain long-term debt. This DSA is maintained and replenished in accordance with the provision of the
loan agreements (See Note 14).

Restricted cash classified as noncurrent asset and shown separately in the consolidated statements of
financial position pertains to cash held in escrow account in relation with the construction contract for the
NLEX Segment 10 (see Note 10).

6. Receivables
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Trade receivables P
=4,337 =3,737
P
Dividend receivable 1,224 280
Advances to customers 171 233
Advances to Department of Public Works
and Highways (DPWH) 222 203
Notes receivable 188 150
Advances to affiliates 103 103
Advances to officers and employees 105 82
Accrued interest receivables 137 58
Others 507 588
6,994 5,434
Less allowance for doubtful accounts 792 848
6,202 4,586
Less current portion 6,145 4,441
Noncurrent portion P
=57 =145
P

25
Trade receivables mainly include receivables from customers arising from:
 Water, sewerage services and bulk water supply, which receivables are non-interest bearing and
generally have 60-day term;
 Health care services, which the Company generally provides a 30-day credit term to its selfpay,
Health Maintenance Organizations, international insurance, PhilHealth and corporate accounts;
and
 Logistic services, which receivables are non-interest bearing and generally have 30-day term.

Trade receivables also included due from Easytrip Services Corporation (ESC), a joint venture of MPTC
(see Note 9) amounting to P=515 million. Pursuant to the Service Agreement, amounts due from ESC
arising from the use of Easytrip tags in the NLEX shall be remitted by ESC to the designated MNTC bank
accounts within seven (7) days immediately following the date when any vehicle using the Easytrip tags
pass through the electronic payment lane of the NLEX.

Dividend receivable as at June 30, 2016 included MPIC’s share of the dividends declared by Beacon
Electric on the preferred shares (see Notes 9 and 23). Such dividends were distributed on July 29, 2016.

7. Other Current Assets

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Advances to contractors and consultants P
=1,571 =1,108
P
Input VAT 1,328 999
Creditable withholding taxes 580 565
Inventories - at cost 553 550
Prepaid expenses 236 212
Real estate for sale - at lower of cost or NRV 135 135
Available-for-sale (AFS) financial
assets (see Note 8) 35 235
Deposits for LTIP (see Note 12) ‒ 373
Miscellaneous deposits and others 171 124
4,609 4,301
Less allowance for decline in value 335 363
P
=4,274 =3,938
P

The “allowance for decline in value” substantially represents provision for impairment of portions of
creditable withholding taxes expected not to be utilized.

26
8. AFS Financial Assets
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Shares of stock:
Listed P
=18 P
=18
Unlisted 521 521
Unit Investment Trust Fund (UITF) 2,741 1,378
Investment in bonds and notes 1,609 1,714
4,889 3,631
Less: UITFs presented as short term
deposits (see Note 5) 2,741 1,378
Current portion (see Note 7) 35 235
Noncurrent portion P
=2,113 P
=2,018

The movements in the AFS financial assets are as follows:


June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Balance at beginning of year P
=3,631 P7,503
=
Additions 4,848 17,801
Disposal and maturity (3,656) (21,592)
Unrealized changes in fair value 66 (81)
Balance at end of the period P
=4,889 =3,631
P

For the six-month period ended June 30, 2016, the increase in AFS financial asset is attributable to the
increase in UITF.

9. Investments and Advances

The associates and joint ventures of the Company are as follows:

Ownership Interest in %
Place of June December
Incorporation Principal Activities 30, 2016 31, 2015
Associates:
Manila Water Consortium Inc. (MWCI) Philippines Investment holding/ Water 39.0 39.0
EquiPacific HoldCo Inc. (EHI) Philippines Investment holding/ Water 30.0 30.0
Watergy Business Solutions, Inc. (WBSI) Philippines Investment holding/ Water 49.0 49.0
Tollways Management Corporation (TMC) Philippines Tollways 46.0 46.0
Don Muang Tollway Public Ltd (DMT) Thailand Tollways 29.5 29.5
CII Bridges and Roads Investment Joint Stock
Company (CII B&R) Vietnam Tollways 44.9 44.9
Davao Doctors Hospital, Inc. (DDH) (a) Philippines Hospital operation 35.2 35.2
Medical Doctors Inc. (MDI) (a) Philippines Hospital operation 33.2 33.1
Manila Medical Services, Inc. (MMSI) Philippines Hospital operation 20.0 20.0
MERALCO (d) Philippines Power distribution 41.2 32.5
GBPC (d) Philippines Power generation 42.0 ‒
Operator of contactless
AF Payments Inc. (AFPI) Philippines payment system 20.0 20.0
Management and IT
Indra Philippines, Inc. (Indra Philippines) Philippines consultancy 25.0 25.0
First Gen Northern Energy Corp. (FGNEC) (b) Philippines (see footnote below) 33.3 33.3

27
Ownership Interest in %
Place of June December
Incorporation Principal Activities 30, 2016 31, 2015
Costa De Madera (c) Philippines Real estate 62.0 62.0
Metro Pacific Land Holdings, Inc. Philippines Real estate 49.0 49.0
Joint Venture:
Easytrip Services Corporation (ESC) Philippines ETC system provider 50.0 50.0
Beacon Electric (d) Philippines Investment holding 75.0 50.0

(a)
Ownership interest at MPHHI level. On a fully diluted basis, MPIC’s effective ownership interest in DDH and MDI at 21.2% and 19.9%,
respectively (see Notes 2 and 27).
(b)
BOD of FGNEC approved the shortening of the corporate life of FGNEC to until December 31, 2016.
(c)
Not consolidated as control rests with the other shareholders.
(d)
Investment in MERALCO as at June 30, 2016 comprises of 15% direct interest and 26.2% effective interest through Beacon Electric.
Investment in GBPC as at June 30, 2016 comprises of 42% effective interest through Beacon Electric’s wholly owned entity, BPHI.

The account “Investments and advances” consist of the following components:

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Equity method investees:
Associates P
=54,565 =54,658
P
Joint venture 50,660 29,215
105,225 83,873
Investment in Beacon Electric’s preferred shares
classified as AFS investments 20,622 11,573
Advances to Beacon Electric 756 756
P
=126,603 =96,202
P

Movements in the “Equity method investees”:

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Acquisition costs
Balance at beginning of year P
=79,419 =48,562
P
Additions during the period:
Beacon electric 19,582 −
MERALCO (direct interest) − 26,156
Others 172 4,935
Disposal and others − (234)
Balance at end of the period 99,173 79,419
Accumulated equity in net earnings
Balance at beginning of year 4,525 4,118
Share in net earnings for the period:
MERALCO (direct interest) 1,551 2,209
Beacon electric 1,575 1,765
Others 396 1,040
Dividends:
MERALCO (direct interest) (1,961) (1,621)
Beacon electric (see Note 16) − (2,140)
Others (553) (846)
Balance at end of the period 5,533 4,525

28
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Accumulated share in the investees’ other
comprehensive income (OCI)
Balance at beginning of year 439 840
Share in investees’ OCI during the period 590 (401)
Total 1,029 439
Less allowance for impairment loss
Balance at beginning of year 510 674
Disposal and others − (164)
Total 510 510
P
=105,225 =83,873
P

Additional investments for the six-month period ended June 30, 2016

Investment in Beacon Electric. In May 2016, MPIC increased its investment in Beacon Electric in
relation to the following transactions:

 Beacon Electric’s acquisition of GBPC. MPIC and PCEV, Beacon Electric’s shareholders, each
entered into separate Subscription Agreements with Beacon Electric for the total subscription of
554,675,120 Class B preferred stocks at a total subscription price of P=7.0 billion. MPIC’s share
=3.5 billion, is included under ‘Investment in Beacon
of the total subscription price amounting to P
Electric’s preferred shares classified as AFS investments’.

Beacon Electric used internal cash flows and the proceeds of the above subscription to infuse
capital into Beacon PowerGen Holdings Inc. (BPHI), its wholly owned entity, for the acquisition
of 56% of the ordinary and issued capital of GBPC.

On May 27, 2016, BPHI entered into a Share Purchase Agreement with GTCHI to acquire an
aggregate 56% of the ordinary and issued share capital of GBPC for an aggregate consideration of
=22.06 billion. The consideration was settled as to P
P =11.03 billion in cash on closing and the
balance via a vendor financing facility, which will be replaced with long-term bank debt within
ninety (90) days from closing date of May 27, 2016.

GBPC is a holding company that, through its subsidiaries, is a leading power producer in the
Visayas Region and Mindoro Island, with nine power generation facilities across the Visayas and
Mindoro Island.

 Acquisition by MPIC from PCEV of common and preferred shares of stock in Beacon Electric.
On May 30, 2016, MPIC entered into an agreement with PCEV for the purchase by MPIC from
PCEV of: (a) 645,756,250 common shares constituting 25% of the outstanding common shares of
Beacon Electric at a price of P=31.612 per share, and (b) 458,370,086 preferred shares constituting
25% of the total economic rights on the outstanding preferred shares of Beacon Electric at a price
of P=12.62 per share. The total consideration of P =26.2 billion shall be paid as follows:
(a) P
=17.0 billion payable immediately, (b) P =2.0 billion in June 2017, (c) P=2.0 billion in June 2018,
(d) P=2.0 billion in June 2019, and (e) P
=3.2 billion in June 2020. In consideration of the agreement
of PCEV to receiving the purchase price on installments, MPIC agrees that for as long as:
(i) PCEV owns at least 20% of the outstanding capital stock of Beacon Electric, or (ii) the
purchase price has not been fully paid by MPIC, PCEV shall retain its right to vote 50% of the
outstanding capital stock of Beacon Electric.

29
As at June 30, 2016, MPIC has paid P =17.0 billion of the total consideration while the remaining
amount due to PCEV of P =9.2 billion (nominal amount) was recognized at its net present value of
=8.2 billion and is included in the ‘due to related parties’ account (see Note 16).
P

As a result of the above mentioned transaction, the carrying values and fair values of the
MERALCO shares held indirectly through Beacon Electric and held directly by the Parent
Company are as follows:

Effective
Ownership
Interest in Carrying Fair
MERALCO (in %) Value Value
(In Millions)
As at June 30, 2016 Indirect* 26.22 P
=65,494 P
=92,654
Direct 15.00 39,818 53,002
As at December 31, 2015 Indirect* 17.48 =43,916
P =62,793
P
Direct 15.00 40,039 53,881
* Represents MPIC’s proportionate share in Beacon Electric’s investment in MERALCO (using equity method and
at fair value), which include MPIC’s proportionate share in subsumed goodwill at approximately =
P 42 billion as at
June 30, 2016 and = P 28 billion as at December 31, 2015.

Beacon Electric’s Long Term Debt


The following facilities entered into by Beacon Electric are secured by a pledge over MERALCO shares
held by it and are not guaranteed by the Parent Company. As Beacon Electric is accounted for at equity
method, these facilities are not included in Company’s consolidated debt.

Interest Rate June 30, December


Description (per annum) Terms 2016 31, 2015
(In Millions)
=
P 11,000.0 Million Fixed Corporate Notes
 P=4,000.0 million (1st Tranche) 8.00% Availed of beginning 2011; P
=3,300 =3,480
P
payable in 10 years with
 P
=7,000.0 million (2nd Tranche) 7.09% semi-annual interest and 5,775 6,090
principal repayments; final
repayment in May 2021

=2,950.0 million (Tranche A of the


P 6.00% Availed of in 2013; payable
=
P 9,000.0 Million Corporate Notes) in 10 years payable with
semi-annual interest and
principal repayments; final
repayment in
July 2023 2,744 2,803
Total 11,819 12,373
Less unamortized debt issue cost 101 113
11,718 12,260
Less current portion (net of unamortized debt issue cost) 1,140 1,084
Noncurrent portion P
=10,578 =11,176
P

Investment in Beacon Electric’s preferred shares classified as AFS investments


The Company owns 75% and 50% of the Beacon Electric’s issued preferred shares as at June 30, 2016
and December 31, 2015, respectively. The increase in investment in preferred shares resulted from
MPIC’s subscription of Class B preferred stocks and MPIC’s acquisition of 25% of preferred stocks
owned by PCEV (see discussion above).

For the six-month periods ended June 30, 2016 and 2015, the Parent Company’s dividend income from
Beacon Electric’s preferred shares amounted to P
=1,215.2 million and P
=405.1 million, respectively (see
Note 23).

30
10. Service Concession Assets and Service Concession Fees Payable
Service Concession Assets
The movements in the service concession assets are as follow:

As at June 30, 2016


(Unaudited)
Toll
Water operations Rail Total
(In Millions)
Cost:
Balances at January 1, 2016 P
=92,484 P
=59,165 P
=5,630 P
=157,279
Additions 3,429 2,338 436 6,203
Capitalized borrowing cost ‒ 587 123 710
Balances at June 30, 2016 P
=95,913 P
=62,090 P
=6,189 P
=164,192
Accumulated amortization:
Balances at January 1, 2016 P
=16,668 P
=4,851 ‒ P
=21,519
Additions 1,316 473 ‒ 1,789
Balances at June 30, 2016 17,984 5,324 ‒ 23,308
P
=77,929 P
=56,766 P
=6,189 P
=140,884

For the six-month period ended June 30, 2016, additions to the service concession asset includes:

Water. Maynilad’s costs of rehabilitation works and additional constructions.

Toll operations. The on-going construction of Segment 10, rehabilitation of the SCTEX, NLEX road-
widening project and pre-construction costs of Segment 8.2 of Phase II of the NLEX and pre-construction
costs of CALAX.

Rail. Costs of rehabilitation works, acquisition of rails and consultancy cost for LRT1 Extension project.

Service Concession Fees Payable


The movements in the service concession fees payable are as follow:

As at June 30, 2016


(Unaudited)
Toll
Water operations Rail Total
(In Millions)
Balances at January 1, 2016 P
=7,571 P
=15,355 P
=2,827 P
=25,753
Foreign exchange differential 13 − − 13
Interest accretion 295 418 88 801
Payment (674) − − (674)
7,205 15,773 2,915 25,893
Less current portion 464 − − 464
Balances at June 30, 2016 P
=6,741 P
=15,773 P
=2,915 P
=25,429

Water. Concession fees relating to Maynilad’s service concession agreement are denominated in various
currencies. These are payable monthly following an amortization table up to the end of the concession period
and are non-interest bearing.

Toll operations. Service concession fees payable comprises of the present value of the service concession fee
payable relating to the CALAX Project. The nominal amount of the concession fee payable amounting to

31
P21.8 billion is payable beginning on the 5th year (2020) over a period of 9 years from July 10, 2015 which is
=
the signing date of the concession agreement. Interest accretion is capitalized as part of the capitalized
borrowing cost included in the “Service concession asset” account.

Rail. Service concession fee payable comprises of present value of the service concession fee payable
relating to the LRT 1 Project. The nominal amount of the concession fee payable amounting to P =7.5 billion,
inclusive of VAT, is payable in equal quarterly instalments over the concession period with the first payment
on the fifth anniversary of the Effective Date (September 12, 2015 as the Effective Date). Settlement of the
concession fee is through the quarterly balancing payment mechanism reflecting netting of payments due to
Grantors against receivable from Grantors. Interest accretion is capitalized as part of the capitalized
borrowing cost included in the “Service concession asset” account.

11. Other Noncurrent Assets

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Intangible assets arising from business
combination (see Note 4) P
=1,221 =−
P
Deferred project costs (a) 1,147 873
Long-term cash and other deposits 734 694
Deferred tax assets (b) 530 1,242
Deferred FCDA charges 322 279
Advances to contractors and consultants 226 174
Sinking fund 166 157
Basketball franchise 100 100
Pension asset 41 46
Others 326 335
P
=4,813 =3,900
P

a. Costs directly attributable to the acquisition of a service concession are recorded as “Deferred project
costs” until commencement of the concession term, whereupon the costs are transferred to either
“Service concession asset” or “Financial asset” depending if the concession arrangement is under an
intangible asset or financial asset model, respectively.

b. The reduction in deferred tax asset and deferred tax liability resulted from Maynilad’s remeasurement
of the deferred taxes using Optional Standard Deduction (OSD) from itemized deduction.

In previous years, Maynilad measured deferred tax using the itemized deduction method based on
conditions existing at that time of issuance of the consolidated financial statements. The related
deferred tax liability recorded at the consolidated level arising from acquisition accounting was
measured as well using itemized deduction. Maynilad made a continuous review of the income tax
computation as its income tax holiday ended in December 2015 and as interpretations of the OSD
provisions became more definitive.

Based on review of projected gross margin and net income, the applicable tax rate for the expected
recovery and settlement of the deferred taxes is at the effective tax rate of 18% using OSD. The
remeasurement resulted to the reduction of both the acquisition accounting deferred tax liability and
Maynilad’s deferred tax asset amounting to P =1,522.7 million and P=487.8 million, respectively,
recognized in the profit or loss for the six-month period ended June 30, 2016.

32
On December 18, 2008, the Bureau of Internal Revenue (BIR) issued Revenue Regulation No. 16-
2008 which implemented the provisions of Republic Act 9504, or R.A. 9504 on OSD. While the
regular corporate income tax remains to be at 30%, as provided by law, corporations may elect a
standard deduction in an amount equivalent to 40% of gross income in lieu of the itemized allowed
deductions. The use of OSD, thus, results to an effective tax rate of 18%. Moreover, unlike itemized
deductions, the 40% standard deduction does not require substantiation.

12. Accounts Payable and Other Current Liabilities

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Trade and accounts payables P
=4,534 =4,944
P
Accrued construction costs 3,671 3,125
Accrued expenses 1,359 1,295
Accrued personnel costs 1,195 1,114
Accrued outside services and professional fees 988 848
Payable to ESTII (see Note 4) 700 ‒
Interest and other financing charges 688 743
Withholding taxes payable 159 218
Accrued PNCC and BCDA fees 385 48
Retention payable 276 272
Output taxes payable 188 177
Lease payable – current portion (a) 71 66
Dividends payable 69 424
LTIP payable (b) ‒ 1,044
Others 501 439
P
=14,784 =14,757
P

a. Lease payable represents present value of future minimum lease payments relating to the lease
agreements entered into by EMHMC, CVHMC and MPZHC, which lease agreements qualify as
business combinations. The lease payable was initially determined at acquisition date and
subsequently adjusted for payments and accretion. The noncurrent portion of the lease payable is
included in the “Other Long-term Liabilities” account (see Note 15).

b. Certain of the Company’s employees are eligible for long-term employee benefits under a long-term
incentive plan (LTIP). The current liability on the LTIP as at December 31, 2015 comprises of MPIC,
and MPHHI’s LTIP performance cycle covering 2013 to 2015 which was substantially paid out in
March 2016.

33
13. Provisions

Movements in this account follow:


June 30, 2016
(Unaudited)
Warranties
and Heavy Other
Guarantees Maintenance Provisions Total
(In Millions)
Balance at the beginning of year P
=489 P
=354 P
=4,895 P
=5,738
Additions and accretion − 74 − 74
Payment and other adjustments − (23) (437) (460)
489 405 4,458 5,352
Less current portion 489 105 4,446 5,040
Noncurrent portion =−
P P
=300 P
=12 P
=312

Other provisions consist of estimated liabilities for losses on claims by third parties. The information
usually required by PAS 37 is not disclosed as it may prejudice the Company’s negotiation with third
parties.

14. Long-term Debt

Long-term debt as of June 30, 2016 consist of the following:

December 31,
June 30, 2016 2015
(Unaudited) (Audited)
Long-term
Loans Bonds Total Total
(In Millions)
MPIC P
=31,036 =−
P P=31,036 =29,793
P
MWHC and subsidiaries 24,981 − 24,981 25,193
MPTC and subsidiaries 22,606 6,957 29,563 29,747
AIF 2,167 − 2,167 2,393
AHI 443 − 443 577
MPLRC and subsidiaries 513 − 513 −
Others 399 − 399 328
82,145 6,957 89,102 88,031
Less unamortized debt issue cost 824 58 882 449
81,321 6,899 88,220 87,582
Less current portion of long-term debt - net of
unamortized debt issue cost 3,486 − 3,486 4,149
Noncurrent portion P
=77,835 P
=6,899 P
=84,734 =83,433
P

MPIC
On April 14, 2015, MPIC entered into separate agreements to secure loan facilities in the aggregate
amount of P=25.0 billion (P
=25.0 Billion Facility). As at December 31, 2015, MPIC had drawn P =23.5 billion
from the facility. The undrawn amount for this facility as at December 31, 2015 amounting to P=1.5 billion
was fully drawn on March 14, 2016:
 P750.0 million from the =
= P10 billion facility from Bank of the Philippine Islands, with the drawn
amount subject to a fixed interest rate of 6.2283% per annum; and

34
 P750.0 million from the =
= P10 billion facility from Philippine National Bank, with the drawn amount
subject to a fixed interest rate of 5.7233% per annum for the first five years.

On December 1, 2015, MPIC entered into separate agreements to secure loan facilities in the aggregate
amount of P=16.5 billion, proceeds of which will be used by MPIC to finance its investment in various
projects and for other general corporate purposes. Specifically, these agreements relate to:
 a 10–year fixed-rate term loan of P =10.0 billion from BDO Unibank, Inc.; and
 a 10–year fixed-rate term loan of P =6.5 billion from China Banking Corporation.

These facilities, which are undrawn as at June 30, 2016, are available up to December 1, 2016. On July
29, 2016, MPIC made a drawdown from the BDO facility amounting to P =6.0 billion. The drawn amount
is subject to an interest rate of 5.0% per annum.

MWHC and Subsidiaries


The World Bank (WB), through the Metro Manila Wastewater Management Project (MWMP), provided a
US$275 million loan to the Land Bank of the Philippines (LBP) for relending to Maynilad and the
concessionaire for the east service area, Manila Water Company, Inc. The loan was divided equally
between these two concessionaires. The MWMP is intended to finance investments in wastewater
collection and treatment, and septage management in Metro Manila. Cumulative drawn amount as at
June 30, 2016 and December 31, 2015 amounted to US$56.3 million and US$42.9 million, respectively.
As at June 30, 2016, the undrawn amount from this facility amounting to US$81.2 million out of
Maynilad’s share of US$137.5 million from the facility, is available until June 30, 2017.

On May 27, 2016, MWSS entered into a loan agreement with Asian Development Bank for the Angat
Water Transmission Improvement Project amounting to US$123.3 million, to be shared equally between
Maynilad and Manila Water. No drawdowns have been made as at August 3, 2016 in relation to this loan
agreement.

MPTC and subsidiaries:


=
P5 Billion Term Loan Facility. On January 29, 2016, MNTC entered into a new ten-year term loan facility
agreement with Unionbank of the Philippines for a facility amount of P =5.0 billion to finance capital
expenditure such as Segment 10 and NLEX-SLEX Connector Road. On February 3, 2016, MNTC made an
initial drawdown amounting to P=1.0 billion with interest rate of 5.4855% per annum. Interest payment shall
be made quarterly until maturity date of February 3, 2026.
The availability of the undrawn amount of P
=4.0 billion has been extended until July 24, 2017.
MPLRC and subsidiaries
LRMC’s Omnibus Loan and Security Agreement (OLSA). On February 11, 2016, LRMC entered into a
=24.0 billion 15-year OLSA with Metropolitan Bank & Trust Company (Metrobank), Security Bank
P
Corporation (SBC) and Rizal Commercial Banking Corporation (RCBC), each contributing P =9.0 billion,
=7.5 billion and P
P =7.5 billion, respectively. Amount allocated for the Cavite Extension and rehabilitation of
the existing Light Rail Transit 1 (LRT 1) system amounted to P=15.3 billion and P
=8.7 billion, respectively.

In March 2016, LRMC made its initial drawdown amounting to P =513.5 million subject to an interest rate of
7.1445% payable quarterly, for the rehabilitation of the existing LRT 1 system.

On July 5, 2016, LRMC made its second loan drawdown amounting to P


=143.5 million.

35
15. Other Long-term Liabilities

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Lease payable (see Note 12) P
=1,010 =1,052
P
Customers’ guaranty deposits 891 857
Accrued interest payable to MWSS 607 607
Accrued retirement liability 542 567
Interest payable (a) 131 150
LTIP payable (b) 365 140
Contingent liability arising from business
combination (c) (see Note 23) − 232
Others 335 391
P
=3,881 =3,996
P

a. Interest payable represents present value of the interest due on the Exchangeable Bond (see Note 27).
Current portion of the interest payable is included in the “accounts payable and other current
liabilities” account (see Note 12).

b. Noncurrent portion of the LTIP payable as at June 30, 2016 pertains to MPTC’s LTIP cycle 2015 to
2017 (with pay-out scheduled in 2018) and MPIC, MPHHI and Maynilad’s LTIP cycle 2016 to 2018
(with pay-out scheduled in 2019).

The Compensation Committee of MPIC, acting pursuant to the authority granted to it by MPIC’s
BOD on March 1, 2016, approved on July 14, 2016, MPIC’s LTIP, which includes the Restricted
Stock Unit Plan (see Note 29).

c. Contingent liability arising from probable claim from a third party at fair value of P
=1,100 million was
recognized in January 2013 in relation to the acquisition of CIC which was accounted for under
PFRS 3, Business Combination. Portions of the related liability has expired and/or has been settled
and the balance as at June 30, 2016 is nil.

16. Due to and from Related Parties

The Company, in the normal course of business, has transactions with related parties which consist mainly
of availment of noninterest-bearing cash advances which are due and demandable anytime.

Composition of amounts due to/from related parties follows:

June 30, December 31,


2016 2015
(Unaudited) (Audited)
(In Millions)
Due from related parties:
TMC P
=97 =110
P
Landco 44 44
FPC 2 2
Others 10 12
153 168
Less allowance for impairment 31 31

36
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
122 137
Less current portion 122 137
=−
P =−
P

Due to related parties:


Beacon Electric (a) P
=8,605 =8,450
P
PCEV (b) 8,159 −
Smart 72 72
Others 19 28
16,855 8,550
Less current portion 10,317 8,550
P
=6,538 =−
P

a. On April 14, 2015, MPIC entered into a Share Purchase Agreement with Beacon Electric for the
latter’s sale of 112.7 million MERALCO shares (or 10% of MERALCO’s outstanding common
shares) to MPIC at a price of P=235.0 per share, for a total consideration of P
=26.5 billion plus certain
recoverable costs. The amount payable to Beacon Electric as at December 31, 2015 is to be paid on or
before July 2016. The liability to Beacon Electric was fully settled on July 29, 2016.

b. As discussed in Note 9, MPIC entered into an agreement with PCEV for the purchase by MPIC from
PCEV of 25% of the outstanding common shares of Beacon Electric and 25% of the total economic
rights on the outstanding preferred shares of Beacon Electric. The remaining payable to PCEV as at
June 30, 2016 amounting to P =9.2 billion shall be paid as follows: (a) P
=2.0 billion in June 2017,
(b) P
=2.0 billion in June 2018, (c) P
=2.0 billion in June 2019, and (d) P
=3.2 billion in June 2020. As the
amount due to PCEV has a deferred payment term, the liability was recognized at present value with
the difference between the present value and the total payment to be recognized as interest expense
over the period of credit.

17. Equity

Details of authorized and issued capital stock follow:


June 30, 2016 December 31, 2015
(Unaudited) (Audited)
No. of Shares Amount No. of Shares Amount
(In Millions)
Authorized common shares* - P=1.0 par value 28,500,000,000 P
=28,500 28,500,000,000 =28,500
P
Authorized preferred shares:
Class A - P=0.01 par value 20,000,000,000 200 20,000,000,000 200
Class B - P=1.0 par value 1,350,000,000 1,350 1,350,000,000 1,350
Balance at end of the period 49,850,000,000 P
=30,050 49,850,000,000 =30,050
P
Issued - common shares:
Balance at beginning of year 27,885,373,752 P
=27,885 26,046,270,752 =26,046
P
Issuance of shares − − 1,812,000,000 1,812
Exercise of stock option plan 31,900,000 32 27,103,000 27
Balance at end of the period 27,917,273,752 P
=27,917 27,885,373,752 =27,885
P

37
June 30, 2016 December 31, 2015
(Unaudited) (Audited)
No. of Shares Amount No. of Shares Amount
Issued - preferred shares - Class A:
Balance at beginning of year 5,000,000,000 P
= 50 5,000,000,000 =50
P
Issuance of shares 4,128,105,319 41 − −
Balance at end of the period 9,128,105,319 P
= 91 5,000,000,000 =50
P

Total number of stockholders 1,322 − 1,328 −


*MPIC applied for an increase in authorized common shares from 28.5 billion to 38.5 billion shares. Approval for the increase in
authorized capital stock is still pending with the SEC as at August 3, 2016.

Pursuant to the approval of the BOD in its meeting held on May 27, 2016, MPIC entered into a Share
Subscription Agreement with GTCHI on May 27, 2016, wherein MPIC agreed to issue in favour of
GTCHI, and GTCHI agreed to subscribe to, 3.6 billion new common shares of MPIC (the “Subscription
Shares”) from the increase in authorized capital stock of MPIC, which application for increase is still
pending with the SEC. The Subscription Shares was issued at a subscription price of P =6.10 per share or a
total of P
=21.96 billion. Pending approval by the SEC of the increase in the authorized capital stock of
MPIC, the amount received from GTCHI under the Subscription Agreement was booked as ‘Deposit for
Future Stock Subscription’. On the same date, GTCHI also acquired a further 1.3 billion common shares
of MPIC from MPHI.

On May 27, 2016, MPIC also entered into a Share Subscription Agreement with MPHI for the
subscription by MPHI of 4.1 billion newly issued Class “A” Voting Preferred Shares at par value for a
total consideration of P
=41.3 million.

Following all of the abovementioned transactions, GTCHI and MPHI shall own 15.55% and 41.96% of
MPIC’s common shares. With MPHI owning 100% of the Class A Voting Preferred shares, MPHI’s
combined voting interest as a result of all of its shareholdings is estimated at 55.0%.

Cash Dividends

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Final dividend in respect of the previous financial year
declared during the following interim period:
Common shareholder (P =0.061 and P=0.037 per share
in 2016 and 2015, respectively) P
=1,701.6 =1,031.7
P
Class A preferred shareholders (a) 2.5 1.3
P
=1,704.1 =1,033.0
P
Proposed interim dividend:
Common shareholder (P =0.032 per share in 2016
and 2015, respectively) (b) P
=1,008.7 =892.5
P
Class A preferred shareholders (a) 2.9 2.5
P
=1,011.6 =895.0
P
(a)
MPHI is the sole holder of Class A preferred shares
(b)
2016 interim dividend is based on estimated outstanding common shares by September 1, 2016 totaling
31,521,598,752 common shares, inclusive of shares to be issued to GTCHI.

On March 1, 2016, the BOD approved the declaration of the cash dividends of P =0.061 per common share
in favor of the Parent Company’s shareholders of record as at March 30, 2016 with payment date of
April 21, 2016. On the same date, the BOD also approved the declaration of cash dividends amounting to
a total of P
=2.50 million in favor of MPHI as the sole holder of Class A Preferred shares.

38
On August 3, 2016, the BOD approved the declaration of the cash dividends of P =0.032 per common share
in favor of the Parent Company’s shareholders of record as at September 1, 2016 with payment date of
September 26, 2016. On the same date, the BOD approved the declaration of cash dividends amounting
to P
=2.85 million in favor of MPHI as the sole holder of Class A Preferred shares.

18. Equity Reserves and Other Comprehensive Income Reserve

Equity Reserves
Equity reserves consist of the following, net of applicable income taxes:
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Effect of MPIC acquisition of NOHI shares P
=690 =690
P
Equity transactions:
Disposal or dilution of equity interest in a subsidiary 7,809 7,809
Acquisition of NCI (2,350) (2,350)
Other reserve from ESOP 78 99
Total P
=6,227 =6,248
P

Other comprehensive income reserve


Other comprehensive income reserve consists of the following, net of applicable income taxes:
June 30, December 31,
2016 2015
(Unaudited) (Audited)
(In Millions)
Share in the OCI of equity method investees (see Note 9) P
=1,029 =441
P
Fair value changes on AFS financial assets 66 (7)
Actuarial gains (losses) (3) (3)
Cumulative translation adjustment 9 79
Total P
=1,101 =510
P

19. Other Comprehensive Income (Loss)

Six Months Ended Three Months Ended


June 30 June 30
2016 2015 2016 2015
(Unaudited)
(In Millions)
Items to be reclassified to profit or loss in subsequent periods:
Share in OCI of equity method investees from (See Note 9):
Exchange differences on translation of foreign operation P
=258 (P
=95) P
=469 (P
=128)
Fair value changes in cash flow hedges − 46 − 134
Net gain (loss) on change in fair value of AFS financial assets 332 − 332 −
Fair value changes of cash flow hedges − 3 − 2
Net gain (loss) on change in fair value of AFS financial assets 89 (52) 3 (6)
Exchange difference on translation of foreign operation (99) 75 (51) 101
Income tax 26 (7) 38 (27)
P
=606 (P
=30) P
=791 =76
P

39
Six Months Ended Three Months Ended
June 30 June 30
2016 2015 2016 2015
(Unaudited)
(In Millions)
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial reserve =−
P =−
P =−
P =−
P
Income tax − − − −
=−
P =−
P =−
P =−
P
P
=606 (P
=30) P
=791 =76
P

20. Costs of Sales and Services

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Amortization of service concession assets (see Note 10) P=1,789 =1,582
P
Personnel cost 1,350 984
Cost of medical services and supplies 1,300 1,143
Operator’s fee 1,095 899
Utilities 691 545
PNCC and BCDA fees 663 238
Professional fees 435 100
Repairs and maintenance 333 192
Contracted services 300 231
Depreciation and amortization 216 157
Materials and supplies 143 79
Insurance 79 33
Provision for heavy maintenance 67 56
Others 293 125
P=8,754 =6,364
P

21. General and Administrative Expenses

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Personnel costs P
=1,615 =1,430
P
Depreciation and amortization 386 336
Outside services 351 309
Taxes and licenses 265 285
Professional fees 257 241
Advertising and promotion 129 182
Repairs and maintenance 123 91
Utilities 109 81
Rentals 88 39
Entertainment, amusement and representation 87 67
Administrative supplies 80 57
(forward)

40
Six Months Ended June 30
2016 2015
(Unaudited)
(In Millions)
Collection charges 68 79
Transportation and travel 66 92
Public relation 64 46
Insurance 50 38
Commissions 35 32
Miscellaneous 460 317
P
=4,233 =3,722
P

22. Interest Income and Expenses

The following are the sources of the Company’s interest income:

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Cash and cash equivalents, short-term deposits and
restricted cash P
=190 =194
P
Investment in bonds, treasury notes and others 23 71
P
=213 =265
P

The following are the sources of the Company’s interest expense:

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Long-term debt P
=2,137 =1,708
P
Accretion on Maynilad’s service concession fees
payable (see Note 10) 295 305
Accretion on financial liabilities 258 284
Amortization of debt issue costs 23 16
Others 13 23
P
=2,726 =2,336
P

41
23. Construction Revenue and Other Income and Construction Costs and Other Expenses

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Construction revenue and other income:
Construction revenue P
=6,146 =5,731
P
Dividend income (a) 1,215 481
FCDA and foreign exchange gains - net 261 72
Reduction in contingent liability (b) 153 555
Reversal of provisions and recovery of
accounts written-off 109 93
Income from toll service facilities 77 66
Rental income 67 57
Management fees 46 26
Others 129 147
P
=8,203 =7,228
P

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions)
Construction costs and other expenses:
Construction costs P
=6,146 =5,731
P
FCDA 236 28
Expiration of indemnification asset (b) − 555
Others 47 397
P
=6,429 =6,711
P

a. Included dividends income from the Company’s investment in Beacon Electric’s preferred shares (see
Note 9).

b. Contingent liability arising from probable claim from a third party at fair value of P
=1,100 million was
recognized in January 2013 in relation to the acquisition of CIC which was accounted for under PFRS
3, Business Combination. An indemnification asset was recognized in relation to such probable claim.
Such indemnification asset expired second quarter of 2015. Portions of the related liability has
expired and/or has been settled and the balance as at June 30, 2016 is nil.

42
24. Earnings per Share

The calculation of earnings per share follows:

Six Months Ended June 30


2016 2015
(Unaudited)
(In Millions, except
for Per Share amounts)
Net income attributable to equity holders of the
Parent Company P
=6,980 =5,563
P
Dividends on preference equity holders of the
Parent Company (3) (3)
Net income attributable to ordinary equity
holders of the Parent Company (a) P
=6,977 =5,560
P

Outstanding common shares at 1 January 27,885 26,046


Effect of issuance of common shares during
the period* 685 1,418
Weighted average number of common shares
for basic earnings per share (b) 28,570 27,464
ESOP 23 18
Weighted average number of common shares
adjusted for the effects of potential dilution (c) 28,593 27,482

Basic earnings per share (in centavos) (a/b) P


=24.42 =20.25
P

Diluted earnings per share (in centavos) (a/c) P


=24.40 =20.23
P
*Weighted average share calculation for the six-month period ended June 30, 2016 included effect of
GTCHI’s subscription to new common shares of MPIC (see Note 17).
25. Share-based Payments

As at December 31, 2015, there are nil outstanding and exercisable share options for the First, Second and
Third Grants.

The following table illustrate the number of, exercise prices of, and movements in share options during
the period for the Fourth Grant:
Fourth Grant
Tranche A Tranche B
Number Exercise Number Exercise
of shares Price of shares Price
Outstanding at December 31, 2015 55,000,000 P
= 4.60 56,000,000 P
= 4.60
Exercised during the period (31,900,000) =4.60
P – –
Expired during the period – – – –
Outstanding at June 30, 2016 23,100,000 P
= 4.60 56,000,000 P
= 4.60

Exercisable at:
December 31, 2015 55,000,000 =4.60
P 56,000,000 =4.60
P
June 30, 2016 23,100,000 P
= 4.60 56,000,000 P
= 4.60

Carrying value of MPIC’s ESOP included under “Other reserves” in the equity section of the consolidated
statement of financial position amounted to P
=78 million and P
=99 million as at June 30, 2016 and
December 31, 2015, respectively (see Note 18).

43
Total ESOP expense for the six-month periods ended June 30, 2016 and 2015 amounted to
=14 million, respectively, included in “Personnel costs” under “General and administrative
nil and P
expenses” account in the consolidated statements of comprehensive income.

On July 14, 2016, the Compensation Committee (Committee) of MPIC, acting pursuant to the authority
granted to it by MPIC’s BOD, approved MPIC’s LTIP, which includes the Restricted Stock Unit Plan (the
“Plan”). The Plan, which shall have a validity period of ten (10) years, shall replace the Company’s
Executive Stock Option Plan, which will expire on 2017 (see Note 29).

26. Contingencies

The information provided in this report must be read in conjunction with the 2015 audited consolidated
financial statements of the Company.

Updates to the contingencies disclosed in the annual consolidated financial statements as at


December 31, 2015 are provided below. The ultimate outcome of these matters cannot be presently
determined.

Water Segment

Fourth Rate Rebasing. As disclosed in Note 3, Maynilad served a Notice of Arbitration and
Statement of Claim upon the Republic, through the DOF. As at August 3, 2016, management cannot
determine with reasonable certainty the probable outcome of the arbitration proceedings. As such, the
consolidated financial statements do not include any adjustments that might result from the arbitration
proceeding.

Real Property Taxes Assessment. On October 13, 2005, Maynilad and Manila Water Company, Inc. (the
Concessionaires) were jointly assessed by the Municipality of Norzagaray, Bulacan for real property taxes
on certain common purpose facilities purportedly due from 1998 to 2005 amounting to P =357.1 million. It
is the position of the Concessionaires that these properties are owned by the ROP and therefore, exempt
from taxation.

The supposed joint liability of the Concessionaires for real property tax, including interests, as at
December 31, 2015 and 2014 amounted to P =1.0 billion.

After the Local Board of Assessment Appeals (LBAA) ruled in favor of the Municipality of Norzagaray,
Bulacan, the Concessionaires elevated the ruling of the LBAA to the Central Board of Assessment
Appeals (CBAA) by filing separate appeals. As at August 3, 2016, the case is still pending.

Disputed Billings of MWSS. Additional Tranche B Concession Fees and interest penalty are being
claimed by MWSS in excess of the amount recommended by the Receiver. Such additional charges being
claimed by MWSS (in addition to other miscellaneous claims) amounted to P =5.1 billion as at June 30,
2016 and December 31, 2015. The Rehabilitation Court has resolved to deny and disallow the said
disputed claims of MWSS in its December 19, 2007 Order, upholding the recommendations of the
Receiver on the matter. Following the termination of the rehabilitation proceedings, Maynilad and MWSS
sought to resolve this matter in accordance with the dispute requirements of the Transitional and
Clarificatory Agreement (TCA).

In June 2016, the joint committee with members from Maynilad and MWSS was formed to prepare the
report which will contain stipulation of facts, issues and recommendations on the Disputed Claims. On
July 4, 2016, Maynilad submitted to MWSS its report. As at August 3, 2016, MWSS has yet to provide
its comments on Maynilad’s report.

44
Others. Maynilad is a party to various civil and labor cases relating to breach of contracts with damages,
illegal dismissal of employees, and nonpayment of backwages, benefits and performance bonus, among
others.

Toll Operations Segment

Toll Rate Adjustments. As disclosed in Note 3, in April 2016, MNTC and CIC each issued a Notice of
Arbitration and Statement of Claim (Notice) to the Republic of the Philippines, acting by and through the
TRB, consistent with the dispute resolution procedures under their respective concession agreements to
obtain compensation for TRB’s inaction on lawful toll rate adjustments.

As at August 3, 2016, management cannot determine with reasonable certainty the probable outcome of
the arbitration proceedings. As such, the consolidated financial statements do not include any adjustments
that might result from the arbitration proceeding.

Value-Added Tax (VAT). In view of RMC 39-2011, MNTC started imposing VAT on toll fees from
motorists and correspondingly started recognizing VAT liability on October 1, 2011. Through all the
years that the issues of VAT are being discussed, MNTC received certain VAT assessments.

On April 3, 2014, the BIR accepted and approved the MNTC’s application for abatement and issued a
Certificate of Approval for the cancellation of the basic output tax, interest and compromise penalty
amounting to P =1,010.5 million and P
=584.6 million for taxable years 2006 and 2007, respectively.

Notwithstanding the foregoing, management believes, in consultation with its legal counsel, that in any event,
the Supplemental Toll Operation Agreement among MNTC, Republic of the Philippines, acting by and
through the Toll Regulatory Board, and PNCC, provides MNTC with legal recourse in order to protect its
lawful interests in case there is a change in existing laws, which makes the performance by MNTC of its
obligations materially more expensive.

Real Property Tax (RPT). MNTC has filed several Petitions for Review under Section 226 of the Local
Government Code with the LBAA of the Province of Bulacan on July 15, 2008 and April 15, 2013,
seeking to declare as null and void certain tax assessments and tax declarations issued by the Provincial
Assessor of the Province of Bulacan. The said tax declarations were issued in the name of MNTC as
owner of the North Luzon Expressway and categorizing the North Luzon Expressway as a commercial
property, subject to real property tax. The LBAA has yet to determine whether said properties in fact
covers portions of the NLEX, which MNTC argues are part of public land exempt from real property tax.

The outcome of the claims on RPT cannot be presently determined. The management of MNTC believes
that these claims will not have a significant impact on the Company’s consolidated financial statements
and believes that the STOA also provides MNTC with legal recourse in order to protect its lawful interests
in case there is a change in existing laws which makes the performance by MNTC of its obligations
materially more expensive.

Power Segment

Supreme Court Temporary Restraining Order on December 2013 Increase in MERALCO Billing Rate.
On December 9, 2013, the Energy Regulatory Commission (ERC) gave clearance to the request of
MERALCO to implement a staggered collection over three months covering the December billing month
for the increase in generation charge and other bill components such as value-added tax, local franchise
tax, transmission charge, and system loss charge, which reflected a total increase of P
=4.15/kWh for a
200-kWh residential consumer. The generation costs for the November 2013 supply month, increased
significantly because of the use of the more expensive liquid fuel or bio-diesel by the natural gas-fired
power plants that were affected by the Malampaya Gas Field (Malampaya), shutdown from
November 11, 2013 to December 10, 2013.

45
On December 19, 2013, several party-list representatives of the House of Representatives, filed a Petition
against MERALCO, ERC and the Department of Energy (DOE) before the Supreme Court of the
Philippines (SC), questioning the ERC clearance granted to MERALCO to charge the P =4.15/kWh price
increase, alleging the lack of hearing and due process. It also sought for the declaration of the
unconstitutionality of Sections 6 and 29 of Republic Act No. 9136, “The Electric Power Industry Reform
Act of 2001”, which essentially declared the generation and supply sectors as competitive and open, and
not considered public utilities. A similar Petition was filed by a consumer group and several private
homeowners associations challenging also the legality of the Automatic Generation Rate Adjustment
(AGRA) that the ERC had promulgated. Both Petitions prayed for the issuance of a Temporary
Restraining Order (TRO) and Writ of Preliminary Injunction.

On December 23, 2013, the SC consolidated the two Petitions and granted the application for TRO
effective immediately for a period of 60 days, which effectively enjoined the ERC and MERALCO from
implementing the P =4.15/kwh price increase. The SC also ordered MERALCO, ERC and DOE to file their
respective comments to the Petitions and set the hearing for Oral Arguments on January 21, 2014. The SC
further set two more Oral Arguments on February 4 and February 11, 2014. After the conclusion of the
Oral Arguments, the SC ordered all the Parties to the consolidated Petitions to file their respective
Memoranda on or before February 26, 2014, after which the Petitions will be deemed submitted for
resolution of the SC. MERALCO complied with the SC directive and had filed its Memorandum on said
date.

On February 18, 2014, acting on the motion filed by the Petitioners, the SC extended for another period of
60 days or until April 22, 2014 the TRO that it originally issued against MERALCO and ERC on
December 23, 2013. The TRO was also similarly applied to the generating companies, specifically
Masinloc Power Partners Co. Ltd. (MPPCL), San Miguel Energy Corporation (SMEC), South Premier
Power Corporation, First Gas Power Corporation, and the National Grid Corporation of the Philippines,
and the Philippine Electricity Market Corporation (PEMC), (the administrator of WESM and market
operator), who were all enjoined from collecting from MERALCO the deferred amounts representing the
=4.15/kWh price increase for the November 2013 supply month.
P

On January 30, 2014, MERALCO filed an Omnibus Motion with Manifestation with the ERC for the
latter to direct PEMC to conduct a re-run or re-calculation of the WESM prices for the supply months of
November to December 2013. Subsequently, on February 17, 2014, MERALCO filed with the ERC an
Application for the recovery of deferred generation costs for the December 2013 supply month praying
that it be allowed to recover the same over a six-month period.

On March 3, 2014, the ERC issued an Order voiding the Luzon WESM prices during the November and
December 2013 supply months on the basis of the preliminary findings of its Investigating Unit that these
are not reasonable, rational and competitive and imposing the use of regulated rates for the said period.
PEMC was given seven (7) days upon receipt of the Order to calculate these regulated prices and
implement the same in the revised WESM bills of the concerned. PEMC’s recalculated power bills for the
supply month of December 2013 resulted in a net reduction of the December 2013 supply month bill of
the WESM by P =9,274 million. Due to the pendency of the TRO, no adjustment was made to the WESM
bill of MERALCO for the November 2013 supply month. The timing of amounts to be credited to
MERALCO is dependent on the reimbursement of PEMC from associated generator companies.
However, several generating companies, including MPPCL, SN Aboitiz Power Corporation, Team
(Philippines) Energy Corporation, Panasia Energy Holdings, Inc., and SMEC, have filed motions for
reconsideration questioning the Order dated March 3, 2014. MERALCO has filed a consolidated
comment to these motions for reconsideration. In an Order dated October 15, 2014, the ERC denied the
motions for reconsideration. The generating companies have appealed the Orders with the Court of
Appeals where the petitions are pending and have been consolidated. MERALCO has filed a Consolidated
Motion for Leave to Intervene and to Admit Consolidated Comment in Intervention. In a Resolution dated
October 9, 2015, the Court of Appeals required the generators to file their comments on MERALCO’s
Consolidated Motion. MERALCO is awaiting the resolution of the Consolidated Motion.

46
In view of the pendency of the various submissions before the ERC and mindful of the complexities in the
implementation of ERC’s Order dated March 3, 2014, the ERC directed PEMC to provide the market
participants an additional period of 45 days to comply with the settlement of their respective adjusted
WESM bills. In an Order dated May 9, 2014, the parties were then given an additional non-extendible
period of 30 days from receipt of the Order within which to settle their WESM bills. However, in an
Order dated June 6, 2014 and acting on an intervention filed by Angeles Electric Corporation, the ERC
deemed it appropriate to hold in abeyance the settlement of PEMC’s adjusted WESM bills by the market
participants.

On April 22, 2014, the SC extended indefinitely the TRO issued on December 23, 2013 and
February 18, 2014 and directed generating companies not to collect from MERALCO. As at August 3,
2016, the SC has yet to resolve the various petitions filed against MERALCO, ERC and DOE.

Rail
Claims with Grantors. In accordance with Schedule 5 of the LRT 1 Project Concession Agreement,
LRMC is entitled to the reimbursement of the unavoidable incremental cost that the Company will incur
to restore the Existing System to the level necessary to meet all of the baseline Existing System
Requirements (ESR) taking into consideration any Emergency Upgrade Contract executed by the Grantors
for the same purpose, if the Existing System does not meet the ESR as certified by the Independent
Consultant (IC).

LRMC is also entitled to receive compensation from the Grantors if the Grantors do not make available a
minimum of one hundred (100) light rail vehicles or the system is not able to operate to a cycle time of
not more than one hundred and six (106) minutes, or a combination of the two on the effective date. The
compensation is based on the formula and procedures provided for in the Concession Agreement.

On October 30, 2015, LRMC submitted a letter to the DOTC representing its claim for ESR costs and
LRV shortfall on the premise of the Grantors obligation in relation to the condition of the Existing System
prior or as of the Effective Date. Subsequently, on November 16, 2015, the Grantors sent a letter of
dispute in response to the claims of LRMC.

Invoices for the second, third and fourth Balancing Payment were submitted on January 29, 2016, April
29, 2016, and July 29, 2016, respectively. These include claim for LRV shortfall, Grantors’ compensation
payment and costs incurred in relation to ESR and Structural Defect Restoration.

As at August 3, 2016, management cannot determine with reasonable certainty the probable outcome of
the discussions with the Grantors. As such, the consolidated financial statements do not include any
adjustments that might result from these discussions.

Others

Donor’s Tax. NOHI received on January 14, 2011 a Final Assessment Notice (FAN) demanding the
payment of approximately P =199.7 million as deficiency donor’s tax (including surcharge and interest as at
January 31, 2011) on the excess of the book value over the selling price of several shares of stock in
Bonifacio Land Corporation (BLC) which NOHI sold to a third party. The assessment was based on the
finding of the Bureau of Internal Revenue–Large Taxpayer Service (BIR–LTS) that the transaction is
subject to donor’s tax as a “deemed gift” transaction under Section 100 of the 1997 National Internal
Revenue Tax Code (the Tax Code).

On February 14, 2011, NOHI filed its formal protest to the FAN raising several factual and legal
arguments. However, this was denied by the BIR through the letter it has delivered to NOHI stating its
Final Decision on Disputed Assessment (FDDA). NOHI then filed a Petition for Review with the Second
Division of the Court of Tax Appeals (CTA) to challenge the FDDA. On June 11, 2014, the CTA
rendered its decision on the case which did not sustain NOHI’s position. NOHI filed a Motion for
Reconsideration on the CTA 2nd Division’s decision as NOHI firmly believes that it is not liable for the

47
deficiency donor’s taxes and that it has strong legal and factual basis to support its claim. On September
16, 2014, the CTA 2nd Division issued an Order denying NOHI’s Motion for Reconsideration. In
October 2014, NOHI, through its counsel, filed a Petition for Review before the CTA en banc praying for,
among others, the reversal of the decision of the CTA 2nd Division. In January 2015, the CTA en banc
gave due course to the petition for Review and directed the parties to submit their memoranda. The case
on appeal is deemed submitted for the decision of the CTA en banc.

On May 4, 2016, the CTA En Banc promulgated its decision, which was received on May 13, 2016,
denying the company's Petition for Review dated October 21, 2014 and affirming the adverse decision of
the Second Division of the Court dated June 11, 2014 and Resolution of the Second Division dated
September 16, 2014 which denied NOHI's Motion for Reconsideration. Subsequently, on
May 24, 2016, a Motion for Reconsideration was filed on the aforesaid decision of the CTA En Banc. The
Commissioner of Internal Revenue submitted a Comment on the company’s Motion for Reconsideration
on July 27, 2016. The Motion for Reconsideration which was filed on May 24, 2016 is now deemed
submitted for decision.

Indemnity. On June 26, 2013, NOHI was informed that the Supreme Court rendered judgment in favor of
Fort Bonifacio Development Corporation. As at August 3, 2016, NOHI is awaiting release from the
guarantee undertaking from Columbus to reverse the provision.

27. Contracts, Agreements and Commitments

MPIC
Issuance of Exchangeable Bond to GIC Private Limited (GIC). On July 2, 2014, GIC, through Arran
Investment Private Limited, invested P
=3.7 billion for a 14.4% stake in MPHHI and paid P
=6.5 billion as
consideration for an Exchangeable Bond which can be exchanged into a 25.5% stake in MPHHI in the
future. The Exchangeable Bond was accounted for as an equity instrument with the interest accruing on
the Exchangeable Bond recorded at its present value (see Notes 12 and 15).

Landco’s Restructuring. On December 22, 2014, MPIC entered into an agreement with Landco and its
controlling shareholder, ABHC to restructure and clean up the balance sheet of Landco in preparation for
an eventual sale to third parties. After the restructuring, MPIC shall be entitled to 66% of the purchase
price of Landco’s outstanding common stock in the event of sale of Landco’s outstanding capital stock to
a third party. As a result of the planned divestment of the interests in Landco, the carrying values of the
notes receivable from Landco and ABHC and the investment in Landco’s common shares are classified as
“Assets held for sale”. As at August 3, 2016, while the expected disposal did not happen in 2015 due to
delays outside of MPIC’s control, the Company is nonetheless committed to the plan to sell its interest in
Landco.

Water Segment
Metro Iloilo Water District (MIWD) 170 MLD Bulk Water Supply Project (BWS Project). On
November 20, 2015, MPWIC was awarded the BWS Project. The BWS Project covers the following:

 Rehabilitation and upgrading of all of MIWD’s existing facilities to achieve additional volume
capacity and potable water quality. The total production capacity of the water treatment plant and
well facilities is 55 MLD.
 Expansion, to be done in three phases, covering the design, development and construction of a
new water treatment plants with aggregate capacity of up to 115 MLD, raw water and treated
water reservoirs, and transmission lines.

The total project cost has been estimated at P


=2.8 billion. On January 8, 2016, MPWIC incorporated
MetroPac Iloilo Holdings Corporation (MILO) as a special purpose company to implement this joint
venture project. On May 5, 2016, MPWIC officially signed a Joint Venture Agreement with MIWD for

48
the formation of a joint-venture company that shall be owned by MILO, at 80% and MIWD, at 20%. On
July 4, 2016, pursuant to the Joint Venture Agreement, MILO and MIWD created and established Metro
Iloilo Bulk Water Supply Corporation (MIBWSC), a joint venture company that will rehabilitate, expand,
operate, and maintain MIWD’s existing water production facilities.

On July 5, 2016, operation was officially turned over by the MIWD to MIBWSC.

Toll Operations Segment


NLEX-SLEX Connector Road Project. MPTDC and its subsidiary, MNTC (as Original Proponent) executed
a joint certification with the DPWH (as Implementing Agency) signifying the completion of successful
negotiations for the implementation of the NLEX-SLEX Connector Road Project (Project) as an unsolicited
proposal pursuant to, and in accordance with, R.A. No. 6987, as amended by R.A. No. 7718 (BOT Law) and
its Implementing Rules and Regulations of 2006, as amended in 2012 (BOT Law IRR).

The joint certification confirmed that: (1) the parties have reached agreement on the terms and conditions of
the implementation of the unsolicited proposal for the design, financing, construction, operation and
maintenance of the Project as reflected in the results of negotiations submitted to NEDA on July 29, 2015, the
NEDA Board approval/validation of such results of negotiations on December 18, 2015, and the agreed draft
toll concession agreement submitted to the DOF and the Office of the Solicitor General on March 18, 2016,
(2) the Original Proponent has accepted the said terms and conditions, and (3) the DPWH commenced the
activities for the solicitation of comparative proposals or Swiss Challenge pursuant to, and in accordance
with, the BOT Law and the BOT Law IRR.

The bidding documents for the project were issued on April 29, 2016. No comparative proposals were
submitted to the Bids and Awards Committee (“BAC”) for the Connector Project on July 25, 2016, the
deadline set by the BAC. In view of the foregoing, the BAC issued a recommendation to award the Project to
MPTDC. Notice of Award is expected to be received within the third quarter of 2016.

Cebu–Cordova Bridge Project. On January 5, 2016, MPTDC received the Notices of Award from Cebu
City and Municipality of Cordova for the financing, design, construction, implementation, operation and
maintenance of an 8.25 km Bridge Project for a concession period of 35 years (including the construction
period). The Joint Venture Agreement between MPTDC and the Cebu City and Municipality of Cordova
was signed on April 15, 2016.

The Bridge Project, which will be implemented through an unincorporated joint venture among MPTDC,
Cebu City and Municipality of Cordova, is envisioned to decongest the traffic in the two existing bridges
(Marcelo Fernan Bridge and Mandaue Bridge) between Mactan and Cebu, due to the worsening traffic
condition in the area. It includes the construction of the connections to Cebu City and Cordova, the main
bridge structure, viaduct, causeway, roadway and toll facilities. The Cebu Cordova Bridge Project is
estimated to cost P
=27.9 billion with the construction of the project to start in 2017 and is estimated to be
completed by 2020.

Rail Segment
LRMC’s Engineering, Procurement and Construction Agreement (EPC). On February 11, 2016, LRMC
signed the EPC Agreement for LRT 1 Cavite Extension with the EPC contractors, Bouyges, Travaux,
Publics, and Alstom Transport. The EPC contractors are set to commence the construction of the 11.7 km
Cavite Extension once right of way is delivered by the DOTC and LRTA. As at August 3, 2016, the right
of way has not yet been delivered to LRMC.

49
28. Financial Instruments

Categories of Financial Instruments


There are no changes in the classification of financial assets resulting from changes in the use and purpose
of these assets. The categories of the Company’s financial assets and financial liabilities as at
June 30, 2016 are:
June 30, 2016
Financial
Financial Assets Liabilities
AFS Other
Loans and Financial Financial
FVPL Receivables Assets Liabilities Total
(In Millions)
ASSETS
Cash and cash equivalents =–
P P
= 16,216 =–
P =–
P P
= 16,216
Short-term deposits – 1,508 – – 1,508
Restricted cash – 3,360 – – 3,360
Receivables - net – 6,202 – – 6,202
Due from related parties – 122 – – 122
Derivative assets – – – – –
AFS financial assets:
Investment in bonds – – 1,609 – 1,609
Investment in UITF – – 2,741 – 2,741
Investment in equity – – 539 – 539
Investments and advances (a) – 756 20,622 – 21,378
Other noncurrent assets – 500 – – 500
P
=- P
= 28,664 P
= 25,511 P
= P
= 54,175

LIABILITIES
Accounts payable and other current liabilities (b) =–
P =–
P =–
P P
= 14,173 P
= 14,173
Due to related parties – – – 16,855 16,855
Service concession fees payable – – – 25,893 25,893
Long-term debt – – – 88,220 88,220
Deferred credits and other long-term liabilities – – – 1,022 1,022
=–
P =–
P =–
P P
= 146,163 P
= 146,163
(a)
Includes only advances to Beacon Electric and investment in preferred shares of Beacon Electric classified as AFS financial assets.
(b)
Excludes statutory payables

Fair Values
The following table shows a comparison, by classes, between the carrying values and fair values of certain
of the Company’s financial instruments as at June 30, 2016. Financial instruments with carrying amounts
reasonably approximating their fair values are no longer included in the comparison.

June 30, 2016


Carrying Total Fair
Value Level 1 Level 2 Level 3 Value
(In Millions)
Assets measured at fair value
AFS Financial Assets
Shares of stock P
=539 P
=18 P
=521 =–
P P
=539
Unit Investment Trust Fund 2,741 – 2,741 – 2,741
Investment in bonds and treasury 1,609 1,408 201 – 1,609
Notes
P
=4,889 P
=1,426 P
=3,463 =–
P P
=4,889
Assets for which fair values are disclosed
Loans and Receivables
Due from related parties =–
P =–
P =–
P =–
P =–
P
Miscellaneous deposits 500 – – 459 459
P
=500 =–
P =–
P P
=459 P
=459
Liabilities for which fair values are disclosed
Other financial liabilities
Service concession fees payable P
=25,893 =–
P =–
P P
=29,231 P
=29,231
(current and noncurrent)
Long-term debts (current and 88,220 – – 95,955 95,955
noncurrent)
Customer guaranty deposit 891 – – 963 963
Due to related parties 16,855 – – 16,902 16,902
P
=131,859 =–
P =–
P P
=143,051 P
=143,051

50
During the six-month period ended June 30, 2016, 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. There were no
change in the methods and assumptions used to measure the fair value of each class of assets and
liabilities for which it is practicable to estimate such value.

Levels 1 and 2 Fair Value Hierarchy


Cash and Cash Equivalents. Due to the short-term nature of transactions, the fair value of cash and cash
equivalents approximate the carrying amounts at the end of the reporting period.

Restricted Cash, Cash Deposits, and Accounts Payable and Other Current Liabilities. Carrying values
approximate the fair values at the reporting date due to the short-term nature of the transactions.

Investments in UITF. A UITF uses the mark-to-market method in valuing the fund’s securities. It is a
valuation method which calculates the Net Asset Value (NAV) based on the estimated fair market value
of the assets of the fund based on prices supplied by independent sources.

Due from Related Parties. Fair value of due from related parties approximates their carrying amounts as
these are already to be settled within a year from the consolidated statement of financial position date.

Refundable Occupancy Deposits. The fair value of the refundable occupancy deposits is determined by
discounting the deposit using the prevailing market rate of interest.

Service Concession Fees Payable and Customers’ Guaranty Deposits. Estimated fair value is based on
the discounted value of future cash flows using the applicable rates for similar types of financial
instruments.

Financial Guarantee Obligation. Estimated fair value is based on the discounted value of future cash
flows using the prevailing peso interest rates that are specific to the tenor of the instruments cash flows.

Notes Receivable, Miscellaneous Deposits and Other Financial Assets. Estimated fair value is based on
the present value of future cash flows discounted using the prevailing rates that are specific to the tenor of
the instruments’ cash flows at the end of each reporting period with credit spread adjustment.

Long-term Debt. For both fixed rate and floating rate (repriceable every six months) US dollar
denominated debts and Philippine Peso-denominated fixed rate corporate notes, estimated fair value is
based on the discounted value of future cash flows using the prevailing credit adjusted US risk-free rates
and Philippine risk free rates that are adjusted for credit spread.

29. Subsequent Events

Aside from those disclosed in Note 14 (drawn facilities), Note 16 (MPIC’s full settlement of the payable
to Beacon Electric), Note 17 (MPIC’s dividend declaration) and Note 27 (official turn-over of operations
to MIBWSC and BAC’s recommendation to award MPTDC the NLEX-SLEX Connector Road Project),
events occurring after June 30, 2016 include:

Approval of the Restricted Stock Unit Plan (the “Plan”). On July 14, 2016, the Compensation Committee
(“Committee”) of MPIC, acting pursuant to the authority granted to it by MPIC’s BOD on March 1, 2016,
approved MPIC’s LTIP, which includes the Restricted Stock Unit Plan (the “Plan”).

The Plan is designed, among others, to reward the Directors and key officers of MPIC who contribute to
its growth to stay with MPIC for the long term.

51
Under the Plan, which shall have a cycle of three (3) years starting this year, MPIC will reacquire
common shares of MPIC to be held as treasury shares and reserved to be transferred to the Directors and
key officers determined by the Committee to be eligible to participate under the Plan. Vested shares will
be transferred in the name of the eligible participants on full vesting date as provided under the Plan.

The Plan also limits the aggregate number of shares that may be subject to award under the Plan to no
more than three percent of the outstanding common shares of MPIC. For the first 3-year cycle, MPIC will
acquire 27.4 million common shares at such time and under such terms and conditions as the Committee
may determine.

The Plan, which shall have a validity period of ten (10) years, shall replace the Company’s Executive
Stock Option Plan, which will expire on 2017.

MERALCO’s Dividend Declaration. On July 25, 2016, the BOD of MERALCO approved the declaration
of cash dividends in the aggregate amount of P =15.2 billion consisting of an interim regular cash dividend
of P
=4.608 per share and a special dividend of P =8.872 per share to all shareholders of record as at
August 24, 2016, payable on September 19, 2016. MPIC’s share of the dividends amounted to P =2.3
billion attributable to its 15% direct interest in MERALCO.

Beacon Electric’s Dividend Declaration. On July 14, 2016, the BOD of Beacon Electric approved the
declaration of cash dividends to common shareholders of record as at July 14, 2016, payable on
July 29, 2016. MPIC’s share of the dividends on the common shares amounted to P =3.0 billion.

Acquisition of Marikina Valley Medical Center (MVMC). On July 29, 2016, MPHHI completed
acquisition of 469,077 shares, representing approximately a 93% stake in MVMC for P
=2,117.80 per share.
MVMC is a prominent tertiary hospital along Sumulong Highway in Marikina.

30. Supplemental Cash Flow Information

During the current period, the Company had a non-cash investing activity which was not reflected in the
interim consolidated financial statements. As discussed in Notes 9 and 16, MPIC acquired from PCEV,
25% of the outstanding common shares and 25% of the total economic rights on the outstanding preferred
shares of Beacon Electric. MPIC paid P =17 billion on the date of acquisition, while the remaining
=9.2 billion amount due to PCEV has a deferred payment term (see Note 16).
P

52
Item 2

Management's Discussion and


Analysis of Financial Condition
and Results of Operations

53
Exhibit III

Financial Highlights and Key Performance Indicators

The summary financial information presented below as at June 30, 2016 and for the six-month periods ended
June 30, 2016 and 2015 was derived from the Company’s unaudited interim consolidated financial statements,
prepared in accordance with Philippine Accounting Standard 34, Interim Financial Reporting. The
information below is not necessarily indicative of the results of future operations.

In this Report, Core EBITDA, Core EBITDA Margin and Core Income are not measures of performance
under Philippine Financial Reporting Standards (PFRS), and users of this Report should not consider Core
EBITDA, Core EBITDA Margin and Core Income in isolation or as alternatives to net income as an indicator
of the Company’s operating performance or to cash flow from operating, investing and financing activities as
a measure of liquidity, or any other measures of performance under PFRS. There are various Core EBITDA,
Core EBITDA Margin and Core income calculation methods, accordingly, the Company’s presentation of
these measures may not be comparable to similarly titled measures used by other companies.

The following discussion and analysis of the Group’s financial condition and results of operations should be
read in conjunction with the accompanying unaudited interim condensed consolidated financial statements
and the related notes as at June 30, 2016 and for the six-month periods ended June 30, 2016 and 2015
(“June 30, 2016 Interim Consolidated Financial Statements”) included in this Report.

Increase
Unaudited (Decrease)
1H 2016 1H 2015 Amount %
(in Php Millions)
Operating revenues 21,741 17,598 4,143 24
Cost of sales and services 8,754 6,364 2,390 38
General and administrative expenses 4,233 3,722 511 14
Interest expense 2,726 2,336 390 17
Share in net earnings of equity method investees 3,522 2,858 664 23
Interest income 213 265 (52) (20)
Other income (expense) - net 1,774 517 1,257 >100
Income before income tax 11,537 8,816 2,721 31
Net income attributable to owners of the Parent Company 6,980 5,563 1,417 25
Core income 6,644 5,884 760 13
Non-recurring income (expense) - net 336 (321) 657 >100

Overview

Highlights for the first six months of the year which had significant financial impact are as follows:

 Forming strategic alliance with the GT Capital Holdings Inc. (GTCHI). On May 27, 2016, GTCHI
acquired 1.3 billion common shares from MPHI. On the same date, MPIC entered into a Share
Subscription Agreement with GTCHI for the subscription by GTCHI of 3.6 billion common shares
(“Subscription Shares”) in MPIC. The Subscription Shares will be issued out of the increase in the
authorized capital stock of MPIC, which as of August 3, 2016 is still pending approval by the
Philippine SEC.

 Increased participation in the Philippine Power Sector. MPIC has significantly increased its
participation in the power sector in the Philippines:

54
o Acquisition of Global Business Power Corporation (GBPC). Beacon Electric Asset Holdings
Inc. (Beacon Electric), through a wholly owned entity Beacon PowerGen Holdings Inc.
(BPHI), entered into a Share Purchase Agreement with GTCHI to acquire an aggregate 56%
of the ordinary and issued share capital of Global Business Power Corporation (GBPC) for an
aggregate consideration of P=22.06 billion. This consideration was settled as to P
=11.03 billion
in cash on closing and the balance will be settled via a vendor financing facility, which will
be replaced with long-term bank debt within ninety (90) days from closing.

GBPC is the leading power supplier in Visayas with an aggregate 852 MW of coal and diesel
powered generating capacity at present (including 150 MW to commence operations later this
year) and 670MW for further expansion. The main development project is a 670 MW super
critical coal fired plant in La Union, Pangasinan (with 600MW EPPA signed with
MERALCO).

The investment in GBPC will be immediately accretive to the earnings of Beacon


Electric.

o Acquisition of 25% of Beacon Electric common and preferred shares. On May 30, 2016,
MPIC acquired an additional 25% of Beacon Electric common and preferred shares, for an
aggregate consideration of P
=26 billion, bringing effective ownership in Beacon Electric to
75%. MPIC’s economic interest in MERALCO is now 41.2% and in GBPC is now 42%.

 Investing in the high growth wastewater EPC and O&M market. On June 16, 2016, MPWIC
completed the acquisition of 65% of the outstanding capital stock of Eco-System Technologies
International, Inc. (ESTII). ESTII is engaged in the business of designing, supplying, constructing,
installing, and operating and maintaining wastewater and sewage treatment plant facilities. The
transaction allows MPIC, through MPWIC, to diversify its water sector investment holdings and
invest in high growth wastewater EPC and O&M market.

ESTII has a leading market position in the Philippine wastewater industry and has a valuable client
base comprised of major mall, office, commercial and residential property developers, hotels and
resorts, hospitals and industrial facilities.

 Expansion through Non-regulated Infrastructure Business. On May 19, 2016, MetroPac Movers, Inc.
(MMI) completed the purchase of the businesses and assets (including certain contracts) of Basic
Logistics Inc., A1Move Logistics, Inc., Philflash Logistics, Inc. and BasicLog Trade and Marketing
Enterprises (Sellers), all of which are involved in the logistics business.

The transaction was carried out through an asset purchase agreement involving, among others: (a) the
sale by the Sellers of identified logistics assets, (b) the novation of certain key contracts of the Sellers
with their respective clients, (c) the execution of new contracts required to ensure the continued
operations of the business under MMI, and (d) the transfer of certain key officers and employees of
the Sellers to MMI. The purchase price of P =2.2 billion was paid by MMI to the Sellers on completion.
After completion, a separate company to be designated by the Sellers will acquire twenty four percent
(24%) of the outstanding capital stock of MMI.

 Expanding the Hospital Business - Acquisition of Sacred Heart Hospital of Malolos, Inc. (SHHM).
On December 16, 2015, MPHHI signed an Investment Agreement with SHHM, a 47-year-old Level
two hospital which is a respected institution in Bulacan City. MPHHI invested P
=150 million in SHHM
for a 51% ownership, with proceeds funding an increase patient beds and the acquisition of new
medical equipment. MPHHI completed the acquisition of SHHM on March 7, 2016.

 Expanding Water Business outside of Metro Manila. Laguna Water District Aquatech Resources
Corporation (LARC), in which MetroPac Water Investments Corporation (MPWIC) has 27%
effective ownership, commenced the operation and management of the distribution network of the

55
Laguna Water District (LWD) on January 1, 2016. This network currently has 32,000 active service
connections, covering the municipalities of Los Banos, Bay, and Calauan.

 Integration of NLEX and SCTEX Toll Collection System. On March 15, 2016, MNTC completed the
integration of NLEX and SCTEX toll systems, reducing the number of toll collection stops to two
from five between Balintawak and Subic in each direction.

 Financing capital expenditure through loan facilities.

o MNTC’s = P 5 billion Term Loan. On January 29, 2016, MNTC entered into a P =5.0 billion ten-
year term loan facility agreement with Unionbank of the Philippines to finance capital
expenditure such as Segment 10 and NLEX-SLEX Connector Road. On February 3, 2016,
MNTC made its initial drawdown amounting to P =1.0 billion. The P
=4.0 billion undrawn
amount is available up to July 24, 2017.

o LRMC’s Omnibus Loan and Security Agreement (OLSA). On February 11, 2016, LRMC
entered into a P
=24.0 billion 15-year OLSA with Metropolitan Bank & Trust Company
(Metrobank), Security Bank Corporation (SBC) and Rizal Commercial Banking Corporation
(RCBC), each contributing P =9.0 billion, P
=7.5 billion and P
=7.5 billion, respectively. Portion
allocated for the Cavite Extension and rehabilitation of the existing Light Rail Transit 1
(LRT 1) system amounted to P =15.3 billion and P=8.7 billion, respectively. In March 2016,
LRMC made its initial drawdown amounting to P =513.5 million for the rehabilitation of the
existing LRT 1 system. On July 5, 2016, LRMC made its second loan drawdown amounting
to P
=143.5 million.

The following events/transactions did not have any significant financial impact as of June 30, 2016 but are
expected to affect financial results in the future:

 Notice of award Cebu-Cordova Bridge Project. In January 2016, MPTC received Notices of Award
from both Cebu City and Cordova for the Cebu-Cordova Bridge project, subject to compliance with
the conditions precedent, for a concession period of 35 years. In April 2016, MPTDC, Cebu City and
the Municipality of Cordova formally signed the joint venture agreement for the construction,
operation and maintenance of the Cebu Cordova Bridge. The project is estimated to cost P =27.9 billion
with the construction of the project targeted to start in 2017 and estimated to be completed by 2020.

 Expanding Water Business outside of Metro Manila. In January 2016, MPWIC incorporated
MetroPac Iloilo Holdings Corporation (MILO) as a special purpose company to implement the joint
venture project in Iloilo. On May 5, 2016, MPWIC officially signed a Joint Venture Agreement with
MIWD for the formation of a joint-venture company that shall be owned by MILO, at 80% and
MIWD, at 20%. On July 4, 2016, pursuant to the Joint Venture Agreement, MILO and MIWD
created and established Metro Iloilo Bulk Water Supply Corporation (MIBWSC), a joint venture
company that will rehabilitate, expand, operate, and maintain MIWD’s existing water production
facilities. On July 5, 2016, operation was officially turned over by the MIWD to MIBWSC.

 NLEX-SLEX Connector Road Project. MNTC is finalizing implementation plans with the DPWH for
its project to build an elevated expressway to connect the Northern and Southern toll road systems at a
cost of ₱18 billion. The proposal was subject to a public bidding via the Government’s Swiss
Challenge process and no competing bids were submitted.

 Acquisition of Marikina Valley Medical Center (MVMC). On July 29, 2016, MPHHI completed
acquisition of 469,077 shares, representing approximately a 93% stake in MVMC for P
=2,117.80 per
share. MVMC is a prominent tertiary hospital along Sumulong Highway in Marikina.

56
Description of Operating Segments of the Group

An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Company’s other components. An operating segment’s operating results are reviewed regularly by the chief
operating decision maker to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.

The following are the Group’s reportable segments:

 Water, which relate to the provision of water and sewerage services by Maynilad Water Holding
Company, Inc. (MWHCI) and its subsidiaries Maynilad Water Services, Inc. (Maynilad) and
Philippine Hydro, Inc. (PHI), and water services by MetroPac Water Investments Corporation
(MPWIC).

 Toll operations, which primarily relate to operations and maintenance of toll facilities by Metro
Pacific Tollways Corporation (MPTC) and its subsidiaries Manila North Tollways Corporation
(MNTC) and Cavitex Infrastructure Corporation (CIC), and associates, Tollways Management
Corporation (TMC) and CII Bridges and Roads Investment Joint Stock Company (CII B&R), and
MPIC’s associate, Don Muang Tollway Public Ltd (DMT).

 Power, which primarily relates to the operations of Manila Electric Company (MERALCO) in
relation to the distribution and supply of electricity and GBPC in relation to the generation. The
investment in MERALCO is held both directly and through Beacon Electric while the investment in
GBPC through Beacon Electric’s wholly-owned entity, BPHI.

 Healthcare, which primarily relates to operations and management of hospitals, nursing and medical
schools and such other enterprises that have similar undertakings.

 Rail, which primarily relates to operations and maintenance of the Light Rail Transit (LRT1) and
construction of the LRT1 extension by Light Rail Manila Corporation (LRMC) and ticketing services
by AF Payments Inc.

 Logistics, which primarily relates to the Company’s logistics business through MetroPac Logistics
Company, Inc. (MPLC) and its subsidiary, MMI.

 Others, which represent holding companies and operations of subsidiaries involved in real estate and
provision of services.

Operational Review

I - MPIC CONSOLIDATED

The Company’s chief operating decision maker is the BOD. The BOD monitors the operating results of each
business unit separately for the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on: consolidated net income for the period; earnings
before interest, taxes and depreciation and amortization, or Core EBITDA; Core EBITDA margin; and core
income. Net income for the period is measured consistent with consolidated net income in the consolidated
financial statements.

Core EBITDA is measured as net income excluding depreciation and amortization of property and equipment
and intangible assets, asset impairment on noncurrent assets, financing costs, interest income, equity in net
earnings (losses) of associates and joint ventures, net foreign exchange gains (losses), net gains (losses) on
derivative financial instruments, provision for (benefit from) income tax and other non-recurring income

57
(expenses). Core EBITDA margin pertains to Core EBITDA divided by service revenues.

Performance of the operating segments are also assessed based on a measure of recurring profit or core
income. Core income is measured as net income attributable to owners of the Parent Company excluding the
effects of foreign exchange and derivative gains or losses and non-recurring items (NRI), net of tax effect of
aforementioned. NRI represent gains or losses that, based on occurrence or size, are not considered usual
operating items.

The following section includes discussion of the Company’s results of its operations as presented in its
consolidated financial statements as well as management’s assessments of the performance of the Group
which is translated to core (or recurring) profit and non-core (or non-recurring) profit.

58
1H 2016 versus 1H 2015

MPIC Consolidated Statements of Comprehensive Income

Increase
Unaudited (Decrease)
1H 2016 1H 2015 Amount %
(in Php Millions)
Operating revenues 21,741 17,598 4,143 24
Cost of sales and services 8,754 6,364 2,390 38
General and administrative expenses 4,233 3,722 511 14
Interest expense 2,726 2,336 390 17
Share in net earnings of equity method investees 3,522 2,858 664 23
Interest income 213 265 (52) (20)
Other income (expense) - net 1,774 517 1,257 >100
Provision for income tax 1,614 582 1,032 >100
Net income attributable to owners of the Parent Company 6,980 5,563 1,417 25
Other comprehensive income (loss) attributable to owners of
the Parent Company 591 (22) 613 >100
Total comprehensive income attributable to owners of
the Parent Company 7,571 5,541 2,030 37
Core income 6,644 5,884 760 13
Non-recurring income (expense) 336 (321) 657 >100

Revenues

The Company’s revenues increased by 24% to P =21,741 million for the first half of 2016, reflecting improved
performance of the Company’s major operating segments, Water, Toll road operations and Healthcare and
contributions from Rail and Logistics business. Water utilities posted an 8% increase in revenues on the
strength of 4% billed volume growth and inflationary tariff increase of 4.2% in June 2015 and 0.8% in
January 2016. MPTC posted 27% higher revenues due to SCTEX takeover and combined impact of growth on
all roads and better vehicle mix at CAVITEX (R1 Extension). Revenues in Healthcare also increased by 14%
driven by the contribution from SHHM and increased number of out-patients served across all hospitals.
LRMC contributed 8% from the total operating revenue growth.

Cost of Sales and Services

Cost of sales and services increased by 38% to P


=8,754 million for the first half of 2016 due to:

 =
P 915 million pertaining to the operations of LRMC. LRMC took over the operation of the LRT1 on
September 12, 2015 and only started generating revenues and incurring related costs from that date.

 =
P 603 million from the operations of SCTEX. SCTEX was officially turned over to MNTC on
October 27, 2015. Included in the cost of sales and services is the BCDA fees amounting to
=399 million. Under the SCTEX concession agreement, MNTC shall pay BCDA monthly concession
P
fees amounting to 50% of the Audited Gross Toll Revenues of SCTEX.

 =
P 207 million increase in amortization of service concession asset. Service concession asset for the
water and toll businesses are amortized based on the units-of-production method. Growth in the
traffic and volume of water billed contributed to the increase in amortization cost.

59
 =
P 233 million increase in cost of sales and services for the Hospital business. With the increase in
hospital revenues driven by the increase in out-patient served, there was corresponding increase in the
related costs.

General and administrative expenses

General and administrative expenses increased by 14% to P =4,233 million for the first half of 2016 due to
increases in personnel costs and professional fees driven by LRMC’s take-over of the operation of LRT1
beginning September 12, 2015. Annual salary increases and expanded headcount caused further increase in
personnel costs.

Interest expense

Interest expense increased by 17% to P =2,726 million for the first half of 2016 mainly coming from MPIC’s
=25 billion facility, of which P
P =23.5 billion was drawn during various dates in 2015 (P =20.0 billion in June 2015
and additional P
=3.5 billion during the second half of 2015), while P =1.5 billion was drawn in March 2016.

Share in net earnings of equity method investees

Increase in share in the net earnings of associates and joint ventures for the first six months of 2016 is due
substantially to the increased effective ownership in MERALCO and investment in GBPC.

MPIC’s period-end ownership in MERALCO increased from 32.5% during the six-month period ended June
30, 2015 to 41.2% in the same period in 2016. The increase in effective ownership resulted from acquisition
of 10% direct ownership in MERALCO from Beacon Electric (April 2015 transaction) and increase in direct
ownership in Beacon Electric through acquisition of 25% ownership interest from PCEV (May 2016
transaction).

On May 27, 2016, BPHI, Beacon Electric’s wholly-owned entity, entered into a Share Purchase Agreement
with GTCHI to acquire an aggregate 56% of the ordinary and issued share capital of GBPC. MPIC’s effective
ownership in GBPC through Beacon Electric is at 42% resulting to an effective share in the net earnings of
GBPC at P
=114 million, net of financing costs, for the month ended June 30, 2016.

The new investment in GBPC, increased effective ownership in MERALCO and the reduced debt at Beacon
Electric combined to increase total equity in net earnings in Beacon Electric and MERALCO to
=3,126 million in the first half of 2016 from P
P =2,407 million in the first half of 2015.

Other income - net

Other income (net of other expenses) increased to P


=1,774 million with lower provisions and higher dividend
income from Beacon Electric’s Preferred shares in 2016 as compared with 2015. For the six-month periods
ended June 30, 2016 and 2015, the Parent Company’s dividend income from Beacon Electric’s preferred
shares amounted to P
=1,215 million and P=405 million, respectively.

Provision for income tax

The Company booked P =1,614 million of net provision for income tax for the six-month period ended June 30,
2016 as compared with the P
=582 million net provision for income tax during the same period in 2015.

The increase in provision for income tax primarily resulted from the increase in the current tax provision from
=698 million in the first half of 2015 to P
P =2,075 million during the same period in 2016. Increase in current
tax provision is attributable to Maynilad’s increase in tax expense with the expiration of its income tax holiday

60
in December 2015. Maynilad’s current tax provision amounted to P
=1.1 billion for the first half of 2016 as
compared with only P
=29 million during the same period in 2015.

Net income attributable to equity holders of the Parent Company

The 25% increase in the net income attributable to equity holders of MPIC from P =5,563 million to
=6,980 million for the six month period is attributable mainly to the strong growth in profit contribution of the
P
major businesses:
 increase in effective ownership in MERALCO, higher preferred dividend income from Beacon
Electric, contribution from GBPC and reduced debt at Beacon Electric;
 strong traffic growth on all the roads held by MPTC and contribution from SCTEX;
 increase in the hospitals’ patients served; and
 contribution from LRMC.

Core Income attributable to equity holders of the Parent Company

MPIC’s share in the consolidated core income increased by 13% from P


=5,884 million for the first half of 2015
to P
=6,644 million in 2016 primarily reflecting the following:

 43% increase in contribution from Beacon Electric and MERALCO from P =2,937 million in the first
six months of 2015 to P
=4,193 million in 2016 due to increased effective ownership in MERALCO,
new investment in GBPC, higher preferred dividends from Beacon Electric and reduced debt at
Beacon Electric.

 32% increase in contribution from Toll road operations from P=1,355 million in the first six months of
2015 to P
=1,792 million in 2016 due to strong traffic growth on NLEX, CAVITEX and DMT; and
contributions from SCTEX.

 33% increase in contribution from Healthcare group from P=187 million in the first six months of 2015
to P
=249 million in 2016 due to acquisition of Manila Doctors Hospital (MDH) and SHHM, increased
effective ownership in RMCI and increases in number of enrollees in Riverside College and patients
served across all hospitals.

 LRMC contributed P
=164 million in the first half of 2016 from pre-operating loss of P
=30 million in
2015.

The figures referred to above represent MPIC’s share in the stand-alone core income of the operating
companies, net of consolidation adjustments.

Water segment’s contribution decreased from P


=2,418 million in the first half of 2015 to P
=1,799 million in
2016 mainly due to higher income tax expense driven by the expiration of Maynilad’s Income Tax Holiday
end of 2015.

Beacon Electric and MERALCO, Maynilad, MPTC, Healthcare and Rail accounted for 52%, 22%, 22%, 3%
and 1%, respectively, of MPIC’s share of operating income.

Non-recurring income (expenses)

The Company posted net non-recurring income of P =336 million during the first half of 2016 as compared with
last year’s P
=321million of net non-recurring expenses. Current period’s net non-recurring income primarily
resulted from the remeasurement of future deferred taxes.

61
In connection with the expiry of Maynilad’s Income Tax Holiday, Maynilad reviewed its tax position and
determined that it was beneficial to elect for the optional standard deduction (OSD) in computing its income
taxes for the year as opposed to the more traditional itemized deduction. Likewise, a review of Maynilad’s
projected gross margin and net income showed that the applicable tax rate for the expected manner of
recovery and settlement of the deferred taxes is at the effective tax rate of 18% using OSD. This resulted in a
re-measurement of the deferred tax assets recorded in Maynilad’s balance sheet resulting in either a write-
down of DTA for cost of services measured at the 30% tax rate to the effective tax rate of 18%, or totally
writing off DTA on expense items no longer deductible in an OSD regime. MPIC also remeasured the
deferred tax liability that resulted from business combination accounting when MPIC acquired Maynilad.

The net gain included in the non-recurring income amounted to P=545 million coming from the combined
effect of the deferred tax re-measurement at both Maynilad level (reduction in deferred tax asset) and the
consolidated level (reduction in deferred tax liability) .

62
II - OPERATING SEGMENTS OF THE GROUP

Water utilities
Increase
Unaudited (Decrease)
Maynilad Water Services, Inc. 1H 2016 1H 2015 Amount %
(in Php Millions)
Consolidated Statements of Income
Revenues 10,120 9,336 784 8
Costs and Expenses 3,918 3,344 574 17
Interest expense - net 967 980 (13) (1)
Other income (expense) - net 138 (332) 470 >100
Benefit from (Provision for) income tax (1,770) 145 (1,910) >100
Core Income 3,603 4,825 (1,222) (25)
Non-recurring income (expense) (593) (67) 526 >100
Reported Net Income 3,010 4,758 (1,748) (37)
Core EBITDA 7,546 6,717 829 12
Core EBITDA margin 75% 72% 3% 4
Capital Expenditure 3,625 3,931 (306) (8)

Increase
Key Performance Indicators (Decrease)
1H 2016 1H 2015 Amount %
Volume of water supplied (MCM) 350.1 352.3 (2.2) (1)
Volume of water billed (MCM) 247.6 238.5 9.1 4
Volume of water billed (MCM) - Consolidated 253.9 244.7 9.2 4
Non revenue water % (average) 29.3% 32.3% (3.0%) (9)
Non revenue water % (period end) 27.8% 30.0% (2.2%) (7)
Billed customers (period end) 1,289,223 1,229,198 60,025 5
Customer mix (% based on billed volume)
Domestic (residential and semi-business) 81.2% 80.4% 0.8% 1
Non-domestic (commercial and industrial) 18.8% 19.6% (0.8%) (4)

Operational highlights

Maynilad

Maynilad, the biggest water utility in the Philippines, achieved a 4% increase in volume sold in its
concession area for the first half of 2016. The number of water connections (or billed customers) rose 5% to
1,289,223 by the end of June 2016 from 1,229,198 in June 2015.

Non-Revenue Water (NRW) fell to 27.8% as at the end of June 2016 from 30.0% at end-June 2015 as the
billed volume grew faster than the increase in water supply. Just nine years ago, when MPIC first invested in
Maynilad, NRW was at a staggering 68% and millions of customers had inadequate access to water. Just in
the first six months of 2016, Maynilad repaired 14,871 pipe leaks across its concession area, making possible
the recovery of some 58.1 MLD (million liters per day) of water for the use of its customers.

Maynilad installed 47 kilometers of water pipes in the period, expanding its distribution line to 7,618
kilometers. This year, Maynilad has allocated P =13.6 billion for water and wastewater infrastructure projects;
=11.5 billion of this is allocated to water infrastructure projects and the NRW reduction program. The
P

63
remainder will be allocated to wastewater management projects in Cavite, Muntinlupa, Quezon City and
Valenzuela.

Consolidated billed volume for Maynilad and its subsidiary Philhydro rose 4% to 253.9 MCM from 244.7
MCM.

On December 29, 2014, Maynilad received a favorable award in its arbitration of its 2013-2017 water tariff
which the MWSS continues to ignore. Acting in formal accordance with the provisions of its concession,
Maynilad has notified the Republic of the Philippines (Republic) that it is calling on the Republic’s written
undertaking to compensate Maynilad for losses arising from delayed implementation of the new tariff. This
was ignored, too, so on March 27, 2015 Maynilad served a Notice of Arbitration against the Republic. The
Arbitration Tribunal was constituted during the fourth quarter of 2015 and the arbitration is expected to be
heard in December 2016 in Singapore.

Notwithstanding the ongoing arbitration, Maynilad remains committed to providing clean and safe water to
its customers. Capital expenditure for the first six months of 2016 stood at P
=3.6 billion, of which a
significant portion was for the upgrade and construction of reservoirs and pumping stations, laying of
primary pipelines and construction of wastewater facilities to improve public health.

MPWIC

Outside Metro Manila, MPIC continues to expand its water business through its wholly-owned subsidiary
MPWIC:

 Laguna Water District Aquatech Resources Corporation, in which MPWIC has 27% effective
ownership, commenced the operation and management of the distribution network of the Laguna
Water District on January 1, 2016. This network currently has 32,000 active service connections
covering the municipalities of Los Banos, Bay and Calauan.

 On May 5, 2016, MPWIC and the MIWD signed a Joint Venture Agreement for the supply of up to
170 MLD of bulk treated water to MIWD and the rehabilitation, expansion, operation, and
maintenance of certain water facilities. MIWD serves a population of more than 850,000 with over
34,000 active service connections, all of which are metered. Metro Iloilo Bulk Water Supply
Corporation, in which MPWIC effectively owns 80%, took over the bulk water operations from the
MIWD on July 5, 2016.

Together, these two projects are expected to provide water to a total of 66,000 service connections in
addition to Maynilad’s current service connections of 1,289,223.

On June 16, 2016, MPWIC acquired 65% of the outstanding capital stock of ESTII for an aggregate
consideration of P=1.8 billion. ESTII is engaged in the business of designing, supplying, constructing,
installing, operating and maintaining wastewater and sewage treatment plant facilities. The transaction allows
MPIC to diversify its water sector investment holdings and invest in the high-growth wastewater EPC and
O&M market.

64
Revenues

Increase
1H 2016 1H 2015 (Decrease)
Unaudited Amount %
(in Php Millions)
Water Services 8,160 7,488 672 9
Sewer Services 1,760 1,637 123 8
Other Contract & Services 200 211 (11) (5)
Total Revenues 10,120 9,336 784 8

Revenues for the six-month period ended June 30, 2016 grew 8% to P =10,120 million from P
=9,336 million last
year due to the 4% increase in billed volume and inflationary tariff increase of 4.2% beginning June 2015 and
0.8% beginning January 2016. Percentage increases in the components of Maynilad’s revenues are set out
above.

Costs and Expenses

Costs and expenses grew by 17% from P =3,344 million to P=3,918 million due to higher personnel cost and
amortization of service concession. Increase of 8% in personnel costs was driven by headcount growth and
salary adjustments. Amortization of the concession asset increased due to additional capital expenditures and
increased billed volume due to the Maynilad’s use of unit-of-production as its method of amortization. The
first six months of 2015 benefitted from the reversal of provision for doubtful accounts even as no additional
provisions were made this year. Maynilad’s average days sales outstanding as at end of June 2016 was
maintained at 47 days, slightly higher than the 44 days measured at the end of 2015.

Core income

Maynilad’s Core Income decreased by 25% to P =3,603 million for the first six months of 2016 from
=4,852 million last year largely due to higher income tax driven by the expiration of Maynilad’s Income Tax
P
Holiday in December 2015.

Non-recurring income (expense)

Non-recurring expense for the first six months of 2016 was significantly higher than last year with the impact
of the remeasurement of the deferred tax asset using OSD. In previous years, Maynilad measured deferred tax
using the itemized deduction method based on conditions existing at the time of issuance of the financial
statements. Maynilad made a review of its income tax position with the income tax holiday expiring and
concluded that OSD approach was optimal. Based on review of projected gross margin and net income, the
applicable tax rate for the expected recovery and settlement of the deferred taxes is at the effective tax rate of
18% using OSD.

The tax remeasurement resulted to a reduction in the deferred tax asset amounting to P
=488 million, recognize
as non-recurring expense.

65
Reported Net Income

The decrease in Reported Net Income by 37% is higher than the decrease in Core Income of 25% (as
discussed above) with Maynilad recognizing higher non-recurring expenses.

Toll Roads

Increase
1H 2016 1H 2015 (Decrease)
Metro Pacific Tollways Corporation Unaudited Amount %
(in Php Millions)
Consolidated Statements of Income
Net toll revenues 5,946 4,670 1,276 27
Cost of Services 2,481 1,716 765 45
Operating expenses 544 500 44 9
Interest expense - net 536 576 (40) (7)
Share in earnings of an associate 216 178 38 21
Other income - net 115 133 (18) (14)
Provision for income tax 618 559 59 11
Core Income 1,625 1,244 381 31
Non-recurring income (expense) - net (75) (60) 15 25
Reported net income 2,022 1,558 464 30
Reported net income attributable to equity
holders of MPTC 1,550 1,184 366 31
Core EBITDA 3,794 3,215 579 18
Core EBITDA margin 64% 69% (5%) (7)
Capital Expenditure 2,399 1,910 489 26

Increase
Key Performance Indicators (Decrease)
1H 2016 1H 2015 Amount %
Average Daily Vehicle Entries:
NLEX 219,132 200,872 18,260 9
SCTEX* 45,609 39,569 6,040 15
CAVITEX 127,326 120,323 7,003 6
DMT 94,199 81,391 12,808 16
CII B&R 48,950 46,801 2,149 6
*MNTC took-over operations of the SCTEX beginning October 27, 2015.

Operational highlights

MPTC’s Core Net Income of P =1.6 billion for the first six months of 2016 was 31% higher than the
=1.2 billion recorded in the first half of 2015 as a result of strong traffic growth and new contributions from
P
SCTEX and CII B&R. Average daily entries rose 9% on the NLEX and 6% on the CAVITEX from a year
earlier.

Year-to-date consolidated toll revenues from NLEX and SCTEX increased by 30.4% to P =5.3 billion
compared to last year due to the revenue contribution of SCTEX amounting to P
=790.9 million.

66
Philippines:

Construction continues on Segment 10 of the NLEX Harbour Link, a 5.6-km elevated expressway costing
=10.5 billion and running from Valenzuela City all the way to C3 in Caloocan City by its expected
P
completion date in the second half of 2017.

Construction of MNTC’s P =2.6 billion Segment 2 and 3 NLEX Road-Widening Project to accommodate
growing traffic numbers commenced on March 9, 2016. The project will expand the existing two-lane
portion of NLEX between Sta. Rita and San Fernando to three lanes on both the northbound and southbound
sides, while the current one-lane stretch between Dau and Sta. Ines will be expanded to two lanes in each
direction.

On March 15, 2016, MNTC completed the integration of NLEX and SCTEX toll systems, reducing the
number of toll collection stops to two from five between Balintawak and Subic in each direction.

The Toll Regulatory Board has issued a Conditional Notice to Proceed with the construction of the C5 Link
Expressway, part of the existing CAVITEX network and a P =10 billion project spanning 7.6 kilometers to link
C-5 Road in Tausig to R-1 (Coastal) Expressway. Construction is expected to start by the first quarter of
2017 upon approval of the final engineering design.

The Department of Public Works and Highways (DPWH) continues to secure rights of way for the Cavite
Laguna Expressway (CALAx) with construction beginning as early as next year. MPTC was awarded the 35-
year CALAx concession in 2015.

In April 2016, MPTC signed a joint venture agreement with the City of Cebu and Municipality of Cordova
to build the P
=27.9 billion Cebu-Cordova Bridge Project. The 8.25-km bridge project, set to be completed by
2020, will connect Cebu City to Mactan Island via Cordova.

MNTC is now finalizing implementation plans with the DPWH for its project to build an elevated
expressway to connect the Northern and Southern toll road systems at a cost of P
=18 billion. The proposal
was subject to a public bidding via the Government’s Swiss Challenge process and no competing bids were
submitted.

Under the previous Government administration, sizeable pending tariff adjustments accumulated for the
NLEX and the CAVITEX through successive failures to raise tariffs since 2012. We are hopeful of prompt
resolution of these matters with the new Administration.

On August 26, 2015, MPTC’s companies filed notice with the Toll Regulatory Board (TRB) and Department
of Transportation and Communications (DOTC) demanding settlement of past due tariff increases but no
resolution was forthcoming. In April 2016, MNTC and CIC each issued a Notice of Arbitration and
Statement of Claim to the Republic of the Philippines, through the TRB, to obtain compensation amounting
to approximately P=3 billion (for NLEX as of December 31, 2015) and P=877 million (for CAVITEX as of
March 27, 2016) for TRB’s inaction on lawful toll rate adjustments which were due since January 1, 2013
(for NLEX) and January 1, 2012 (for CAVITEX).

MPTC’s various road construction projects will cost approximately P =132 billion over the next few years. It is
therefore imperative that overdue tariff increases be implemented to enable these projects to be appropriately
funded for the good of the nation.

Thailand:

Contribution from the Don Muang Tollway Public Company Ltd. (DMT) for the first six months of 2016
rose to P
=193 million compared with P
=130 million a year earlier on 16% traffic growth due to lower fuel
prices and higher passenger volumes at the Don Muang Airport.

67
Vietnam:

CII B&R, in which MPTC owns a 44.9% equity interest, contributed P =58.0 million to core income during the
first six months of 2016. CII B&R has a portfolio of 68.1 kilometers of roads operating at approximately
50,000 vehicles per day in and around Vietnam’s Ho Chi Minh City and new projects underway covering 53
further kilometers.

Total Vehicles & Total Income

Average daily vehicle entries for all three of our domestic tollways system (NLEX, CAVITEX and SCTEX)
totaled 404,464; DMT adds a further 94,199 a day; and CII B&R 48,950 a day bringing the overall total
traffic on our roads to 547,613 vehicles per day.

Aggregate Core Net Income across all of our Tollways operating companies – domestic and international –
=3.2 billion in the first half of 2016, of which MPIC’s share including DMT and
reached the equivalent of P
CII B&R was P =1.8 billion.

Net Toll Revenues

Net toll revenues for the first six months of 2016 amounted to P
=5,946 million, 27% higher than same period
last year, mainly due to traffic volume growth and SCTEX contribution.

Average daily vehicle entries for the first six months of 2016 for the NLEX grew by 9%. The increase in
vehicle entries combined with the revenue contribution from the SCTEX, resulted in an increase in toll
revenues at MNTC level of P =1.2 billion, out of which revenue contribution from SCTEX amounted to
=790.9 million.
P

Toll revenues at CAVITEX also increased by P


=47 million due to a 6% increase vehicle entries.

The following were the major factors that affected traffic during the period:

 Growth in Vehicle Sales. According to the report of Chamber of Automotive Manufacturers of the
Philippines, Inc. (CAMPI), vehicle sales continue to grow, reaching 167,486 units for the first half of
the year, higher by 27.4% compared to 2015. In particular, passenger car sales increased by 18.5% to
62,560 units while sales of commercial vehicles also improved by 33.3% to 104,926 units.

 Lower Oil Prices. Crude oil prices remained volatile amid subsiding fears about the Brexit
referendum’s impact on crude demand. Compared to prior period, current year-to-date average oil
prices were still lower by 7.0%, from P
=29.9/L to P
=27.8/L for diesel, and by 11.7%, from P
=46.3/L to
=40.9/L for gasoline.
P

 Enhanced and Integrated Road Network. The continuous expansion and development of major road
networks in Luzon helped increased vehicular traffic as it made travelling more efficient. This year,
DPWH completed various construction and rehabilitation projects on major access roads in Luzon
which provided a big boost to tourism, commercial and residential developments in the region
resulting to higher traffic volume in NLEX and SCTEX. The opening of Segment 9 which serve as a
faster route to CAMANAVA area from Mindanao Avenue in Quezon City and the recent integration
of NLEX and SCTEX into a unified road network also contributed to the increase in traffic demand.

 Tourism Growth. The country has welcomed a total of 2.5 million visitors for the first five months of
the year. This volume is 13% higher compared to the 2.2 million arrivals recorded last year. The
growing recognition of NLEX and SCTEX as the primary gateway to the North Luzon area has also
contributed in pump-priming tourism travel to the region.

68
Cost of Services and Operating expenses

Total cost and expenses for the first six months of 2016 grew by 37% to P =3,025 million. SCTEX contributed
26% out of the total 37% growth which included concession fees amounting to 50% of the Audited Gross Toll
Revenues of SCTEX. SCTEX concession fees paid to BCDA amounted to P =398.9 million. PNCC fees also
=264.1 million from last year’s P
increased to P =238.3 million as a result of higher NLEX toll revenues.

Operator’s fee increased to P


=1,095 million, up by 22% compared to last year due to higher fees related to
SCTEX’s O&M.

Amortization of concession asset increased in line with the increase in average daily vehicle entries and from
additional capital expenditures during the period. Increase in advertising expense was driven by the aggressive
tourism related advertisements and campaigns.

Core income

Core income increased by 31% to P


=1,625 million mainly due to the strong traffic growth and new
contributions from SCTEX and CII B&R.

Non-recurring expense

Non-recurring expense primarily relates to various project costs.

Reported Net income attributable to equity holders of MPTC

Growth in Reported Net Income is at par with growth in Core Income.

69
Power - Distribution

Increase
1H 2016 1H 2015 (Decrease)
Manila Electric Company Unaudited Amount %
(in Php Millions)
Revenues 128,804 134,008 (5,204) (4)
Expenses 114,839 117,789 (2,950) (3)
Core income 10,388 11,640 (1,252) (11)
Reported net income attributable to equity holders of
MERALCO 10,768 11,747 (979) (8)
Capital Expenditure 4,512 5,270 (758) (14)

Increase
Key Performance Indicators (Decrease)
1H 2016 1H 2015 Amount %
Volume Sold (in mln kwh) 19,717 17,753 1,964 11
System Loss (12-month moving average) 6.46% 6.60% (0.14%) (2)

Operational highlights

MERALCO’s Core Net Income for the first six months of 2016 decreased by 11% to P =10.4 billion as the
double-digit increase in electricity consumption was offset by lower distribution tariffs and an absence of the
Generation and Transmission recoveries recorded in 2015.

Energy sales rose by 11% driven by strong demand from all customer classes and warmer weather in the first
half of the year. Within the MERALCO franchise area, it is estimated that a change in temperature of 1° C
translates to approximately 5 GWh of energy consumption per day.

Notwithstanding the increase in energy sales, total revenues declined 4% to P =128.8 billion primarily due to
lower pass-through generation and other charges as a result of significantly lower fuel prices, higher
availability of MERALCO’s contracted power plants and competitively negotiated Power Supply
Agreements (“PSA”). This is good for consumers.

On June 15, 2016, the Energy Regulatory Commission (ERC) approved P =15.5 billion of capital expenditures
for the 1st Regulatory Year CAPEX of the 4th Regulatory Period. This will enable MERALCO to undertake
much needed CAPEX for load and customer growth, system reliability, power quality and efficiency of the
distribution system and support to the National Government’s PPP projects. MERACO spent P =4.5 billion on
CAPEX for the first six months of 2016 on projects addressing critical loading of existing facilities and
accommodating growth in demand and customer connections. MERALCO also remains equally focused on
surpassing the previous year’s operating performance with the 12-month moving average system loss at a
record best of 6.4% at the end of June 2016, 2.1 percentage points lower than the regulatory cap set by the
ERC of 8.5%.

70
MERALCO through MERALCO PowerGen Corporation (MGen) continues to increase the scope of its
power projects:

 Redondo Peninsula Energy, Inc. (RP Energy), a joint venture of MGen, Therma Luzon, Inc., and
Taiwan Cogeneration International Corporation, is awaiting ERC approval of the PSA which covers
a substantial portion of its first 300 MW capacity.

 San Buenaventura Power Limited (SBPL), a joint venture between MGen and Thailand’s New
Growth B.V., is developing a 455 MW (net) supercritical coal-fired power plant in Mauban, Quezon.
Construction activities are proceeding as scheduled. Commercial operation is targeted by 2019.

 Atimonan One Energy Corporation is awaiting review and approval of its PSA by the ERC for it to
issue a Notice to Proceed for the Engineering, Procurement and Construction (EPC) contract and
achieve financial close for its 2x600 MW coal-fired plant in Atimonan, Quezon. The PSA for the
entire capacity was contracted by MERALCO.

 GBPC, in which MERALCO owns 14%, is awaiting ERC’s approval of the PSA covering 70MW of
its 150MW coal-fired facility in Iloilo City. Commercial operations is expected end of 2016.

MGen has signed joint venture agreements for the St. Raphael’s 2x350 MW (net) pulverized coal-fired plant
with Semirara Mining and Power Corporation and the 4x150 MW Mariveles Power Generation Corporation
coal-fired plant with San Miguel Energy Corporation.

Revenues

Consolidated revenues during the first six months of 2016 were 4% lower at P =128.8 billion compared with the
=134.0 billion in 2015. Consolidated electric revenues represents 97% or P
P =124.8 billion of total revenues.
Generation charges billed to MERALCO’s customers averaged at P =4.00 per kWh in the first half of 2016, or
20% lower than P =5.00 per kWh in 2015. Transmission charges were at P =0.90 per kWh or 3% lower than last
year. MERALCO’s distribution rate was P =1.43 per kWh, 9% lower than the average for the first half.

Expenses

Operating expenses decreased by 3% to P =114.8 billion compared with P


=117.8 billion in 2015 mainly due to
lower purchased power. This was partially dampened by the operating expenses growth of 5.5% due to higher
labor, labor-related and contracted services.

71
Power - Generation

FTM*
June 30, Increase
2016 1H 2016 1H 2015 (Decrease)
Power Generation Unaudited Amount %
(in Php Millions)
Revenue 1,645 8,518 8,938 (420) (5)
EBITDA Core 922 4,260 3,786 474 13
Core Income 404 1,419 1,115 304 27
Reported Net Income attributable to
equity holders of GBPC 391 1,250 1,167 83 7

FTM*
June 30, Increase
Key Performance Indicators 2016 (Decrease)
1H 2016 1H 2015 Amount %
Electricity Sold (consolidated; GWh) 328 1,787 1,721 66 4
Bilateral – Generation 293 1,604 1,523 81 5
Bilateral – WESM 12 119 118 1 1
WESM – Spot Sales 23 64 80 (16) (20)

*FTM stands for “For the Month”

GBPC is a holding company which, through its subsidiaries, is one of the leading independent power producers
in the Visayas region and Mindoro island, with a combined gross maximum capacity of 704 MW comprising
696.5 MW of power supplied to the Visayas grid and 7.5 MW of power supplied within Mindoro island.

Of the power plants currently operated by GBPC, the largest is the 246 MW clean coal-fired power plant in
Toledo City, Cebu, which is operated by Cebu Energy Development Corporation (CEDC). GBPC effectively
has 52.2% interest in CEDC. This facility is the first commercial clean coal power plant in the Philippines.

The second largest power generation facility is the 164 MW clean coal-fired power plant in Iloilo City, which
is operated by Panay Energy Development Corporation (PEDC), in which GBPC holds an 89.3% beneficial
interest. PEDC is currently undertaking its 150 MW expansion project that will supply the growing needs of
Panay and the rest of the Visayas region by second half of 2016.

GBPC, through its subsidiary Global Luzon Energy Development Corporation (GLEDC), is also developing a
670 MW super critical coal fired plant in La Union, which is scheduled to be operational by 2022. GLEDC is
in the process of securing its Environmental Compliance Certificate and has completed public scoping last
July 15, 2016.

GBPC’s other power generation facilities consist of a 60 MW coal facility, a 82 MW coal facility and a
40 MW fuel oil facility operated by Toledo Power Company (TPC); a 72 MW fuel oil facility, a 20 MW fuel
oil facility, a 7.5 MW fuel oil facility and a 5 MW fuel oil facility operated by Panay Power Corporation
(PPC); and a 7.5 MW fuel oil facility operated by GBH Power Resources Inc. (GPRI).

GBPC, through its power generation companies, sells electricity through its bilateral power supply agreements
and through the Wholesale Electricity Spot Market (WESM).

GBPC enters into bilateral off-take arrangements through Electric Power Purchase Agreements (EPPA)
between its generation subsidiaries and the power-off-takers such as distribution utilities, electric cooperatives

72
and other industrial off-takers. Ninety six percent (96%) of GBPC’s total electricity sales for the six months
ended June 30, 2016 were earned from its contracted power off-taker customers.

GBPC, through its Global Energy Supply Corporation (GESC) a retail electricity supplier accredited by the
ERC, provides power to big-load customers also known as “Contestable Customers”. This was made possible
through the execution of Retail Supply Contracts. 84,177 megawatt-hours of electricity for the six-month
ended June 30, 2016 was sold through Retail Supply Contracts.

MERALCO recently filed joint applications with the Energy Regulatory Commission (ERC) for the approval
of the Power Supply Agreements (PSA) with PEDC for the purchase of up to 28 MW of electrical output, and
which will be increased to 70 MW on February 2017, from its 150 MW expansion project and with GLEDC
for the purchase of up to 600 MW of electrical output. Meanwhile, the ERC has issued provisional authority
to implement MERALCO’s interim power supply agreement (IPSA) with TPC and PPC for the supply of
28 MW and 45 MW, respectively. The IPSA shall expire on February 2017.

GBPC’s revenues for the six-month period ended June 30, 2016 comprising energy fees and fuel pass-through
costs, declined from P
=8,938 million in the first half of 2015 to P
=8,518 million in 2016. Notwithstanding the
4% growth in GWh sales from 1,721 gigawatt hours in 2015 to 1,787 gigawatt hours in 2016, revenues
decreased mainly due to lower power market prices and lower fuel and other passed through costs.

EBITDA Core for the half year 2016 improved by 12.6% from 2015 due to lower purchased power expenses
with higher plant availability. In 2015, CEDC had higher downtime days due to forced outages caused by
various tube leaks. Core income also improved by 27% with lower interest costs at CEDC.

Global Power’s core income contribution to the earnings of MPIC amounted to P


=120 million, net of financing
costs, for the month of June 2016.

Healthcare

Increase
1H 2016 1H 2015 (Decrease)
Healthcare Group* Unaudited Amount %
(in Php Millions)
Gross Revenues 9,264 7,396 1,868 25
Expenses 7,365 5,907 1,458 25
Core EBITDA 1,966 1,572 394 25
Core Income 766 565 201 36
Reported Net Income 767 567 200 35

Increase
Key Performance Indicators (Decrease)
1H 2016 1H 2015 Amount %
Occupancy rate (%) - Standard Beds 67% 61% 6% 10
Total beds available 2,602 2,127 475 22
No. of Patients - In patient 73,416 58,704 14,712 25
No. of Patients - Out patient 1,291,085 985,009 306,076 31
No. of Accredited Doctors 7,126 5,437 1,689 31
No. of Enrollees (schools) - average YTD 4,912 4,045 867 21
*Combined financial results of entities under the healthcare group (e.g. subsidiaries and associates).

73
Aggregate Core Net Income for the Hospital Group rose 36% to P =766 million in the first six months of 2016
compared with the first half of 2015 as a result of increasing patient revenues, increasing enrollees at medical
schools, gains from completed capital expenditure programs, lower interest costs and savings from group
synergy projects. Contribution to MPIC’s core net income grew 33% from P =187 million in the first half of
2015 to P
=249 million in the first six months of 2016 reflecting increased effective ownership in Riverside
Medical Center (RMCI) and acquisition of Manila Doctors Hospital (MDH).

On March 7, 2016, MPHHI completed the P =150-million acquisition of a 51% equity shareholding in SHHM,
a 47-year-old Level two hospital and a respected institution in Bulacan City. The funds paid by MPHHI will
finance an increase in patient beds and the acquisition of new medical equipment.

On July 29, 2016, MPHHI completed the acquisition of a 93% equity shareholding in Marikina Valley
Medical Center (MVMC) for P =993 million. MVMC is the leading tertiary hospital in the eastern side of the
National Capital Region with a current bed capacity of 99 beds, expandable to 140 beds with the recent
completion of its new Medical Arts Building.

Including SHHM and MVMC, MPHHI has now grown to 12 hospitals with approximately 2,800 beds
throughout the country – seven in Metro Manila (Makati Medical Center, Cardinal Santos Medical Center,
Our Lady of Lourdes Hospital, Asian Hospital, De Los Santos Medical Center, MDH and MVMC) and five
around the country (Davao Doctors Hospital, RMCI in Bacolod, Central Luzon Doctors Hospital in Tarlac,
West Metro Medical Center in Zamboanga, and SHHM in Bulacan). In addition, MPHHI has also invested in
a mall-based diagnostic and surgical center Mega Clinic in SM Megamall, and has indirect ownership in two
healthcare colleges, Davao Doctors College and Riverside College Inc. in Bacolod.

Rail

Increase
1H 2016 1H 2015 (Decrease)
Rail Unaudited Amount %
(in Php Millions)
Farebox revenues 1,478 - 1,478 100
Advertising and rental revenues 18 - 18 100
Expenses 1,147 57 1,090 >100
Core Income (loss) 298 (54) 352 >100
Reported Net Income (loss) 302 (47) 349 >100

Increase
Key Performance Indicators (Decrease)
1H 2016 1H 2015 Amount %
Average daily ridership 405,568 - 405,568 100
beepTM card sold 738,979 - 738,979 100

Light Rail Manila Corporation (LRMC), in which MPIC holds an effective stake of 55%, has operated the
LRT Line 1 (LRT1), since September 12, 2015.

LRMC served an average daily ridership of 405,568 for the first six months of 2016, an improvement of 8%
from the average daily ridership of 377,000 recorded in September 2015 when LRMC first took over the
operations. It should be noted that out of the 100 Light Rail Vehicles (LRVs) committed to be delivered to
LRMC upon takeover, only 77 were in safe operating condition. Since the handover of the LRT1, LRMC has
successfully restored a further 14 LRVs bringing the total available to 91 by end of June 2016.

74
On February 11, 2016, LRMC signed a P =24 billion loan facility and the EPC agreement for the LRT1 Cavite
Extension. Of the loan facility, P =15.3 billion is allocated for the Cavite Extension and the remaining P
=8.7
billion for the rehabilitation of the existing LRT1 system. This July 2016, LRMC awarded an installation
contract for replacement, lining and leveling of approximately 26.5 kilometers of rail including replacement
of sleepers and ballast. When completed, this will enable the reinstatement of a train running speed of 60 kph
to shorten journey times and increase transport capacity for passengers.

AF Payments Inc. (AFPI), in which MPIC has a 20% shareholding, holds the Automated Fare Collection
System (AFCS) franchise for LRT1, LRT2, and MRT3. Through a contactless payments card known as the
“beep™ card”, AFPI has created an integrated ticketing system for the light rail lines allowing commuters to
switch seamlessly from one line to another. Approximately 739,000 beep™ cards were sold in the first six
months of 2016.

In April 2016, AFPI signed agreements with three bus lines for use of the beep™ card. This is an important
milestone for AFPI as this is a testament to the growing acceptance of the beep™ card. To date, 2.1 million
beep™ cards are in circulation and our goal is to further expand its usage in the public transport sector,
tollroads and retail establishments.

2Q 2016 versus 2Q 2015

MPIC Consolidated Statements of Comprehensive Income

Increase
2Q 2016 2Q 2015 (Decrease)
Unaudited Amount %
(in Php Millions)
Operating Revenues 11,146 9,061 2,085 23
Cost of Sales and Services 4,497 3,223 1,274 40
General and administrative expenses 2,035 1,865 170 9
Interest expense 1,382 1,236 146 12
Share in net earnings of equity method investees 2,102 1,938 164 8
Interest income 116 138 (22) (16)
Other income - net 1,282 53 1,229 >100
Provision for income tax 593 320 273 85
Net income attributable to owners of the Parent Company 4,352 3,119 1,233 40
Other comprehensive income (loss) attributable to owners of
the Parent Company 791 76 715 >100
Total comprehensive income attributable to owners of
the Parent Company 5,143 3,195 1,948 61
Core income 3,902 3,318 584 18
Non-recurring income (expense) 374 (199) 573 >100

Revenues

The Company’s revenues increased by 23% to P =11,146 million for the second quarter of 2016, reflecting
improved performance of the Company’s major operating segments and contributions from SCTEX and
LRMC.
 Water utilities posted 7% increase in revenues brought about by 3% billed volume growth and the
impact of the 4.2% inflationary tariff increase beginning June 2015 and 0.8% beginning January 2016.
 MPTC likewise posted 28% higher revenues mainly due to higher traffic in NLEX and CAVITEX
and new contributions from SCTEX.

75
 Healthcare revenues also increased by 15% driven by the increasing number of outpatients served and
increase in number and complexity of medical procedures and new contributions from WMMC and
SHHM.
 LRMC’s farebox revenues for the 2nd quarter of 2016 contributed 8% from the total 23% growth in
revenues.

Cost of Sales and Services

Cost of sales and services increased by 40% to P


=4,497 million for the second quarter of 2016 due to:

 =
P 485 million pertaining to the operations of LRMC. LRMC took over the operation of the LRT1 on
September 12, 2015 and only started generating revenues and incurring related costs from that date.

 =
P 312 million from the operations of SCTEX. SCTEX was officially turned over to MNTC on
October 27, 2015. Included in the cost of sales and services is the BCDA fees amounting to
=207 million. Under the SCTEX concession agreement, MNTC shall pay BCDA monthly concession
P
fees amounting to 50% of the Audited Gross Toll Revenues of SCTEX.

General and administrative expenses

General and administrative expenses increased by 9% to P =2,035 million for the second quarter of 2016 due to
increases in personnel costs and professional fees driven by LRMC’s take-over of operation of LRT1
beginning September 12, 2015. Annual salary increases and expanded headcount caused further increase in
personnel costs.

Interest expense

Interest expense increased by 12% to P =1,382 million for the second quarter of 2016 mainly coming from
MPIC’s P =25 billion facility, of which P
=23.5 billion was drawn during various dates in 2015 (P=20.0 billion in
June 2015 and additional P =3.5 billion during the second half of 2015), while P
=1.5 billion was drawn in March
2016.

Share in net earnings of equity method investees

Increase in MPIC’s share in the net earnings of associates and joint venture for the second quarter of 2016 is
primarily attributable to increase in effective share in MERALCO from 32.48% in 2Q2015 to 41.22% in
2Q2016 and one-month share in GBPC’s operating income.

Interest income

Interest income decreased by 16% to P


=116 million for the second quarter of 2016 mainly due to a lower level
of placements.

Other income - net

Other income (net of other expenses) at P


=1,282 million in 2Q2016 increased from P
=53 million mainly due to
dividend income from Beacon Electric’s preferred dividends. Out of P=1,215 million representing the
Company’s share in the preferred dividends declared by Beacon Electric during the six-month periods ended
June 30, 2016, P
=810 million was declared during the second quarter of 2016.

76
Provision for income tax

Provision for income tax increased by 85% to P


=593 billion in 2Q 2016. Increase in provision for income tax
is mainly driven by Maynilad’s higher current income tax attributable to the expiration of its Income Tax
Holiday.

Consolidated net income attributable to equity holders of the Parent Company

Consolidated net income increased from P=3,119 million to P=4,352 million for the second quarter. The increase
was mainly driven by the strong growth in profit contribution of the major businesses, increased effective
ownership in MERALCO and new contributions from GBPC, LRMC, SCTEX and CII B&R.

Core Income attributable to equity holders of the Parent Company

MPIC’s share in the consolidated core income increased by 18% from P


=3,318 million for the second quarter
of 2015 to P
=3,902 million in 2016 mainly reflecting the following:

 43% increase in contribution from Toll road operation from P


=672 million in 2Q2015 to P
=958 million
in 2Q2016 mainly due to strong volume growth and new contributions from SCTEX and CII B&R.

 41% increase in contribution from Power from P


=1,830 million in 2Q2015 to P
=2,572 million in
2Q2016 due to increased shareholding in MERALCO from 32.48% to 41.22%, one month
contribution from GBPC and higher Beacon Electric preferred dividends.

 40% increase in contribution from Healthcare group from P


=82 million in 2Q2015 to P
=115 million in
2Q2016 mainly due contributions from MDH and SHHM.

 LRMC contributed P
=79 million in the second quarter of 2016.

The above represent MPIC’s share in the stand-alone core income of the operating companies, net of
consolidation adjustments.

Water utilities’ contribution decreased from P


=1,298 million in the second quarter of 2015 to P
=956 million in
second quarter of 2016 mainly due to higher income tax expense driven by the expiration of Maynilad’s
Income Tax Holiday end of 2015.

Power, Tollroads, Water Utilities, Healthcare and Rail accounted for 56%, 21%, 20%, 2% and 1%
respectively, of MPIC’s share in operating income.

Non-recurring income (expenses)

Non-recurring income amounted to P=374 million for the second quarter 2016 from P
=199 million of charges
last year. Non-recurring income substantially comprises of remeasurement of deferred taxes with Maynilad’s
election of OSD.

77
Discussion on Financial Position as at December 31, 2015 and June 30, 2016

Assets

The following table summarizes the individual increases (decreases) of consolidated asset accounts.

June 30, December 31, Increase


2016 2015 (Decrease)
Unaudited % Audited % Amount %
(in Php Millions)
ASSETS
Current assets
Cash and cash equivalents and short-
term deposits 20,529 59 23,936 66 (3,407) (14)
Restricted cash 2,471 7 2,414 7 57 2
Receivables 6,145 18 4,441 12 1,704 38
Due from related parties 122 - 137 - (15) (11)
Other current assets 4,274 12 3,938 11 336 9
33,541 96 34,866 96 (1,325) (4)
Asset held for sale 1,565 4 1,480 4 85 6
35,106 100 36,346 100 (1,240) (3)

Noncurrent Assets
Restricted cash 889 - 889 - - -
Receivables 57 - 145 - (88) (61)
Available for sale financial assets 2,113 1 2,018 1 95 5
Investments and advances 126,603 41 96,202 36 30,401 32
Goodwill 20,333 7 18,308 7 2,025 11
Service concession assets 140,884 46 135,760 52 5,124 4
Property use rights 575 - 596 - (21) (4)
Property and equipment 9,709 3 8,016 3 1,693 21
Other noncurrent assets 4,813 2 3,900 1 913 23
305,976 100 265,834 100 40,142 15

 Cash and cash equivalents and short-term deposits – (Decrease) While MPIC received a total of P =22
billion as proceeds from GTCHI’s subscription to MPIC shares, decrease in cash is mainly due to
(i) acquisitions of 25% of Beacon Electric’s common and preferred shares (P =17 billion paid in 2016);
(ii) P
=3.5 billion subscription to new preferred shares issued by Beacon Electric to partially finance
acquisition of GBPC; (iii) acquisition of new subsidiaries and businesses (ESTII at net cash outflow to
date at P
=1.0 billion and Logistics assets for P
=2.168 billion) and (iv) CAPEX payments net of proceed from
loan drawdown.

 Receivables – current and non-current portions – (Increase) Increase resulted from increases in
(i) receivables amounting to P
=600 million; and (ii) dividend receivable amounting to P
=844 million. On
June 30, 2016, the BOD of Beacon Electric approved the declaration of cash dividends to preferred
shareholders payable on July 29, 2016. MPIC’s share of the dividends on the preferred shares amounted
to P
=810 billion included as dividends receivable as at June 30, 2016.

78
 Investments and advances – (Increase) Increase is mainly attributable to (i) acquisition of 25% of Beacon
Electric common and preferred shares from PCEV and subscription of P =3.5 billion to new Beacon Electric
preferred shares (see Note 9 to the June 30, 2016 Consolidated Financial Statements) and (ii) recognition
of shares in net earnings for the six month period ended June 30, 2016, net of dividends received from the
investees.

 Goodwill – (Increase) Goodwill arising from (i) MMI’s acquisition of logistics asset and (ii) MPWIC’s
acquisition of new subsidiary, ESTII (see Note 4 to the June 30, 2016 Consolidated Financial Statements).

 Service concession assets – (Increase) Mainly due to the additional capital expenditures for the year, net
of amortization. For the six-month period ended June 30, 2016, additions to the Toll operations pertain
mainly to on-going construction of Segment 10 and pre-construction costs of Segment 8.2 of Phase II of
the NLEX; additions for the water utilities substantially relate to the cost of rehabilitation works and
additional construction; and additions for rail pertains to the costs of rehabilitation works and consultancy
cost for LRT1 Extension project.

 Property and equipment – (Increase) Increase is mainly driven by MMI’s acquisition of logistics assets
and CAPEX at the hospital group.

 Other noncurrent assets – (Increase) Increase is attributable to recognition of intangible asset arising from
business combination accounting. A total of P =1.2 billion intangible assets were recognized as a result of
acquisition accounting. This increase in intangible assets is partially offset by the decrease in deferred tax
asset. Maynilad reduced the carrying value of its deferred tax asset by P =487.8 million as a result of its
OSD election (see Note 11 to the June 30, 2016 Consolidated Financial Statements).

79
Liabilities and Equity

The following table summarizes the individual increases (decreases) of consolidated liability and equity
accounts.

June 30, December 31, Increase


2016 2015 (Decrease)
Unaudited % Audited % Amount %
(in Php millions)
Current Liabilities
Accounts payable and other current
liabilities 14,784 42 14,757 44 27 -
Income tax payable 522 2 417 1 105 25
Due to related parties 10,317 30 8,550 25 1,767 21
Current portion of:
Provisions 5,040 15 5,475 16 (435) (8)
Service concession fees payable 464 1 565 2 (101) (18)
Long-term debts 3,486 10 4,149 12 (663) (16)
34,613 100 33,913 100 700 2

Noncurrent Liabilities
Noncurrent portion of:
Provisions 312 - 263 - 49 19
Service concession fees payable 25,429 17 25,188 21 241 1
Long-term debts 84,734 59 83,433 72 1,301 2
Due to related parties 6,538 4 - - 6,538 100
Deferred tax liabilities 3,467 2 4,610 4 (1,143) (25)
Other long-term liabilities 3,881 3 3,996 3 (115) (3)
Deposit for future stock subscription 21,960 15 - - 21,960 100
146,321 100 117,490 100 28,831 25

Equity
Capital stock 28,008 22 27,935 23 73 0
Additional paid-in capital 50,116 41 49,980 42 136 0
Equity reserves 6,227 5 6,248 5 (21) (0)
Retained earnings 40,425 32 35,149 30 5,276 15
Other comprehensive income reserve 1,101 1 510 0 591 116
Total equity attributable to owners of
the Parent Company 125,877 101 119,822 100 6,055 5

Non-controlling interest 34,271 30,955 3,316 11

 Due to related parties – (Increase) Mainly comprise amounts due to (i) Beacon Electric for the acquisition
of 10% MERALCO shares in April 2015 which was fully settled in July 2016 and (ii) PCEV for MPIC’s
acquisition of additional 25% ownership in Beacon Electric (see Note 16 to the June 30, 2016
Consolidated Financial Statements).

80
 Service concession fees payable – current and noncurrent portions – (Increase) Represents accretion
adjustments net of payment of concession fees.

 Long-term debt – current and noncurrent portions – (Increase) The Group drew from the following
facilities during the first six months of 2016:
o Final drawdown of P =1.5 billion from MPIC’s P
=25 Billion Facility;
o Initial drawdown of P =1.0 billion from MPTC’s P=5 Billion Facility; and
o Initial drawdown of P =513.5 million from LRMC’s P =24 Billion Facility (see Note 14 to the
June 30, 2016 Consolidated Financial Statements).

 Deferred tax liabilities – (Decrease) Mainly driven by the remeasurement of the deferred tax liability
initially recognized as a result of MPIC’s acquisition accounting for Maynilad. As mentioned above,
Maynilad remeasured its deferred tax asset using OSD and as such, the corresponding deferred tax
liability from the acquisition accounting was also remeasured assuming the temporary differences will
reverse under OSD regime (see Note 11 to the June 30, 2016 Consolidated Financial Statements).

 Deposit for future stock subscription – (Increase) In May 2016, GTCHI subscribed to 3.6 billion new
common shares of MPIC. The Deposit for future stock subscription was classified as liability as at
June 30, 2016, pending approval by SEC of MPIC’s increase in authorized capital stock (see Notes 1 and
17 to the June 30, 2016 Consolidated Financial Statements).

 Capital stock and Additional paid-in capital – (Increase) Increase in these accounts were attributable to
the proceeds from (i) ESOP exercised during the first half of 2016 and (ii) MPIC’s issuance of Class A
Voting Shares to MPHI for a total consideration of P=41.3 million (see Note 17 to the June 30, 2016
Consolidated Financial Statements).

 Retained earnings – (Increase) Attributable to the net income earned for the period, net of dividends
declared in 2016.

 Other comprehensive income (OCI) reserves – (Increase) Mainly due to share in the OCI of the equity
investees: (i) cumulative translation adjustment from DMT, which functional currency is the Thai Baht
and (ii) unrealized gain from AFS investments of MERALCO.

 Non-controlling interest (NCI) – (Increase) Increase coming from (i) NCI’s share in the net earnings in
majority owned subsidiaries, net of dividends received by them; (ii) NCI’s equity contribution in majority
owned subsidiaries, and (iii) NCI recognized in the acquisition of ESTII (see Note 4 to the June 30, 2016
Consolidated Financial Statements).

81
Liquidity and Capital Resources

The following table shows a summary of the Group’s unaudited statements of cash flows for the first six
months of 2016 and 2015 as well as our consolidated capitalization as of June 30, 2016 and December 31,
2015:

Increase
Unaudited (Decrease)
1H 2016 1H 2015 Amount %
(in Php Millions)
Cash Flows
Net cash provided by operating activities 8,395 9,823 (1,428) (15)
Net cash provided by (used in) investing activities (26,434) (35,292) (8,858) (25)
Net cash provided by (used in) financing activities 17,850 26,353 (8,503) 32
Net increase in cash and cash equivalents (189) 884 (1,073) (121)
Capital expenditures 8,323 6,871 1,452 21

Unaudited Audited Increase


June 30, December 31, (Decrease)
2016 2015 Amount %
(in Php Millions)

Capitalization
Long-term debt net of current portion 84,734 83,433 1,301 2
Current portion of long-term debt 3,486 4,149 (663) (16)
Total short and long-term debt 88,220 87,582 638 1
Non-controlling interest 34,271 30,955 3,316 11
Total equity attributable to owners of the Parent
Company 125,877 119,822 6,055 5

Cash and cash equivalents 16,280 16,469 (189) (1)


Short-term deposits 4,249 7,467 (3,218) (43)

As at June 30, 2016, MPIC’s consolidated cash and cash equivalents and short-term deposits totaled
=20,529 million, a decrease of P
P =3,407 million from P
=23,936 million as at December 31, 2015.

Operating Activities

MPIC’s consolidated net operating cash flow in the first six months of 2016 posted a 15% decrease from
=9,823 million to P
P =8,395 despite 19% growth in operating income before working capital changes due to
decrease in accounts payable driven by the LTIP payout in March 2016.

A large portion of the Group’s consolidated cash flow from operating activities is generated by the water
segment which accounted for 47% and 53% of the Group’s total revenues during the six months ended June
30, 2016 and 2015, respectively. Revenues from the toll roads business accounted for 27% for both six
months ended June 30, 2016 and 2015. Hospital business accounts for 19% for June 30, 2016 and the
remaining 20% for June 30, 2015. Rail segment contributed 7% of the total revenues for the six month period
ended June 30, 2016.

82
Investing activities

Net cash used by investing activities amounted to P


=26,434 million. Below are the significant investments
during the first six months of 2016:

 Acquisition of additional 25% in Beacon Electric – On May 30, 2016, MPIC acquired an additional
25% of Beacon Electric common and preferred shares from PCEV for an aggregate consideration of
=26 billion, bringing effective ownership in Beacon Electric to 75%. MPIC settled P
P =17 billion out of
the P
=26 billion amount due to PCEV.

 Acquisition of the Logistics Business – MPIC through MMI acquired logistics businesses and
contracts for a total consideration of P
=2.168 billion.

 Acquisition of Subsidiaries. MPWIC acquired 65% of the outstanding capital stock of ESTII for a
total consideration of P
=1.8 billion (see Note 4 to the June 30, 2016 Consolidated Financial Statements)

 Capital expenditures. The Group’s capital expenditures amounted to P =8,323 million during the first
half of 2016, compared with P=6,871 million in the first half months of 2015. Capital expenditures for
the six-month period ended June 30, 2016 comprised additions to service concession assets of
Maynilad and MPTC and continuous improvements for the Hospitals. Additions to the Toll
operations pertain mainly to on-going construction of Segment 10 and pre-construction costs of
Segment 8.2 of Phase II of the NLEX; additions for the water utilities substantially relate to the cost
of rehabilitation works and additional construction; and additions for rail segment pertains to the costs
of rehabilitation works and consultancy cost for LRT1 Extension project.

Financing Activities

The Company’s consolidated net cash inflow from financing activities was P =17,851 million in the first six
months of 2016. Below are the significant transactions during the first six months of 2016:

 Proceeds from short-term and long-term debt. The Group drew from the following facilities during
the first six months of 2016:
o Final drawdown of P =1.5 billion from MPIC’s P=25 Billion Facility;
o Initial drawdown of P =1.0 billion from MPTC’s P
=5 Billion Facility; and
o Initial drawdown of P =513.5 million from LRMC’s P =24 Billion Facility (see Note 14 to the
June 30, 2016 Consolidated Financial Statements).

 Subscription of GTCHI. MPIC entered into a Share Subscription Agreement with GTCHI for the
subscription by GTCHI of 3.6 billion common shares in MPIC for a total consideration of P
=22 billion
(see Note 17 to the June 30, 2016 Consolidated Financial Statements).

Aside from scheduled payment of debt (including interest) and service concession fees of Maynilad, cash
outflow included dividends paid to shareholders of MPIC amounting to P =1,704 million and dividends paid to
non-controlling shareholders amounting to P =1,000 million, a significant portion of which was attributable to
the share in the dividends of the non-controlling shareholders of MNTC and Maynilad Water Holding
Company, Inc.

83
FINANCIAL SOUNDNESS INDICATORS

June 30, December


Financial Ratios Formula
2016 31, 2015

a) Current Ratio Total Current Assets


1.01 1.07
Total Current Liabilities

b) Solvency Ratioa NPAT + Depreciation and amortization


0.13 0.13
Total Liabilities

c) Debt-to-Equity Ratio Total Debt


0.48 0.58
Total Equity c

d) Asset to Equity Ratio Total Assets


1.87 2.00
Total Equity c

June 30, June 30,


Financial Ratios Formula
2016 2015

e) Interest Rate Coverage Ratio EBIT


5.59 5.26
Net Interest Expense

f) Net Profit margin Net Profit after tax


45.6% 46.8%
Net Revenues

g) Return on assetsb NPAT + Interest Expense (net of tax)


3.8% 4.1%
Average Total Assets

h) Return on Equityb Net Profit after tax


6.0% 6.0%
Average Total Equity c

June 30, December


Financial Ratios Formula
2016 31, 2015

i) Return on assetsa NPAT + Interest Expense (net of tax)


7.5% 7.3%
Average Total Assets

j) Return on Equitya Net Profit after tax


11.9% 10.8%
Average Total Equity c

a
Annualized
b
for the six-month period ended June 30, 2016 and 2015
c
Total equity calculation included GTCHI’s deposit for stock subscription

84
RISK FACTORS

As an investment and management company, MPIC undertakes risk management at a number of distinct
levels:

1. On ongoing Management of the Financial Stability of the Holding Company

MPIC’s geographic focus is still predominantly the Philippines within which its management team has
extensive experience. MPIC has recently begun expanding its operations in Southeast Asia through its
equity investments in Don Muang Tollways in Thailand and in CII Bridges and Roads Investments in
Vietnam.

Prior to making a new investment, any business to be acquired is subject to an extensive due diligence
including financial, operational, regulatory and risk management as well as dispute resolution
mechanisms. Risks to investment returns are then calibrated and specific measures to manage these risks
are determined. The Company is highly selective in the investment opportunities it examines. Due
diligence is conducted on a phased basis to minimize costs of evaluating opportunities that may
ultimately not be pursued.

MPIC does not guarantee the borrowings of its investee operating companies and there are no cross
default provisions from one investee operating company to another. Financial stability of the holding
company, including its dividend commitment to shareholders, is managed by reference to the ability of
the investee companies to remit dividends to MPIC to cover operating costs and service borrowings. We
avoid currency and investment cycle mismatches by borrowing only in Pesos using primarily long term
instruments with fixed rates. The Company sets the level of debt on its own balance sheet so as to
withstand variability of dividend receipts from its operating companies associated with regulatory and
other risks described below.

MPIC’s investments involve - to varying degrees - a partnership approach with MPIC taking a
controlling position and key operating partners providing operational and technological input and thereby
mitigating risks associated with investing in new business areas. These partners are equity partners - and
having co-invested with the Company in a particular opportunity, they will participate in the risks and
rewards of the business alongside MPIC.

Financing for new investments is through a combination of debt and/or equity by reference to the
underlying strength of the cashflow of the target business and the overall financing position of MPIC
itself.

2. Risk Management within the Operating Companies

Operational risks. Each of the operating companies has a full management team which is responsible for
having their own plan to manage risk which is reviewed annually by the MPIC Audit and Risk
Management Committee, together with MPIC’s designated Chief Risk Officer, and each of the respective
operating companies’ board of directors.

Political and Regulatory. The majority of MPIC's invested capital is deployed into businesses which are
directly regulated by arms of the state: electricity distribution; water supply and distribution along with
sewage treatment; and tollroads. Each of these businesses has concession or franchise agreement which
involve a degree of operating performance obligation in order to retain our rights and earn our expected
returns. In some cases, these agreements provide for retrospective assessment of the extent of our overall
operational and financial performance sometimes over a period of years.

Risks arising from these types of businesses include the potential for differences with regulators
involving interpretation of the relevant agreements – either during the period in question or in retrospect.
To manage these risks, the investee companies have established dedicated regulatory management

85
groups with experienced personnel. Their duty is to manage the relationship with regulators, keep
management up-to-date on the status of the relationship and ensure companies are well prepared for any
forthcoming regulatory changes or challenges.

Competition and Market. Competitive and market-driven demand risks are most pronounced in
MERALCO, MPTC and the Healthcare group.

 MERALCO carries a degree of market risk and its returns in the short term may be influenced by
consumers who elect to self-generate and disconnect from the distribution grid. We are mitigating that
risk by improving efficiencies to the point that makes it largely uneconomic to self-generate.

With the move to Open Access from June 2013, MERALCO took risks associated with buying and
selling power on its own account instead of on a pass through basis. MERALCO has an experienced
management team in place to lead this business.

MERALCO is now also invested in power generation with attendant demand volume and price risks
and fuel source price and supply risks. The primary mitigants are contracting to match demand and
supply side volumes where possible and employing highly experienced power market professionals to
manage any open positions by trading in the market.

 At MPTC, we set tariffs on new road projects based on traffic projections agreed with the regulator.
Rising fuel prices, alternative means of transport and existing or prospective alternative routes are all
factors that can affect the number of vehicles that use our roads.

We alleviate this risk by choosing our projects carefully. Existing high traffic density, difficulty in
securing competing routes, a high potential for growth given demographic changes and conservative
growth estimates, even with the prior factors included in the assessment, are the important variables
we consider when committing to traffic projections with the regulator.

 For the Hospitals group, investment is taking place to enable more qualified personnel to better serve
patients more efficiently and effectively in upgraded facilities and with better equipment.

The primary risk is that investment runs ahead of demand and patient ability or willingness to pay.
We mitigate this risk by ensuring we know our target market and scale our improvements to their
ability to pay. The pace of medical innovation is accelerating requiring increased management of the
risks that costly equipment may become out of date before its cost is fully recovered and traditional
healthcare delivery models may be disrupted.

 The water company has some supply side risk in that: (i) it secures almost all of its supply from a
single source – the Angat dam; and (ii) this water source is shared by another water concessionaire, a
hydroelectric plant, and the needs of farmers for irrigation. A water usage protocol is in place to
ensure all users receive water as expected within the constraints of available supply. Following
significant water supply disruptions in the past arising indirectly from typhoons, the business has
experienced periods of lower water supply than allowed for in its concession. We have worked to
moderate our reliance on Angat by developing the Putatan Water Treatment Plant. In addition, the
Sumag Diversion Project, which was initiated by the Government, aims to provide additional 188
MLD of water, is now jointly implemented by Maynilad and Manila Water and is expected to be
completed by November 2016.

 MPIC Group’s newest business segment, light rail, through LRMC, has significant operational safety
and security risks. These risk have been exacerbated by the poor condition and inadequate
maintenance of the system prior to the September 12, 2015 takeover by LRMC. LRMC is mitigating
these risks by appointing a combination of strong senior management and consultants with extensive
light rail operating experience. In addition, there are risks to projected financial returns through late

86
delivery of Government procured items such as Rights of Way, additional Light Rail Vehicles
(LRVs), and the Common Station. Plans to mitigate these risks include consistently engaging the
regulators on the status of the projects’ milestones and joint regular performance reviews by both
parties – the Concessionaire (LRMC) and the Grantors (the Department of Transportation and
Communications or DOTC and the Light Rail Transit Authority or LRTA).

3. Financial Risk Management

MPIC’s investee companies’ financial risks are primarily: interest rate risk, foreign currency risk,
liquidity risk, credit risk and equity price risk. The Board of Directors of each company reviews and
approves policies for managing each of these risks as follows:

Interest Rate Risk. Interest rate exposure is managed by using a mix of fixed and variable rate debt.

Foreign Currency Risk. In general the investee companies will place some degree of reliance on their
regulated return mechanisms to pass through foreign currency risk. The current liquidity and depth of the
Philippine credit market is such that there should be little need for raising new borrowings in foreign
currency.

Maynilad has some foreign currency borrowing but there is a mechanism in place wherein it can recover
currency fluctuations as approved by its Regulator.

Liquidity Risk. Each business monitors its cash position using a cash forecasting system wherein all
expected collections, disbursements and other payments are determined in detail.

Credit Risk. Credit risk is managed by setting limits on the amount of risk a business is willing to accept
for individual counterparties and by monitoring exposures in relation to such limits.

Equity Price Risk. The Company's investee companies are generally not faced with equity price risk
beyond that normal for any listed company, where relevant. MPIC’s investment in MERALCO, through
Beacon Electric, is partly financed by borrowings which require a certain security cover based on the
price of MERALCO’s shares on the PSE on a volume weighted 30 trading day average calculation.
MERALCO’s share price would have to decline by 83.90% from its price as at June 30, 2016 before
Beacon Electric would be required to top-up collateral with cash or pay-down debt.

Key Variable and Other Qualitative and Quantitative Factors

i. Events that will trigger direct or contingent financial obligation that is material to the company,
including any default or acceleration of an obligation

Please refer to Note 26 – Contingencies and Note 27 – Significant Contracts, Agreements and
Commitments to the June 30, 2016 Interim Consolidated Financial Statements for the updates on the
Company’s financial obligations.

ii. All material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other persons
created during the reporting periods

Please refer to Note 27 – Significant Contracts, Agreements and Commitments and Note 16 – Related
Party Transactions to the June 30, 2016 Interim Consolidated Financial Statements for the updates on
the Company’s financial obligations.

Please refer to Note 9 – Investments and Advances to the June 30, 2016 Interim Consolidated Financial
Statements for the updates on Beacon Electric’s debt.

87
iii. Description of any material commitments for capital expenditures, general purpose of such
commitments, expected sources of funds for such expenditures

Please refer to Note 27 – Significant Contracts, Agreements and Commitments and Note 29 –
Subsequent Events to the June 30, 2016 Interim Consolidated Financial Statements for the updates on
the Company’s commitments.

iv. Any known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing
operations

The Company’s results of operations are highly dependent on its ability to set and collect adequate
tariffs under its concession agreements with the Philippine Government. Please refer to Note 3 –
Operating Segment Information to the June 30, 2016 Interim Consolidated Financial Statements.

v. Any seasonal aspects that had a material effect on the financial condition or results of operations

Please refer to Note 3 – Operating Segment Information to the June 30, 2016 Interim Consolidated
Financial Statements.

88

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