MPI 17A Dec2023 FINAL

From: ICTD Submission <ictdsubmission+canned.response@sec.gov.
ph>
Sent: Monday, April 15, 2024 5:08 PM
To: MPIC Compliance
Subject: Re: Metro Pacific Investments Corporation_SEC Form 17-A_ 15April2024
[You don't o en get email from ictdsubmission+canned.response@sec.gov.ph. Learn why this is important at
h ps://aka.ms/LearnAboutSenderIden fica on ]
***This is an External Email. Please be cau ous in opening links even if it's from a trusted contact.***
Thank you for reaching out to ictdsubmission@sec.gov.ph!
Your submission is subject for Verifica on and Review of the Quality of the A ached Document only for Secondary
Reports. The Official Copy of the submi ed document/report with Barcode Page (Confirma on
Receipt) will be made available a er 7 working days via order through the SEC Express at h ps://secexpress.ph/. For
further clarifica ons, please call (02) 8737-8888.
------------------------------------------------ NOTICE TO
COMPANIES -----------------------------------------------
Please be informed of the reports that shall be filed only through ictdsubmission@sec.gov.ph.
Pursuant to SEC MC Circular No. 3 s 2021, scanned copies of the printed reports with wet signature and proper
notariza on shall be filed in PORTABLE DOCUMENT FORMAT (pdf) through email at ictdsubmission@sec.gov.ph such as
the following SECONDARY REPORTS:
1. 17-A 6. ICA-QR 11. IHAR 16. 39-AR 21. Monthly Reports

2. 17-C 7. 23-A 12. AMLA-CF 17. 36-AR 22. Quarterly Reports
3. 17-L 8. 23-B 13. NPM 18. PNFS 23. Le ers
4. 17-Q 9. GIS-G 14. NPAM 19. MCG 24. OPC (Alternate Nominee)
5. ICASR 10. 52-AR 15.BP-FCLC 20.S10/SEC-NTCE-EXEMPT
Further, effec ve 01 July 2023, the following reports shall be submi ed through h ps://efast.sec.gov.ph/user/login.
1. FORM MC 18 7. Comple on Report

2. FORM 1 - MC 19 8. Cer ficate-SEC Form MCG- 2009
3. FORM 2- MC 19 9. Cer ficate-SEC Form MCG- 2002, 2020 ETC.
4. ACGR 10. Cer fica on of A endance in Corporate Governance
5. I-ACGR 11. Secretary's Cer ficate Mee ng of Board Directors
(Appointment)
6. MRPT
Please be informed that the submission of the abovemen oned eleven
(11) reports through the ictdsubmission@sec.gov.ph shall no longer be accepted. For further informa on, please access
this link No ce for guidance on the filing of reports:
Likewise, the following reports shall be filed through the Electronic Filing and Submission Tool (eFAST) at
h ps://efast.sec.gov.ph/user/login :
1
1. AFS 7. IHFS 13. SSF
2. GIS 8. LCFS 14. AFS with Affidavit of No Opera on
3. BDFS 9. LCIF 15. AFS with NSPO Form 1,2, and 3
4. FCFS 10. OPC_AO 16. AFS with NSPO Form 1,2,3 and 4,5,6
5. FCIF 11. PHFS 17. FS - Parent
6. GFFS 12. SFFS 18. FS – Consolidated
For the submission and processing of compliance in the filing of Memorandum Circular No. 28 Series of 2020, please visit
this link – h ps://apps010.sec.gov.ph/
For your informa on and guidance.
Thank you.
2
From: noreply-cifssost@sec.gov.ph
Subject: SEC eFast Initial Acceptance
Date: Monday, April 15, 2024 4:51:16 PM
***This is an External Email. Please be cautious in opening links even if it's from a
trusted contact.***
Greetings!
SEC Registration No: CS200604494

Company Name: METRO PACIFIC INVESTMENTS CORPORATION
Document Code: AFS
This serves as temporary receipt of your submission.

Subject to verification of form and quality of files of the submitted report.
Another email will be sent as proof of review and acceptance.
Thank you.
REMINDER:
TO ALL FILERS OF REPORTS IN THE e-FAST
Please strictly follow the instruction stated in the form.
Filings not in accordance with the prescribed template for the following reports
will be automatically reverted by the system to the filer.
1. General Information Sheet (GIS-Stock)

2. General Information Sheet (GIS-Non-stock)
3. General Information Sheet (GIS- Foreign stock & non-stock)
4. Broker Dealer Financial Statements (BDFS)
5. Financing Company Financial Statements (FCFS)
6. Investment Houses Financial Statements (IHFS)
7. Publicly – Held Company Financial Statement
8. General Form for Financial Statements
9. Financing Companies Interim Financial Statements (FCIF)
10. Lending Companies Interim Financial Statements (LCIF)
Per Section 18 of SEC Memorandum Circular No. 3 series of 2021, the reckoning date of
receipt of reports is the date the report was initially submitted to the eFast, if the filed report is
compliant with the existing requirements.
A report, which was reverted or rejected, is considered not filed or not received. A notification
will be sent to the filer, stating the reason for the reports rejection in the remarks box.
SECURITIES AND EXCHANGE COMMISSION
SEC Headquarters, 7907 Makati Avenue,
Salcedo Village, Barangay Bel-Air, Makati City,
1209, Metro Manila, Philippines
THIS IS AN AUTOMATED MESSAGE - PLEASE DO NOT REPLY DIRECTLY TO THIS

EMAIL
COVER SHEET
for
SEC FORM 17-A
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 )
9 t h F l o o r , T o w e r 1 , R o c k w e l l
B u s i n e s s C e n t e r , O r t i g a s A v e n u
e , P a s i g C i t y
Secondary License Type, If

Form Type Department requiring the report Applicable
A C F S
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
compliance@mpic.com.ph +632-8888-0888 09498895494
No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
2,396 as of 12.31.2023 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
Ms. June Cheryl A. Cabal- jcrevilla@mpic.com.ph +632-8888- –

Revilla 0888
CONTACT PERSON’s ADDRESS
9th Floor, Tower 1, Rockwell Business Center,

Ortigas Avenue, Pasig City
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.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES
1. For the fiscal year ended December 31, 2023
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

9th Floor, Tower 1, Rockwell Business Center, Ortigas Avenue, Pasig City, 1604
8. Issuer's telephone number, including area code

(632) 8888 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 ClassNumber of shares of common stock outstanding and amount

of debt outstanding
Common Shares 31,544,047,715*

*Reported by the stock transfer agent as at April 2, 2024 and excluded the shares held by
the Company
11. Are any or all of these securities listed on the Philippine Stock Exchange?
Yes [ ] No [ x ]
12. Check whether the registrant:
a) has filed all reports to be filed by Section 17 of the SRC and SRC Rule 17 thereunder
or Section 11 of the RSA and RSA Rule 11 (1)-1 thereunder and Sections 26 and 141
of the Corporation Code of the Philippines during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports);
Yes [ x ] No [ ]
b) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]
13. State the aggregate market value of the voting stock held by non-affiliates of the registrant.
The aggregate market value shall be computed by reference to the price at which the stock
was sold; or the average bid and asked price of such stock, as of a specified date within
sixty (60) days prior to the date of filing. If a determination as to whether a particular person
or entity is an affiliate cannot be made without involving unreasonable effort and expense,
the aggregate market value of the common stock held by non-affiliates may be calculated
on the basis of assumptions reasonable under the circumstances, provided the
assumptions are set forth in the Form.
The aggregate market value of voting stocks held by non-affiliates representing 2.38% of
outstanding common shares is P = 3,899 million, computed based on the last share
transaction at P
= 5.20 per share.
METRO PACIFIC
INVESTMENTS CORPORATION
SEC FORM 17-A
December 31, 2023

TABLE OF CONTENTS
PART I – BUSINESS AND GENERAL INFORMATION ............................................. 2

Item 1. Description of Business .......................................................................... 2
Item 2. Description of Properties ...................................................................... 51
Item 3. Legal Proceedings................................................................................ 53
Item 4. Submission of Matters to a Vote of Security Holders ........................... 53
PART II – OPERATIONAL AND FINANCIAL INFORMATION ................................. 53
Item 5. Market for Registrant’s Common Equity and Related Stockholder
Matters ............................................................................................................. 53
Item 6. Management’s Discussion and Analysis of Financial Condition and
Results of Operations ...................................................................................... 57
Financial Highlights and Key Performance Indicators ........................... 57
Operational Review ............................................................................... 57
I - MPIC Consolidated ........................................................................... 57
II - Operating Segments of the Group.................................................... 61
III. MPIC Consolidated Statement of Financial Position ....................... 66
IV. Liquidity and Capital Resources ...................................................... 70
V. Comparison of Other Financial Years .............................................. 73
Item 7. Consolidated Financial Statements .................................................... 100
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures ..................................................................................... 101
PART III – CONTROL AND COMPENSATION INFORMATION ............................ 102
Item 9. Directors and Executive Officers of the Issuer ................................... 102
Item 10. Executive Compensation ................................................................. 123
Item 11. Security Ownership of Certain Record and Beneficial Owners and
Management .................................................................................................. 125
Item 12. Certain Relationships and Related Party Transactions .................... 129
PART IV – CORPORATE GOVERNANCE ............................................................ 129
Item 13. Corporate Governance portion of the Annual Report ....................... 129
Item 14. Sustainability Report ........................................................................ 131
PART V – EXHIBITS AND SCHEDULES............................................................... 132
Item 15. Exhibits and Reports on SEC Form 17-C (Current Reports) ............ 132
Item 16. Definition of Terms ........................................................................... 134
Item 17. Signatures ........................................................................................ 134
Item 18. Index to Financial Statements and Supplementary Schedules ........ 143
i. Exhibit I - 2022 Audited Financial Statements
ii. Exhibit II - Supplementary Schedules
SCHEDULE I
PART I – BUSINESS AND GENERAL INFORMATION
Item 1. Description of Business
(A) Business Development
Metro Pacific Investments Corporation (the “Parent Company” or “MPIC”) was incorporated in the
Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”) on
March 20, 2006 as an investment holding company. MPIC’s common shares of stock were previously
listed in and traded through the Philippine Stock Exchange (“PSE”). On September 29, 2023, the PSE
approved MPIC’s Petition for Voluntary Delisting and accordingly ordered the delisting of the latter’s
shares from the Official Registry of the Exchange effective on October 9, 2023 (see Note 20, Equity
attached to the 2023 Audited Consolidated Financial Statements).
The principal activities of the Parent Company’s subsidiaries and equity method investees are
described in Notes 1, 10 and 40 of the 2023 Audited Consolidated Financial Statements. The Parent
Company and its subsidiaries are collectively referred to as “the Company” or “the Group”.
Metro Pacific Holdings, Inc. (“MPHI”) owns 46.27% and 46.08% of the total issued and outstanding
common shares of MPIC as at December 31, 2023 and 2022, respectively. As sole holder of the voting
Class A Preferred Shares, MPHI’s combined voting interest as a result of all of its shareholdings is
estimated at 58.32% and 59.09% as at December 31, 2023 and 2022, respectively (see Note 20, Equity
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.
MPIC is a leading infrastructure holding company in the Philippines. MPIC’s intention is to maintain and
continue to develop a diverse set of assets through its investments in water, toll roads, power
generation and distribution, light rail, health, fuel storage, real estate, food and agriculture. MPIC is
therefore committed to investing through acquisitions and strategic partnerships to create value by
upgrading infrastructure, improving operational efficiency, increasing customer coverage and working
closely with regulators and other partners in government.
The list of MPIC’s subsidiaries is disclosed in Note 40, Consolidated Subsidiaries attached to the 2023
Audited Consolidated Financial Statements.
(B) Business of the Issuer
For management purposes, the Company is organized into the following segments based on services
and products:
Power, which primarily relates to the operations of Manila Electric Company (“MERALCO”) in relation to
the distribution, supply and generation of electricity. The investment in MERALCO is held both directly
and indirectly through Beacon Electric Asset Holdings, Inc. (“Beacon Electric”).
Toll Operations, which primarily relate to operations and maintenance of toll facilities by Metro Pacific
Tollways Corporation (“MPTC”) and its subsidiaries NLEX Corporation (“NLEX Corp.”), Cavitex
Infrastructure Corporation (“CIC”), MPCALA Holdings (“MPCALA”), Cebu Cordova Link Expressway
2
SCHEDULE I
Corporation (“CCLEC”), and foreign investees, CII Bridges and Roads Investment Joint Stock Company
(“CII B&R”), PT Nusantara Infrastructure Tbk (“PT Nusantara”) and Jasa Marga Jalanlayang Cikampek
(“JJC”) (see Notes 4, Business Combinations, Disposals, and Changes in Non-controlling Interests and
10, Investments and Advances). Certain toll projects are either under pre-construction or on-going
construction as at December 31, 2023 (see Note 29, Significant Contracts, Agreements and
Commitments).
Water, which relates to the provision of water and sewerage services by Maynilad Water Holding
Company, Inc. (“MWHC”) and its subsidiaries, Maynilad Water Services, Inc. (“Maynilad”) and
Philippine Hydro, Inc. (“PHI”), and other water-related services by MetroPac Water Investments
Corporation (“MPW”) and its foreign investees, B.O.O. Phu Ninh Water Treatment Plant Joint Stock
Company (“PNW”) and Tuan Loc Water Resources Investment Joint Stock Company (“TLW”) (see Note
29, Significant Contracts, Agreements and Commitments).
Rail, which primarily relates to Metro Pacific Light Rail Corporation (“MPLRC”) and its subsidiary, Light
Rail Manila Corporation (“LRMC”), the concessionaire for the operations and maintenance of the Light
Rail Transit – Line 1 (“LRT-1”) and construction of the LRT-1 south extension (see Note 29, Significant
Contracts, Agreements and Commitments).
Others, which represent holding companies and operations of subsidiaries and other investees involved
in health, fuel storage, real estate, biogas, food and agriculture.
The businesses of the Company have been affected by the global outbreak of a novel strain of COVID-
19, which was first reported in city of Wuhan, Hubei Province, People’s Republic of China. While the
outbreak was initially concentrated in China, in January 2020, the World Health Organization declared
the COVID-19 outbreak as a “Public Health Emergency of International Concern” and as a pandemic on
March 11, 2020. COVID-19 has severely affected and continues to seriously affect the global economy.
Several nations and territories, including the Philippines, have imposed strict quarantine measures,
social distancing rules, closure of work sites, restaurants, bars and non-essential services, and even
complete lockdowns of certain populations or areas. These measures resulted in drastically reduced
economic activities, which brought down demand for the businesses of the Group.
The mobility restrictions implemented by the Republic of the Philippines (“ROP” or the “Government”)
has affected the average daily traffic for the Company’s toll roads business, and consequently toll
revenues. Its light rail business was limited to a maximum operating capacity of 30% from October
2020 until it was increased to 70% in November 2021 and 100% in March 2022. Demand for water has
slightly recovered but consumption still tracks pre-pandemic level.
After a steady and continued decline in infection and hospitalization rates, on March 1, 2022, the
country was placed under the lowest level of mobility restriction.
Government authorities in other countries where the Group and its associated companies operate, such
as Indonesia and Vietnam, have also adopted measures, including lockdowns and closure of non-
essential businesses, in an attempt to control the spread of the virus and mitigate the impact of the
outbreak.
Refer to Note 5, Operating Segment Information of the 2023 Audited Consolidated Financial
Statements for the impact of COVID-19 on the businesses of MPIC and the reconciliation of the
segment information to the amounts reflected in the consolidated financial statements.
Except as stated in the preceding and succeeding paragraphs, and in the discussion for each of MPIC’s
significant subsidiaries, there has been no other business development such as bankruptcy,
receivership or similar proceeding not in the ordinary course of business that affected MPIC for the past
three years.
3
SCHEDULE I
(B.1a) Power - MERALCO
Business Development
The investment in MERALCO is held directly by MPIC at 12.5% as at December 31, 2023 and 2022,
and held indirectly through Beacon Electric at an effective interest of 35.0% as at December 31, 2023
and 2022.
MERALCO is the Philippines’ largest electric power distribution company, with franchise area covering
9,685 square km. It provides power to more than 7.8 million customers in 38 cities and 73
municipalities including the whole of Metro Manila, provinces of Rizal, Cavite, and Bulacan, and parts of
Pampanga, Batangas, Laguna and Quezon. Electricity distribution within the MERALCO franchise area
accounts for over 50% of the power requirements of the country.
Through Clark Electric Distribution Corporation (“Clark Electric”), a 65%-owned subsidiary, MERALCO
holds the power distribution franchise of Clark Special Economic Zone (“CSEZ”) in Clark, Pampanga.
Clark Electric’s franchise area covers 320 square kilometers and 2,808 customers as at December 31,
2023.
MERALCO is organized into two major operating segments, namely, power [distribution, generation and
retail electricity supply (“RES”)] and other services.
Electricity distribution
As a distribution utility (“DU”), MERALCO holds a 25-year congressional franchise under Republic Act
(“RA”) No. 9209 valid through June 28, 2028, to construct, operate, and maintain the electric distribution
system in the cities and municipalities of Bulacan, Cavite, Metro Manila, and Rizal and certain cities,
municipalities and barangays in the provinces of Batangas, Laguna, Pampanga, and Quezon. The
Energy Regulatory Commission (“ERC”) granted MERALCO a consolidated Certificate of Public
Convenience and Necessity (“CPCN”) for the operation of electric service within its franchise area,
which shall be valid within the franchise period.
Clark Electric Distribution Corporation (“Clark Electric”), a 65%-owned subsidiary of MERALCO is a

registered private distribution utility with a franchise granted by Clark Development Corporation to own,
operate and maintain the electric distribution system within the Clark Freeport Zone and the sub-zones.
The Clark Electric franchise is valid through October 2047 and covers 320 square kilometers and 2,808
customers as at December 31, 2023.
Through a 60% owned subsidiary, Shin Clark Power Holdings, Inc. manages the development,
operation, and maintenance of the electric power distribution system in the 9,450-hectare New Clark
City located within the Clark Special Economic Zone (“CSEZ”) in the towns of Capas and Bamban,
Tarlac, through a Joint Venture Agreement with the Bases Conversion and Development Authority
(“BCDA”). On May 10, 2022, Shin Clark Power Corporation has been incorporated and registered with
the Securities and Exchange Commission (“SEC”). On a decision dated March 22, 2023, the ERC
granted Shin Clark Power Corporation a CPCN to operate as a distribution utility.
MERALCO also manages the electric distribution facilities of Pampanga Electric Cooperative II through
Comstech Integration Alliance, Inc. (“Comstech”) under a 25-year Investment Management Contract
and that of the Cavite Economic Zone (“CEZ”) under a 25-year concession agreement with Philippine
Economic Zone Authority.
The MERALCO Group has a combined group generating capacity of 2,240.1 MW (net) of coal, liquid
natural gas, and oil and diesel plants in the Philippines and Singapore.
4
SCHEDULE I
MGen owns 100% of Global Business Power Corporation (“GBPC”). GBPC is the largest independent
power producer in the Visayas.
MGen owns an effective 58% equity stake in PacificLight Power Pte Ltd. (“PLP”) in Jurong Island,
Singapore. PLP owns and operates a 2 x 400 Megawatt (“MW”) combined cycle turbine power plant
mainly fueled by liquefied natural gas.
MGen, through San Buenaventura Power Limited, a 51% owned joint venture entity, constructed and
owns a 455 MW (net) supercritical coal-fired power plant in Mauban, Quezon. The Power Supply
Agreement (“PSA”) with MERALCO was approved by the ERC on May 19, 2015. The power plant
began commercial operations on September 26, 2019. For the year ended December 31, 2023, it
delivered a total of 2,360 Gigawatt-hour (“GWh”) to MERALCO under an ERC-approved PSA.
MGen Renewable Energy, Inc. (“MGreen”) is a wholly owned subsidiary of MGen, established to serve
as MERALCO’s platform for investments in utility-scale renewable energy (“RE”) projects. MGreen aims
to develop and operate clean and green power plants across multiple technologies, including solar,
wind, and hydropower. MGreen will lead MERALCO’s drive to build an RE portfolio of up to 1,500 MW
of attributable capacity by 2027. MGreen’s 55-MWac plant PowerSource First Bulacan Solar, Inc.
(“BulacanSol”) in San Miguel, Bulacan, the country’s largest single operating solar plant, began its
commercial operations in May 2021 and delivered 111 GWh of solar energy to MERALCO in 2023. The
ERC-approved PSA is for a period of 20 years.
MGreen, through PH Renewables Inc. (“PHRI”), a joint venture with Mitsui’s local unit Mit-Renewables
Philippine Corporation, has energized 67.5 MWac of its 75 MWac solar plant in Baras, Rizal and has
started generating power since March 2023. Phase 2 of PHRI solar plant is targeted to be operational
by mid-2024. As at December 31, 2023, PHRI delivered 89 MW to MPower.
Also, in partnership with Pasuquin Energy Holdings, Inc. of Vena Energy Solar PH B.V. (“Vena
Energy”), a 68 Mwac solar plant project in Ilocos Norte was fully energized in February 2023. As at
December 31, 2023, the project has delivered a total of 111 GWh of commissioning energy to Mpower
and the Wholesale Electricity Spot Market (“WESM”).
On December 27, 2023, MGreen completed the acquisition of primary and redeemable voting preferred
shares of SP New Energy Corporation (“SPNEC”). SPNEC is set to develop 3,500 MW (gross) solar
facilities with an accompanying 4,000 MWh battery storage system.
GBPC
GBPC owns 823.6 MW (net) of operating coal and diesel-fired power plants in the Visayas and
Mindanao. GBPC also has a 50% interest in Alsons Thermal Energy Corporation (“ATEC”), which holds
a 75% interest in Sarangani Energy Corporation (“Sarangani Energy”). Sarangani Energy operates a 2
x 105 MW (net) circulating fluidized bed plant in Maasim, Sarangani.
Retail Electric Supply (“RES”)
RES covers the sourcing and supply of electricity to qualified contestable customers. MERALCO and
Clark Electric also operate as local retail electricity suppliers within their respective franchise area under
a separate business unit, MPower and Cogent Energy, respectively. Under Retail Competition and
Open Access (“RCOA”), qualified contestable customers who opt for contestability and elect to be
among contestable customers may source their electricity supply from any retail electricity suppliers,
including MPower and Cogent Energy.
MERALCO also participates in the RES space through its affiliates, Vantage Energy Solutions and
Management, Inc., MeridianX Inc., Phoenix Power Solutions, Inc. and Global Energy Supply
5
SCHEDULE I
Corporation. Clarion Energy Management Inc., a wholly owned subsidiary of Clark Electric, is awaiting
issuance of license by the ERC.
Other Services
The other services segment is involved principally in electricity-related services, such as: electro-
mechanical engineering, construction, consulting and related manpower services, e-transaction and
bills collection, telecommunications services, rail-related operations and maintenance services,
insurance and re-insurance, e-business development, power distribution management, energy systems
management, harnessing renewable energy, construction and leasing of communication towers, electric
vehicle and charging infrastructure solutions. These services are provided by MIESCOR, Miescor
Infrastructure Development Corporation, Miescor Builders, Inc. and Miescor Logistics, Inc. (collectively
referred to as “MIESCOR Group”), Corporate Information Solutions, Inc., CIS Bayad Center, Inc., and
Customer Frontline Solutions, Inc. (collectively referred to as “CIS Group”), eMERALCO Ventures, Inc.,
Paragon Vertical Corporation and Radius Telecoms, Inc. (collectively referred to as “e-MVI Group”),
MRail, Inc., Comstech, Movem Electric Inc. Lighthouse Overseas Insurance Limited, MERALCO
Financial Services, Inc., MERALCO Energy, Inc. and MSpectrum, Inc.
Franchise and Regulation of Rates
MERALCO was among the first entrants to the Performance-Based Regulation (“PBR”) scheme. Rate-
setting under PBR is governed by the Rules for Setting Distribution Wheeling Rates. The PBR scheme
sets tariffs based on the Regulatory Asset Base (“RAB”) of the DU, and the required operating and
capital expenditures to meet operational performance and service level requirements responsive to the
need for adequate, reliable, and quality power, efficient service, and growth of all customer classes in
the franchise area as approved by the 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
regulatory period (“RP”) where one RP consists of four regulatory years (“RY”). A regulatory year
begins on July 1 and ends on June 30 of the following year. Refer to Note 30, Contingencies attached
to the 2023 Audited Consolidated Financial Statements containing disclosures on Performance-Based
Regulations.
The rates charged by MERALCO are subject to approval by the ERC, based on forecasted levels of
capital and operating expenditure. On July 10, 2015, the ERC provisionally approved the interim
average rate proposed by MERALCO of ₱1.3810 per kilowatt-hour (“kWh") and the rate translation per
customer class, which was reflected in customer bills starting July 2015. The ERC’s determination also
lays out the metrics used to evaluate MERALCO’s performance for the period, the amount of
investment it will have to make in the franchise area as well as the tariff to be imposed for MERALCO to
earn an appropriate return on its RAB. The fourth RP for MERALCO commenced on July 1, 2015 and
ended on June 30, 2019.
In a letter dated July 4, 2019, the ERC authorized the continued implementation of the interim average
rate but directed MERALCO, as well as other DUs, to refund any remaining amount pertaining to
regulatory reset costs for the previous RPs.
On July 13, 2022, MERALCO received the June 16, 2022 Decision of the ERC which approved a
revised and final Interim Average Rate (“IAR”) of ₱1.3522 per kWh as the final distribution rate for the
period from July 1, 2015 to June 30, 2022. The ERC likewise approved the corresponding distribution
rate structure based thereon. MERALCO was authorized to continue implementing the ERC-approved
IAR of ₱1.3522 per kWh until otherwise directed. MERALCO implemented the Decision beginning its
August 2022 billing.
MERALCO also files with the ERC applications for confirmation and approval of over-recoveries and/or
under-recoveries of pass-through costs. There is an over-recovery where collections from MERALCO
customers exceed the ERC approved interim average rates. Over-recoveries are required to be
6
SCHEDULE I
refunded by MERALCO to its customers. On the other hand, under-recoveries refer to advances made
by MERALCO for pass-through costs. These advances consist mainly of unrecovered or differential
generation and transmission charges, which are recoverable from the customers, as allowed by law.
Tariff Categories
• Residential is the rate class applicable to residential customers for all domestic purposes such
as lighting and cooling, in a single dwelling unit.
• General Service A is the rate class applicable to non-industrial and industrial customers with a
connected load of less than 5 kilowatts.
• General Service B is the rate class applicable to non-residential customers with a connected
load of five to less than 40 kilowatts.
• General Power is the rate class applicable to non-industrial and industrial customers with a
minimum demand of 40 kilowatts for general power, heating and/or lighting. Non-industrial
customers are those whose main economic activity is agriculture, construction, trading,
transportation operation and administration, communication services, storage and warehousing,
waterworks and supply, financial services, real estate, restaurant and hotel services, and other
community, social and personal services. On the other hand, industrial customers are those
whose main economic activity is mining and quarrying, manufacturing and processing, electricity
generation and distribution, and gas and steam manufacturing.
• Government Hospitals, Metered Street-lighting Service and Charitable Institutions is the rate
class applicable to Government hospitals duly registered and certified by the Department of
Health, metered streetlights, traffic lights, certain public parks under the National Park
Development Committee and duly registered facilities of charitable institutions.
• Flat Street-lighting Service is the rate class applicable to customers who wish to avail of public
street-lighting at a fixed monthly rate. Streetlamps for this service are installed by MERALCO on
existing distribution poles in accordance with company specifications for equipment, installation,
maintenance and operation.
• Embedded Generators Wheeling Power to Non-MERALCO Customers and/or the WESM is the
rate class applicable to embedded generators connected to the distribution utility system with a
minimum capacity of 40 kilowatts for wheeling of power to non-MERALCO customers and/or
selling to the WESM.
Different tariffs are applicable to distinct customer groups categorized by the purpose of use and load
characteristics. The tariff will also vary according to voltage level of the electricity consumed.
Lifeline Rate
Lifeline Discount or Lifeline Subsidy is a socialized pricing mechanism under Section 73 of the Electric
Power Industry Reform Act (“EPIRA”) to benefit marginalized and low-income captive market
customers. In MERALCO’s case, as approved by the ERC, residential customers with a monthly
consumption of up to 100 kWh enjoy a “Lifeline Discount” to be applied to the total of the generation,
transmission, system loss, distribution, supply and metering charges. The discount varies according to
consumption and is funded by a “Lifeline Subsidy Charge” that is paid by subsidizing customers.
The Lifeline Discount or Lifeline Subsidy scheme would have expired on June 26, 2021. On
May 27, 2021, the Government extended the validity of the program for another period of 50 years or
until 2071. In a Joint Resolution dated October 28, 2022, the DOE, ERC and DSWD issued Joint
Resolution No. 1, Series of 2022 which contained the implementing rules and regulations of Republic
Act No. 11552.
In a Tripartite Advisory dated December 29, 2023, the DOE, ERC, and DSWD advised that they shall
proceed with the full implementation of the new Lifeline Rate Program on January 1, 2024. Starting
January 1, 2024, only those electricity consumers who have registered with their respective distribution
utilities (DUs) shall be entitled to avail of the subsidy provided under the Lifeline Rate Program.
7
SCHEDULE I
System Loss Charge
System loss in a distribution system is the difference between the electric energy input to the system
and electric energy output from the system. It refers to technical and non-technical losses occurring in a
distribution system during the conveyance of electricity to end-users. System loss charge is the tariff
component associated with the cost of technical and non-technical system losses.
MERALCO has outperformed the prescribed regulatory system loss cap for the past 15 years. As of
December 31, 2023, MERALCO’s system loss rate was at 5.88%, well below the system loss cap of
6.5% (previously 5.77% prior to January 1, 2023). This consistent performance is due to MERALCO’s
continued investments in its distribution system and technologies that reduce system loss, alongside
joint efforts with law enforcement and local government units to deter electricity pilferage.
Customers
MERALCO’s and Clark Electric’s markets are categorized into four sectors and the consolidated relative
contributions to sales of each are as follows:
Contribution in Sales Volume

2023 2022
Commercial 37% 36%
Residential 35% 35%
Industrial 28% 29%
Streetlights <1% <1%
Total 100% 100%
MERALCO’s customers are mass-based such that the loss of a few customers would not have a
material adverse effect on MPIC and its subsidiaries taken as a whole. There is also no single
customer that accounts for twenty percent (20%) or more of the segment’s sales.
Competition
Distribution of electricity at its usable voltage to end-consumers is performed by investor-owned electric

utilities, notably MERALCO and Clark Electric, a few local government-owned utilities and numerous
electric cooperatives which sell to households as well as commercial and industrial enterprises located
within their franchise areas at retail rates regulated by the ERC. Given that distributors are assigned
franchise areas, as well as the significant investment involved in the setting-up of a distribution network,
MERALCO and Clark Electric have no significant competition in their franchise areas.
Since the start of RCOA in June 2013, a total of 576 contestable customers have switched to MPower,
the MERALCO RES unit. MPower, with a group of highly competent engineers and commercial
executives with broad experience in the power industry, including load profiling and forecasting, energy
operations and management, and its customer-centric product and price offerings, among others, has
created significant value for its customers through its service offerings and reliable supply portfolio.
Distribution
MERALCO and Clark Electric have distribution facilities comprising land, various buildings and
improvements, and property and equipment, such as substation equipment, towers, poles, underground
conduits and conductors and overhead conductors and devices.
As at December 31, 2023, MERALCO has 10 networks sector offices, 39 business centers and 16
customer centers or extension offices. Its network facilities consist of 144 substations [total capacity of
21,781 mega volt amperes (“MVA”)], 977 circuits sub-transmission and distribution) with linear length of
8
SCHEDULE I
1,073 circuit-kms. for sub-transmission lines, 19,694 circuit-kms. of primary lines and 22,277 circuit-
kms. secondary lines) and 221,578 distribution transformers in service (total capacity of 18,777 MVA).
Clark Electric’s facilities consist of sub transmission and distribution assets and buildings and
improvements located in CSEZ. As at December 31, 2023, Clark Electric’s distribution facilities in
service include six (6) substations with a capacity of 100 MVA at 230 kilovolt (“kV”) – 69 kV level and
233 MVA at 69 kV – 13.8 kV level (energize). Its present distribution network consists of 2,099
distribution transformers, 51 circuit-km. linear length of sub-transmission lines, 179.38 circuit-km. linear
length of primary lines, and 31.56 circuit-km. linear length (126.26 conductor length) of secondary lines.
Source and availability of raw materials
MERALCO and Clark Electric do not operate their own generation capacity. Both purchase all of the
power they distribute from the power generators under PSA and Power Purchase Agreements (“PPA”)
or through the WESM. WESM is a venue where suppliers and buyers trade electricity as a commodity.
(B.1b) Others – Energy-from-Waste
METPower
METPower Venture Partners Holdings, Inc. (“METPower”), a wholly owned subsidiary of MPIC, is a
waste management platform which provides customers with long-term solutions for managing their
organic waste. METPower’s anaerobic digestion technology uses organic waste to produce biogas, a
clean and sustainable biofuel that serves as a viable and cost-effective replacement for diesel and LPG.
In November 2018, METPower signed agreements with Dole Philippines Inc. (“Dole”) to design,
construct and operate two integrated waste-to-energy facilities for Dole. These projects use the derived
biogas from the anaerobic digestion of fruit waste to supply a portion of the fuel and power
requirements of Dole’s canneries located in South Cotabato in Mindanao. The biogas facilities produce
5.7 MW equivalent of clean renewable energy and is expected to reduce GHG emissions by
approximately 50,000 tonne CO2 equivalent per year.
On July 1, 2022, the facilities have been commissioned and have achieved full commercial operations.
(B.2) Toll Operations
The Company holds its toll road assets through MPTC.
As at December 31, 2023, MPTC’s subsidiaries hold the following concession rights:
a. Through its 75.1% effective interest in NLEX Corp:

o Construction, operation and maintenance of the North Luzon Expressway (“NLEX”)
o Management, operation and maintenance of the Subic-Clark-Tarlac Expressway
(“SCTEX”).
o Construction, operation and maintenance of the NLEX-South Luzon Expressway
Connector Road (“Connector Road”).
b. Through CIC, which holds the concession rights to design and construct the Manila-Cavite Toll
Expressway (“CAVITEX”) including the financing thereof.
c. Through its wholly owned subsidiary, MPCALA Holdings, Inc. (“MPCALA”), which was granted
the concession to design, finance, construct, operate and maintain the 44.6-km Cavite Laguna
Expressway (“CALAX”).
9
SCHEDULE I
d. Through its wholly owned subsidiary, Cebu Cordova Link Expressway Corporation ("CCLEC”),
which holds the concession rights for the construction, the operation and maintenance of the
Cebu-Cordova Link Expressway (“CCLEX”).
MPTC also has the following foreign investments:
 76.3% effective interest in PT Nusantara. PT Nusantara is a leading infrastructure company in

Indonesia. Nusantara’s areas of operations comprise of toll roads, ports, water and energy
which serve over 103 million customers, 550,000 households, 266 factories and 210 vessels.
PT Nusantara’s concession assets comprise of toll roads, water concession rights and power
supply. Toll road concession rights cover the following toll road sections: (a) Tallo-Hasanuddin
Airport; (b) Soekarno Hatta Harbor – Pettarani; (c) Pondok Ranji and Pondok Aren; and (d)
Jakarta Outer Ring Road - JORR-W1 (Kebon Jeruk – Penjaringan) and (e) Jakarta-Cikampek
Elevated Tollroad. The water concession rights pertain to the right to treat and distribute clean
water in the Serang District, Banten and Province of North Sumatera in Indonesia. The power
supply services pertain to the biomass powerplant located in Jalan Raya Wajok Hulu, West
Kalimantan and Mini-Hydro located in Desa Lau Gunung, North Sumatera.
 44.9% effective interest in CII B&R. CII B&R has various road and bridge projects in and around
Ho Chi Minh City and its current portfolio includes 130.8 kilometers of roads operating at
approximately 78,000 vehicles per day and roads under pre-construction or on-going
construction covering a total of 4.0 kilometers. MPTC acquired CII B&R in 2015 through an
equity investment and financing transaction with Ho Chi Minh City Infrastructure Investment
Joint Stock Co. of Vietnam that effectively provided MPTC a 44.9% minority equity interest in CII
B&R.
 40% effective interest in Jasa Marga Jalanlayang Cikampek (“JJC”). On June 30, 2022, PT
Margautama Nusantara (“MUN”), an indirect subsidiary of MPTC in which it holds an aggregate
equity interest of 89.66%, entered into a Conditional Share and Purchase Agreement with
Perusahaan Perseroan (“Persero”) PT Jasa Marga (Indonesia Highway Corporatama), Tbk.
(“Jasa Marga”) to acquire 40% of the outstanding shares of JJC. (Refer to Note 10, Investments
and Advances, attached to the 2023 Audited Consolidated Financial Statements.
On November 3, 2023, Warrington Investment Pte. Ltd. (“WIPL”) acquired approximately 33% of
MUN via primary share issuance. WIPL is a wholly-owned subsidiary of GIC (Ventures) Pte Ltd
(“GIC Ventures”). On the same day, Metro Pacific Tollways Indonesia (“MPTI”), an indirect
wholly-owned subsidiary of MPTC, acquired an additional interest of 10.3% via primary share
issuance, bringing its effective interest in MUN from 71.5% to 50.9%
NLEX
The NLEX is a modern toll expressway that was commissioned by the Government to replace the
aging North Luzon Diversion Road and to facilitate the development of Subic and CSEZ. The NLEX
has been open and operating since February 2005. In February 2019, NLEX Harbor Link Segment 10,
a segment of NLEX, opened to the public. C3-R10 Section of NLEX Harbor Link Segment 10 was
completed in June 2020.
The NLEX has 31 exits and interchanges, five toll barriers and ten rest and service areas, and consists
of eight lanes through Metro Manila, which narrows to six and then four lanes as it enters the more
rural areas to the north. The NLEX also features modern safety and anti-congestion measures,
including roadside assistance, emergency telephone lines, closed-circuit televisions for monitoring
10
SCHEDULE I
traffic flows, guardrails and fences, and runaway ramps and weigh scales for trucks and other
commercial vehicles.
The NLEX serves as a gateway to travelers going to Central and Northern Luzon from the National
Capital Region and vice versa. It starts from Balintawak, Quezon City, passes through the National
Capital Region, traverses the agricultural provinces north of Manila, and ends in Sta. Ines, Mabalacat,
Pampanga. For the year ended December 31, 2023, the majority of NLEX users were Class 1 vehicles
(e.g., cars) comprising 79% of traffic volume; the rest were made up of Class 2 vehicles (e.g., buses)
and Class 3 vehicles (e.g., trucks).
From its inception, NLEX Corp. has been engaged in the rehabilitation of, and the installation of a toll
road collection system on the NLEX which has been carried out in phases.
 Phase I
In March 2001, NLEX Corp., through a competitive bidding process, awarded the construction
contract for Segments 1, 2 and 3 of Phase I to Leighton Contractors (Asia) Limited (“LCAL”).
LCAL was the main contractor for the rehabilitation work and Egis, a minority stockholder of
NLEX Corp., was the main subcontractor for the toll, telecommunications, and traffic
management systems. Construction of Phase I started in February 2003. On January 26, 2005,
the independent certification engineer responsible for the project issued a “Certificate of
Substantial Completion” in respect of Phase I. On January 27, 2005, the Toll Regulatory Board
(“TRB”) issued a Toll Operation Permit for the operation and maintenance of Phase I (consisting
of Segments 1, 2, 3 and 7) in favor of NLEX Corp., which became effective on February 8,
2005. The permit allowed NLEX Corp. to commence commercial operations on the NLEX on
February 10, 2005.
 Phase II
NLEX Corp. began construction of Segment 8.1, the first element of Phase II, in April 2009 and
started commercial operation in June 2010. Segment 8.1 is a four-lane roadway of
approximately 2.7 km, connecting Mindanao Avenue to the NLEX, south of the existing
Valenzuela interchange. The project involved the establishment of a toll plaza on Mindanao
Avenue and is expected to reduce traffic congestion at the main Balintawak entry point to the
NLEX, and thereby facilitate access to the NLEX, particularly during peak hours of traffic. Phase
II also comprises Segments 8.2, 9 and 10 (described below).
As in Phase I, Segment 8.1 is equipped with toll collection, traffic management and
telecommunication systems and other safety features. NLEX Corp. obtained the approval of the
TRB for an integrated concession period for Phase I and Segment 8.1, and the extension of the
toll road concession period by seven years from December 31, 2030 to December 31, 2037.
Segment 8.2 is an 11.3-km project that extends NLEX’s Harbor Link reach from the ports of
Manila in the west towards Quezon City in the east up to C5, corner CP Garcia & Katipunan
Avenue. This serves as the East-West 24/7 Truck Route decongesting North EDSA, Quirino,
Mindanao, Congressional, Luzon and Commonwealth avenues. The Segment 8.2 Project,
otherwise known as the “C5 North Link” will be implemented by sections in tandem with
Department of Public Works and Highways (“DPWH”)’s acquisition of rights-of-way and National
Housing Authority’s resettlement of Informal Settler Families occupying its alignment along
Republic and Luzon avenues. The first two km section of this project from Mindanao Avenue to
Quirino Highway in Novaliches, Quezon City, is under development.
NLEX Corp. completed and opened the 2.6-km C3 to R10 portion of the Segment 10 on
June 15, 2020 despite the pandemic. Earlier, the 2.4-km Segment 9 and the 5.6 km Segment
10 were completed and opened to the public on March 19, 2015 and February 28, 2019,
respectively. Collectively, they are known as the “Harbor Link” which connects the NLEX
concession towards the Port Area of Manila. The Harbor Link promotes commerce by allowing
11
SCHEDULE I
24/7 access for commercial and cargo vehicles of the Port Area to and from NLEX, while
reducing travel time for motorists accessing NLEX from Western Metro Manila.
 Phase III
NLEX Corporation is currently finalizing its plans for Phase III of the NLEX, which is planned to
be a 57-km extension of the NLEX from San Fernando, Pampanga to Dinalupihan, Bataan.
Repair and maintenance of the NLEX are divided into three main categories:
 Routine maintenance of the road and equipment, which consists of the mechanical sweeping of
the road surface, the cleaning of drains, gullies and manholes, the removal of debris and grease
from the road surface, cleaning up after accidents, the replacement of consumable equipment,
minor repairs to pavements and structures, preventive maintenance to various equipment, and
the maintenance and replacement of equipment. These are covered by the operator’s fees.
 Repairs and replacement, including pavement repair/resurfacing or overlay, repair of drainage

network, repair of fences, structural foundations, replacement of fixed operating equipment
parts, exterior painting of buildings and structures, upgrading of software and hardware, etc.
The cost of repairs and replacements are borne by NLEX Corp.
 Improvements and expansions, which include the upgrading of toll plazas and interchanges,
including establishing new toll lanes as required. Costs associated with these improvements
and expansions are to be borne by NLEX Corp.
Toll collections are the most important aspect of NLEX’s operation. The NLEX has two sections: an
“open toll system” section and a “closed toll system” section. The 27.8-km open toll system section
(located within Metro Manila) charges a flat toll per entry based on the class of vehicle. Toll rates for
the 76.9-km closed toll system section are variable and are calculated according to the distance
travelled on the closed toll system section and the class of vehicle.
Vehicles using the NLEX are categorized into one of three classes for purposes of assessing
appropriate toll rates:
 Class 1 includes “Light Vehicles”, such as cars, “jeepneys” (elongated jeeps with covered roofs
and room to seat 16 to 40 passengers) and vans;
 Class 2 includes “Buses”, and including tourist, school and public utility buses, as well as two-
axle trucks and Class 1 vehicles higher than seven feet or with more than two axles; and,
 Class 3 includes “Heavy Vehicles”, including trucks with three or more axles.
NLEX Corporation operates a total of 211 toll lanes on the NLEX. Toll fees are collected either in cash,
through a manual toll fee payment or by electronic toll collection system via Easytrip and Autosweep
radio frequency identification (“RFID”).
All toll collection processes and operations are computerized, and a global validation and security
system is being implemented for the NLEX to control leakage and fraud. NLEX Corp. has implemented
various systems and procedures to control toll leakage and fraud in the NLEX operations, including:
 in the closed system, the automatic encoding of transit tickets with entry information, including
the location, time and date of ticket delivery;
 surveillance systems for the oversight and verification of the decisions of toll collectors;
 systems that track and confirm toll collections, including manual and automatic checks at
multiple levels: (i) at the toll booth; (ii) the plaza computer system at each toll plaza; and (iii) a
central toll computer system;
12
SCHEDULE I
 the production of end-of-shift reports by toll collectors, including checks on the total toll receipts
at the end of each shift, which are cross-checked against data collected by automatic vehicle
counters, and regular audits of such end-of-shift reports;
 the promotion of cashless electronic toll collection systems;
 the protection of cash receipts in safes located inside buildings on small toll plazas or in strong
rooms on larger toll plazas, with daily cash bank deposits delivered by armored vehicles; and,
 surveillance and controls over cash counting, collection and deposit processes.
SCTEX
The Subic Clark Tarlac Expressway or SCTEX is a 94-km, four-lane expressway north of Manila,
connecting the Subic Bay Freeport Zone in Zambales with the NLEX near the CSEZ in Angeles City
and extending to the Central Techno Park in Tarlac City and is the longest toll expressway in the
Philippines. Together with the NLEX, the SCTEX significantly reduces travel times between Manila,
Subic, Clark and Tarlac.
On February 9, 2015, NLEX Corporation received the Notice of Award from the BCDA for the
management, operation and maintenance of the 94-kilometer SCTEX. On February 26, 2015, NLEX
Corp and BCDA entered into a Business Agreement involving the assignment of BCDA’s rights and
obligations relating to the management, operation and maintenance of SCTEX as provided in the
SCTEX concession and on May 22, 2015, the Supplementary Toll Operation Agreement was executed
by and among the Government, the BCDA and NLEX Corporation. The assignment includes the
exclusive right to use the SCTEX toll road facilities and the right to collect toll until October 30, 2043.
The management, operation and maintenance of the SCTEX was officially turned over to NLEX Corp.
on October 27, 2015. NLEX Corp. shall pay the BCDA monthly concession fees amounting to 50% of
the audited gross toll revenues of the SCTEX for the relevant month from effective date of
October 27, 2015 to October 30, 2043.
NLEX Connector Road
On November 23, 2016, NLEX Corp. and the Government acting through the DPWH signed a
concession agreement for the design, financing, construction, operation and maintenance of the
Connector Road. The Connector Road is a four-lane toll expressway structure with a length of eight km
all passing through and above the right of way of the Philippine National Railways starting at NLEX
Segment 10 in C3 Road Caloocan City and connecting to the South Luzon Expressway (“SLEX”)
through the Metro Manila Skyway Stage 3 Project.
Section 1 of the Connector covers the area between C3-Road in Caloocan to Espana in Manila, while
Section 2 of the Project covers the area between Espana to Sta. Mesa in Manila.
The concession period will commence on the commencement date of its construction, and shall end on
its thirty-seventh anniversary, unless otherwise extended or terminated in accordance with the
concession agreement.
On March 29, 2023, the NLEX Connector Road Section 1 has opened to the public. While Section 2
commenced its operation on October 28, 2023, the connection between the Connector Road with
SLEX is still ongoing construction.
Under the concession agreement, NLEX Corporation will pay the DPWH periodic payments as
consideration for the grant of rights of way (“ROW”) for the project.
13
SCHEDULE I
CAVITEX
CIC holds the concession rights to design and construct the CAVITEX, including the financing thereof,
under the 1996 Toll Operation Agreement (“TOA”).
The first phase of the CAVITEX is a fourteen (14)-km long toll road built in two (2) segments: (a) R-1
Expressway, from Seaside Drive to Zapote, and (b) R-1 Expressway Extension, from Zapote to Kawit.
Subject to the adoption of the proposed amendments to the TOA, pursuant to the DOJ Opinion No. 7,
Series of 2022, the Franchise Period for R-1 Expressway is until 2033, and for R-1 Expressway
Extension until 2048.
CIC has an on-going proposal for the design and construction of CAVITEX-CALAX Link (“CCLink”), an
approximately 1.2-kilometer extension of the R-1 Expressway Extension, designed to connect
CAVITEX and CALAX in Kawit, Cavite. Once approved, CCLink Construction is expected to
commence by 1st Quarter of 2024 and to be completed by 1st Quarter of 2025.
The second phase of the CAVITEX is the C5 Link Expressway designed to connect the C5 Road in
Taguig to the first phase of CAVITEX and consists of 2 segments; (a) Segment 2, is an approximately
1.9-km toll road which runs from the R-1 Expressway Interchange to Sucat Interchange, and (b)
Segment 3, approximately 5.8-km toll road, from Sucat Interchange to South Luzon Expressway
Interchange. Due to challenges in the ROW acquisition, Segment 3 is intended to be implemented in
three Sub-segments: (a) Segment 3A-1, Segment 3A-2, and Segment 3B.
Segment 3A-1 opened for traffic in July 2019 and commenced commercial operations in October 2019.
Segment 3A-2 opened for traffic in August 2022, and commenced commercial operations in
November 2022.
The construction of Segment 3B is expected to start in March 2024 and to be completed in July 2025.
CALAX
MPCALA was granted the concession to design, finance, construct, operate and maintain the CALAX.
On July 10, 2015, MPCALA signed the concession agreement for the CALAX with the DPWH. Under
the concession agreement, MPCALA is granted the concession to design, finance, construct, operate
and maintain the 44.6 km CALAX, including the right to collect toll fees, over a 35-year concession
period. The CALAX is a closed-system tolled expressway connecting the CAVITEX and the SLEX.
Construction is ongoing with expected full completion by July 2024. Sub-sections 6 to 8, a segment of
CALAX, commenced operations in October 2019 and CALAX Laguna segment interchanges which are
part of the sub-section 6 to 8 opened last August 18, 2020. These interchanges are the Laguna
Boulevard Interchange and the Laguna Technopark Interchange. On August 24, 2021, CALAX
Subsection 5 which connects Silang East to Sta. Rosa-Tagaytay Road Interchange was inaugurated.
This extends the expressway’s operating sections from 10 to 14.24 km.
CCLEX
CCLEC entered into a concession agreement with the Cebu City and Municipality of Cordova (as the
grantors) on October 3, 2016 under which it was granted concession rights to design, finance,
construct, operate and maintain the 8.9 km CCLEX, including the right to collect toll fees over a 35-year
concession period (including the construction period). CCLEX consists of the main alignment starting
from the Cebu South Coastal Road and ending at the Mactan Circumferential Road, inclusive of
interchange ramps aligning the Guadalupe River, the main span bridge, approaches, viaducts,
causeways, low-height bridges, at-grade road, toll plazas and toll operations center. No upfront
payments or concession fees are to be paid but the Cebu City and Municipality of Cordova, the
grantors, shall share 2% of the project’s revenue. Construction of the project has been completed.
CCLEX started commercial operations on April 30, 2022.
14
SCHEDULE I
Status of Toll Roads
The following table summarizes the estimated length, construction cost and target completion of the
MPIC Group’s toll roads:
Toll Road Projects Construction

Length
Cost** Target Completion
(In km)
(In ₱ billions)
Expansions to existing roads
CAVITEX – C5 South Link 7.8 ₱16.4 2025
Cavite-Laguna Expressway 44.6 29.5 2025
Candaba 3rd Viaduct 5.3 7.8 2024
TOTAL 57.7 ₱53.7
*Construction Cost (inclusive of FOE, Security, Financing Cost and Other Costs and exclusive of Concession Fee)
Toll Roads and Other Infrastructure Projects in Indonesia and Vietnam
Indonesia
PT Nusantara, through its subsidiaries, holds investments in the following:
1. Toll road operators – PT Bintaro Serpong Damai (“BSD”), PT Jalan Tol Seksi Empat (“JTSE”),
PT Metro Makassar Network (“MMN”), PT Jakarta Lingkar Baratsatu ("JLB") and PT Jasa
Marga Jalanlayang Cikampek ("JJC").
2. Water and waste management service providers – PT Sarana Catur Tirta Kelola (“SCTK”) and
PT Dain Celicani Cemerlang (“DCC”)
3. Power supply providers – PT Rezeki Perkasa Sejahtera Lestari ("RPSL") and PT Inpola Meka
Energi ("IME").
BSD entered into a Toll Road Operational Authority Agreement with PT Jasa Marga (Persero) Tbk
(“Jasa Marga”) for the development and operations of Pondok Aren - Serpong toll road lane for a
period of 28 years, including the construction period. The toll road has been in operation since 1999.
Pondok Aren - Serpong toll road lane is a 7-km toll road that connects Serpong and Pondok Aren,
South Tangerang, Indonesia.
JTSE entered into a Toll Road Concessionaire Agreement with the Department of Public Works of the
Republic of Indonesia for the right to develop, operate and maintain Makassar Section IV Toll Road for
a period of thirty-five (35) years, including the construction period. The toll road has been in operation
since 2008. Makassar Section IV toll road is a 12-km toll road that connects Tallo Bridge to the Mandai
Makassar intersection, providing access to Sultan Hasanuddin International Airport as well as the
national road to Maros, Indonesia.
MMN entered into a joint operation agreement with Jasa Marga, a third-party toll road operator in
Indonesia, for the operations of Ujung Pandang toll road. MMN will operate the said toll road for thirty
(30) years and after which, the toll roads, including all the facilities in the area, will be handed over to
Jasa Marga. The toll road has been in operation since 1998. In October 2017, MMN was granted by
the Ministry of Public Works Republic Indonesia the extension of the concession period for the Ujung
Pandang toll road to 2043. Ujung Pandang toll road is a 6-km toll road which connects Soekarno-Hatta
port in Makassar and A.P. Pettarani road (Urip Sumoharjo flyover). Pettarani toll road, which is an
extension of the Ujung Pandang toll road, is a 4-km toll road that will connect Soekarno-Hatta Port
(Makassar) and Sultan Hasanuddin Airport to Makassar’s business district and city center.
Construction of the Pettarani toll road was completed in March 2021 with toll collection commencing in
May 2021.
SCTK is a water treatment plant and water distribution company which operates in Desa Cijeruk, East
Serang Regency, Banten, Indonesia and accommodates industrial, commercial and household needs
15
SCHEDULE I
of clean water at total capacity of 375 liters per second. Its water treatment plant sources its raw water
from Ciujung River, East Serang, Banten, which is serving over 140 factories in various industrial
estates.
DCC is a holder of a 20-year water treatment concession in Medan Industrial Estate or Kawasan
Industri Medan (“KIM”), North Sumatera. The plant is servicing potential demand of up to 250 liters per
second of clean water supply and sources its raw water from the Deli River to supply clean water to
153 factories in the KIM Industrial Estate.
RPSL is an independent power producer for Siantan Biomass Powerplant in Mempawah, West
Kalimantan with a capacity of 15 MW. It is contracted to supply 8 MW to the State Electricity Company
and is the first biomass power plant in West Kalimantan.
IME is an independent power producer for Lau Gunung Mini-Hydro Powerplant in North Sumatera with
a capacity of 2x7,5 Megawatt (MW) based on last agreement, dated December 31, 2021. It is
contracted to supply 10 MW to the State Electricity Company.
On July 31, 2009, MUN acquired 25% shares ownership in PT Jakarta Lingkar Baratsatu (“JLB”).
Based on notarial deed No. 502 dated August 29, 2018 by Kartono, S.H., notary in Jakarta, the
Company agreed to acquire 94,800 shares of JLB owned by PT Jasa Marga (Persero) Tbk. Such
shares acquired represent 10% of total JLB share capital. Thus, after the acquisition, the ownership of
MUN in JLB reached 35%. The toll road has been in operation since 2008. The toll road lane is a
10.4-km toll road that connects Kebon Jeruk - Pantai Indah Kapuk, Jakarta, Indonesia.
On June 30, 2022, PT Margautama Nusantara (“MUN”), an indirect subsidiary of MPTC in which it
holds an aggregate equity interest of 89.66%, entered into a Conditional Share and Purchase
Agreement with Perusahaan Perseroan (Persero) PT Jasa Marga (Indonesia Highway Corporatama),
Tbk. (“JasaMarga”) to acquire 40% of the outstanding shares of JJC.
JJC is the concession holder of Jakarta-Cikampek Elevated (“Japex”) toll road, which is a 38-km fully
elevated toll road forming part of the trans-java network, which serves as an entry/exit gate from
Jakarta (capital city) to West, Central, and East Java. Japex has been in operation since
December 12, 2019.
MUN agreed to acquire a total of 2,265,778 shares, representing approximately 40% of the
outstanding shares of JJC, for a total consideration of up to IDR 4,389 billion
(or P
= 15.8 billion). The acquisition was implemented through secondary shares acquired from Jasa
Marga. The transaction was carried out pursuant to MPTC’s plan to expand its toll road investment
portfolio in Indonesia. The transaction presents a growth opportunity for MPTC’s business in
Indonesia.
16
SCHEDULE I
Effect of Existing or Probable Governmental Regulations on the Business
The toll roads business of the MPIC Group is mainly affected by the ability of MPTC’s subsidiaries and
associates to secure the tariff adjustments they are owed under the regulatory frameworks that govern
their concessions. For example, NLEX Corporation and CIC derive substantially all of their revenues
from toll collections from the users of the toll roads. See Note 30, Contingencies, attached to the 2023
Revenues contributed by foreign entities
Revenue contribution from PT Nusantara amounted to ₱3.4 billion (U.S.$60.3 million) in 2023 and
₱2.8 billion (U.S.$50.6 million) in 2022.
Distribution
Toll road revenues come from electronic toll collection using RFID.
Competition
While the toll road companies were granted sole right to operate and maintain toll roads under
their respective concession agreements, alternative routes and roads create competition:
 NLEX
The main alternative road for motorists bound to Northern Luzon particularly Region 3 (Central
Luzon) and Region 1 (Ilocos Region) from Metro Manila (National Capital Region) and vice
versa is MacArthur Highway. MacArthur Highway (also known as Manila North Road or MNR) is
a national highway that runs parallel to NLEX from Epifanio de los Santos Avenue (“EDSA”) in
Metro Manila to Mabalacat – Magalang Road in Sta. Ines, Mabalacat, Pampanga. The capacity
of MacArthur Highway between Caloocan to San Fernando is 2 lanes per direction and San
Fernando to Sta Ines is 3 lanes per direction. MacArthur Highway extends further north to
Pangasinan passing through small towns of the provinces of Pampanga, Tarlac and
Pangasinan. MacArthur Highway is characterized by heavy traffic congestion on certain
sections especially during peak hours due to presence of public utility vehicles (public utility
bus, public utility jeepneys and tricycle) with no loading and unloading bays, unsynchronized
traffic signals, illegal on-street parking on areas near commercial establishments, slow moving
(sometimes dilapidated) heavy trucks and poor road maintenance.
 SCTEX
SCTEX currently serves 2 main corridors – towards Zambales (Olongapo City and Subic
Freeport Zone) and Tarlac (Tarlac City, Central Techno Park) with Pampanga (Angeles City,
Porac, Clark Freeport and Special Economic Zone) and Bataan (Dinalupihan).
For SCTEX segments towards Zambales (SCTEX Subic – Clark segment), the alternative road
is Jose Abad Santos Avenue (“JASA”). Also known as Gapan – San Fernando – Olongapo
(“GSO”) or Olongapo – Gapan Road, JASA has 2 lanes per direction. The total length of JASA
from Bataan passing thru towns of Pampanga up to Gapan in Nueva Ecija is 118 kilometers.
JASA has a capacity of 1 to 2 lanes per direction. Another alternative road parallel to SCTEX
Subic – Clark segment is Angeles – Porac – Floridablanca – Dinalupihan Road. It has a
capacity of 1 to 2 lanes per direction and mainly caters to local trips connecting farm to market
roads. Basa Airbase and some small business establishments are also located along the
highway.
For SCTEX segments towards Tarlac (SCTEX Clark – Tarlac segment), the main alternative
road is also MacArthur Highway from Mabiga, Mabalacat Pampanga to Tarlac City (at Sta.
Rosa – Tarlac Road). MacArthur Highway parallel to SCTEX segments is 2 lanes per direction
17
SCHEDULE I
and is characterized by heavy traffic congestion on certain sections especially during peak
hours due to presence of public utility vehicles with no loading and unloading bays,
unsynchronized traffic signals, illegal on-street parking on areas near commercial
establishments, slow moving (sometimes dilapidated) heavy trucks and poor road maintenance.
 NLEX Connector Road.
NLEX Connector runs above PNR ROW (Philippine National Railways right-of-way) from C-3
station to Pandacan station up until it physically connects to Skyway Stage 3 (“SS3”). NLEX
Connector, once completed, is one of the major routes that physically connects NLEX (North
Luzon Expressway) and SLEX (South Luzon Expressway). The other alternative routes are as
follows:
o From NLEX via NLEX Harbor Link R10 ramp, R10 (Mel Lopez Blvd. with 4-lanes per
direction)), R1 (Roxas Blvd. (4-lanes per direction)), Macapagal Blvd. (4-lanes per direction),
NAIAX (Ninoy Aquino International Airport Expressway with 2 to 3-lanes per direction),
Skyway Stages 1&2 At-grade or Skyway Stages 1&2 Elevated ((3-lanes per direction (note
that Class 3 vehicles are not allowed)), to SLEX (4-lanes per direction)
o From NLEX via Balintawak SB Exit, R8 (A. Bonifacio Ave with 4-lanes per direction), Aurora
Blvd. with 4-lanes per direction, Dimasalang Road with 2-lanes per direction), C-2 Road (AH
Lacson Ave. with 3-lanes per direction, Mabini Flyover with 4-lanes per direction, Quirino
Avenue with 3-lanes per direction), Osmeña Highway (3-lanes per direction), Skyway Stages
1&2 At-grade (3-lanes per direction), to SLEX (4-lanes per direction)
o From NLEX via Balintawak SB Exit, R9 (Rizal Avenue up to MacArthur Bridge with 2 to 3-
lanes capacity per direction), Aurora Blvd. with 4-lanes per direction, C-2 Road (AH Lacson
Ave. with 3-lanes per direction, Mabini Flyover with 4-lanes per direction, Quirino Avenue
with 3-lanes per direction), Osmeña Highway (3-lanes per direction), Skyway Stages 1&2 At-
grade (3-lanes per direction), to SLEX (4-lanes per direction)
o From NLEX via Balintawak SB Exit, C-4 or EDSA with 5-lanes per direction (between A.
Bonifacio Blvd to Osmeña Highway), Skyway Stages 1&2 At-grade or Skyway Stages 1&2
Elevated ((3-lanes per direction (note that Class 3 vehicles are not allowed)), to SLEX (4-
lanes per direction)
o From NLEX via Balintawak SB Exit, SS3 with 2 to 4-lanes per direction (note that Class 3
vehicles are not allowed, 60 kph on certain sections of the expressway), Skyway Stages 1&2
At-grade or Skyway Stages 1&2 Elevated ((3-lanes per direction (note that Class 3 vehicles
are not allowed)), to SLEX (4-lanes per direction)
Certain sections of alternative local roads (non-expressway) mentioned above is

characterized by heavy traffic congestion especially during peak hours due to presence of
public utility vehicles with no loading and unloading bays, unsynchronized traffic signals,
illegal on-street parking, several establishments (malls, historical sites, schools, etc.) located
alongside the road, slow moving (sometimes dilapidated) heavy trucks and poor road
maintenance.
 CAVITEX
Alternative Route for CAVITEX Segment 1 R1 Expressway (Roxas Blvd./NAIA Road to Zapote
Alabang Road) are:
o From Roxas Blvd., via NAIA Road with 3-lanes per direction, Sucat Road (Dr. A. Santos
Ave. with 4-lanes per direction), CAA Road (2-lanes per direction), to Alabang Zapote Road
(4-lanes per direction)
18
SCHEDULE I
o From Roxas Blvd., via NAIA Road (3-lanes per direction), Quirino Avenue (2-lanes per
direction) to Alabang Zapote Road (4-lanes per direction)
o From Roxas Blvd., via NAIA Road (3-lanes capacity per direction), Stages 1&2 At-grade (3-
lanes per direction), to Alabang Zapote Road (4-lanes capacity per direction)
o From Roxas Blvd., via NAIAX (Ninoy Aquino International Airport Expressway with 2 to 3-
lanes per direction), Skyway Stages 1&2 Elevated with 3-lanes per direction (note that Class
3 vehicles are not allowed), to Alabang Zapote Road (4-lanes capacity per direction)
Alternative Route for CAVITEX Segment 4 or R1 Expressway Extension (Alabang Zapote Road
to Tirona Highway)
1. From Alabang Zapote Road, via Aguinaldo Highway (3-lanes per direction), to Tirona
Highway (1 to 2 lanes capacity per direction)
2. From Alabang Zapote Road, via General Evangelista Road (1-lane per direction), to Tirona
Highway (1 to 2-lanes per direction)
Alternative Route for CAVITEX Segments 2 and 3 (C-5 Road to CAVITEX Segment 1)
1. From C-5 Road, via East Service Road (2-lanes per direction), Lawton Ave. (Villamor
Interchange) with 3-lanes per direction, West Service Road with 1 to 2-lanes per direction
(one-way towards Villamor Interchange from 6AM to 10AM), Moonwalk Access Road (2-
lanes per direction), C-5 Road Extension (3-lanes per direction), Multinational Ave (2-lanes
per direction), Sucat Road (Dr. A. Santos Ave. with 4-lanes per direction), NAIA Road (3-
lanes per direction), to CAVITEX Segment 1 (4-lanes per direction)
2. From C-5 Road, via East Service Road (2-lanes per direction), Lawton Ave (Villamor
Interchange) with 3-lanes per direction, Sales Road (3-lanes per direction), NAIAX (Ninoy
Aquino International Airport Expressway with 2 to 3-lanes per direction), to CAVITEX
Segment 1 (4-lanes per direction)
3. From C-5 Road, via East Service Road (2-lanes per direction), Lawton Ave (Villamor
Interchange) with 3-lanes per direction, Sales Road (3-lanes per direction), Andrews Avenue
(4-lanes per direction), NAIA Road (3-lanes per direction), to CAVITEX Segment 1 (4-lanes
per direction)
While the alternative local roads of CAVITEX Segments 1 to 4 as mentioned above can be
considered, they do not offer the same direct and continuous route from northern Cavite to
Metro Manila and vice versa. These alternative roads are heavily congested on certain sections
especially during peak hours due to presence of public utility vehicles (with no loading and
unloading bays, unsynchronized traffic signals, illegal on-street parking, several establishments
(malls, historical sites, government facilities) located alongside the highway, slow moving
(sometimes dilapidated) heavy trucks and poor road maintenance.
In addition, NAIAX mostly caters to motorists going to NAIA airport terminals and is also
experiencing severe traffic congestion especially during months when tourists’ arrival and
departure is at peak.
 CALAX
For CALAX Cavite Segment (Kawit to Silang), the alternative roads are Antero Soriano and
Aguinaldo Highway. Both highways have 2-lanes per direction for most of their road sections.
19
SCHEDULE I
For CALAX Laguna Segment (Silang to Mamplasan), the alternative roads are Governor’s Drive
and Sta. Rosa Tagaytay Road. Both highways have 2-lanes per direction for most of their road
sections.
The alternative local highways (non-toll highways) mentioned above are heavily congested on
certain sections especially during peak hours due to presence of public utility vehicles with no
loading and unloading bays, unsynchronized traffic signals, illegal on-street parking, several
establishments (malls, historical sites, government facilities) located alongside the highway,
slow moving (sometimes dilapidated) heavy trucks and poor road maintenance.
Moreover, the combined CAVITEX and CALAX provide seamless travel from Parañaque, Metro
Manila to Sta. Rosa – Tagaytay Road in Laguna. The alternative all-expressway route would be
via NAIAX, Skyway Stages 1&2 Elevated (note that Class 3 vehicles are not allowed), and
SLEX.
 CCLEX
CCLEX, would provide additional access between Cebu mainland to Mactan Island from Cebu
South Coastal Road in Cebu City to Mactan Circumferential Road in Cordova. There are two
existing bridges (toll-free) parallel to CCLEX. These are Marcelo Fernan Bridge which has total
lane capacity of four (4) lanes, and Osmeña Bridge which has total lane capacity of two (2)
lanes. Prior to CCLEX, these existing bridges are already operating beyond its capacity which
resulted to severe traffic congestion as it serves motorists traversing Cebu mainland and
Mactan Island. With CCLEX in place, motorists may opt to use the facility minimizing traffic
congestion at the two bridges.
 PT Nusantara
PT Nusantara’s competitors are mostly within Indonesia’s toll road networks or free alternative
roads. BSD belongs to a wide toll road network in the Jakarta metropolitan area, hence, there
are various alternative toll roads but serving different routes. However, competition with these
other toll roads within the network is present for customers coming from West of the
metropolitan area to Central Jakarta and vice versa. For Nusantara’s toll roads located in
Makassar, there are free alternative roads to BMN and JTSE but have limited capacity and are
heavily congested during peak times. There are no other toll roads in Makassar. For JJC toll
roads, there is competition coming from the free road (arterial Cikampek) as an alternative
public road and KCIC Jakarta-Bandung high speed rail that is located alongside JJC which
serves as public transport alternative. In the future, Jakarta-Cikampek II South which will be
operated between 2026 and 2028 (Jatiasih - Sadang) will also become a competitor as an
alternative toll route.
Traffic volumes on the toll roads are likewise affected by competition from alternative modes of
transportation and there can be no assurance that existing modes of transport will not significantly
improve their services.
MPTC continues to promote traffic growth on these toll roads by providing more entry and exit points
along the expressway. Likewise, MPTC continues to boost the value proposition of its toll roads by
implementing measures to enhance customer satisfaction, safety, and convenience. While MPIC
believes there is no significant threat posed by competing toll roads in the Philippines covered by
NLEX Corp. and CIC’s concessions, there is competition elsewhere from Villar Group, which is the
new operator of Daang Hari-SLEX Link, and San Miguel Corporation, which is the controlling
shareholders of the company(ies) operating the Metro Manila Skyway, South Luzon Expressway,
Tarlac-Pangasinan-La Union Expressway and NAIA Expressway.
20
SCHEDULE I
MPTC builds and expands its vendor pool to ensure that there will always be available suppliers,
contractors and service providers who can service its requirements. Admittedly, the pandemic has
slowed down the arrival of some imported goods (e.g. computers, etc.). The delay due to the pandemic,
however, has not substantially impacted operations and did not result in business interruptions.
MPTC anticipates that there may be delays in the delivery and arrival of imported items in view of
Ukraine and Russia Conflict. It also anticipates an increase in delivery costs, and operating expenses
due to the increasing and fluctuating global prices of fuel.
Costs and effects of compliance with environmental laws
When considering compliance with environmental laws, rules, and regulations, MPTC and its business
units recognize the potential costs and effects of non-compliance, including penalties and closure. To
ensure compliance, the tollroad concession companies appoint and assign Pollution Control Officers to
oversee environmental management during the Pre-construction, construction, and operational phases
of the project. Additionally, other project pre-requisites such as an Environmental Guarantee Fund
(“EGF”) and a Multipartite Monitoring Team (“MMT”) are secured and established for environmental
safeguarding and compliance monitoring.
Prior to the commencement of construction activities, the grantee must obtain an environmental
compliance certificate (“ECC”) from the DENR. An ECC typically requires the grantee to submit its
proposed policies for, among others, (1) relocation and compensation of individuals and families who
are affected by the toll road project, (2) mitigation of the effects of the toll road project on the natural
environment, (3) environmental monitoring, and (4) public information and education regarding the toll
road project. In addition, the ECC typically requires the grantee to submit a quarterly report of its
environmental monitoring activities.
NLEX Corp., MHI, CIC and CCLEC have dedicated teams that regularly monitor compliance with its
ECCs and ensure measurement of significant environmental metrics for purposes of compliance with
the reporting requirements under its loan agreements. Quarterly air quality, noise, and water (of
affected water tributaries) sampling is conducted to measure the level of pollutants and harmful
particulates, noise levels, and water quality along the toll roads. A solid and hazardous waste
management system is also in place to ensure proper waste disposal and compliance with the
Ecological Solid Waste Management Act of 2001 and Toxic Substances and Hazardous Wastes
Control Act of 1990. All required areas for reclamation and re-vegetation are regularly monitored and
maintained to prevent soil erosion and scouring along riverbanks and slope areas.
In addition, MHI ensures compliance with the Laguna Lake Development Authority (“LLDA”) Act, which
requires that an LLDA clearance be secured for the construction, operation, maintenance, expansion,
modification, or implementation of infrastructure projects in the Laguna de Bay Region, and consistent
payment of regulatory fees.
PT Nusantara ensures that all projects are reviewed and evaluated against the following social and
environment requirements of relevant and applicable Indonesian laws on environment, health, safety
and social issues. They committed to follow a Social and Environmental Management System that
details the policy, operating procedures, institutional arrangements and workflow to identify social and
environmental risks that may arise from the projects it is involved in, and therefore ensure the
avoidance, minimization or mitigation of those risks during the entire cycle from project inception,
through appraisal, tendering, award, construction, maintenance and decommissioning.
21
SCHEDULE I
Status of any publicly announced product or services
Toll Collection Interoperability Agreement.
Refer to Note 29, Significant Contracts, Agreements and Agreements attached to the 2023 Audited
Consolidated Financial Statements
(B.3a) Water - Maynilad
MWHCI, a joint venture between MPIC, DMCI Holdings, Inc. (“DMCI”) and Marubeni Corporation, holds
controlling shares in Maynilad, which, in turn holds the exclusive concession granted by the
Metropolitan Waterworks and Sewerage Systems (“MWSS”), on behalf of the Government, to provide
water and sewerage services in the West Zone of the Greater Metro Manila. MPIC’s effective
ownership in Maynilad was at 52.9% as at December 31, 2023.
Maynilad’s subsidiaries are Philippine Hydro, Inc. (“PHI”) and Amayi Water Solutions, Inc. (“Amayi”).
PHI owns and operates three plants that supply treated bulk water to the Legaspi City Water District in
Albay, Norzagaray Water District, Santa Maria Water District, Bocaue Water District in Bulacan and in
Bambang, Nueva Vizcaya. Amayi was organized to engage in the distribution of water outside the West
Zone of the Greater Metro Manila.
Concession Agreements
On February 21, 1997, Maynilad entered into a Concession Agreement with the MWSS (“Original
Concession Agreement” or “OCA”). Under the OCA, MWSS granted Maynilad, as agent, the right to
perform certain functions and to exercise certain rights and powers under the MWSS’s Charter, and as
contractor, the sole right to manage, operate, repair, decommission and refurbish all fixed and movable
assets required (except certain retained assets of MWSS) to provide water and wastewater services in
the West Service Area, as defined in the OCA, including the right to bill and collect for water and
wastewater services supplied therein, for 25 years or until May 6, 2022 (the “Expiration Date”). In
April 2011, the Expiration Date was extended for 15 years, moving the Expiration Date to July 31, 2037,
unless the OCA is pre-terminated due to an event of default. The 15-year extension of the OCA was
approved by the MWSS in 2009 and was duly acknowledged by the Republic of the Philippines
(“ROP)”, in accordance with the OCA, through a Letter of Consent and Undertaking dated March 17,
2010 (“Republic Undertaking”).
Maynilad is also tasked to manage, operate, repair, decommission and refurbish certain specified
MWSS facilities in the West Service Area. The legal title to these assets remains with MWSS.
However, legal title to the property, plant and equipment that Maynilad contributes to the existing
MWSS system during the concession period remains with Maynilad until the Expiration Date (or on
early termination date) at which time, all rights, titles and interest in such assets will automatically vest
in MWSS.
Sometime in the latter part of 2019, then President Rodrigo Duterte ordered the review of the terms of
the Concession Agreements of Maynilad and Manila Water, and in January 2020, formed the
Concession Agreements Review Committee (“RevCom”) to conduct such review and to submit its
recommendations to the President. The RevCom was composed of the Executive Secretary, the
Secretaries of the Departments of Justice and Finance, the Solicitor General, the Government
Corporate Counsel and the Presidential Adviser on Flagship Programs and Projects.
On May 18, 2021, Maynilad and MWSS signed the Revised Concession Agreement (“RCA”), the
notable provisions of which are discussed in Note 29, Significant Contracts, Agreements and
Commitments to the 2023 Audited Consolidated Financial Statements.
22
SCHEDULE I
Maynilad’s subsidiary, PHI, supplies potable water to parts of Bulacan under bulk water supply
agreements with the water districts of Norzagaray, Santa Maria and Bocaue for twenty-five (25) years to
2035.
On February 19, 2019, Amayi entered into a concession agreement with the Municipality of Boac,
Marinduque. The concession agreement shall be effective for a period of twenty-five (25) years
beginning on the commencement date (as defined in the agreement) with the option to renew for
another maximum of twenty-five (25) years at the sole discretion of the concessionaire. On January 23,
2020, the Office of the Boac Waterworks Operation of the Municipality of Boac, Marinduque notified
Amayi of the order of their Local Chief Executive calling for the review and further study of the
concession agreement. On January 23, 2024, operation of the Boac Waterworks has been turned over
to Amayi.
Non-Revenue Water (“NRW”)
NRW refers to the volume of water lost in Maynilad’s distribution system due to leakage, theft from
illegal connections, and metering errors.
Maynilad has established a dedicated team whose sole purpose is to reduce NRW by improving the
billing system, replacing meters for commercial and high-usage customers, undertaking comprehensive
leak repairs, reducing illegal connections, servicing pipe replacement and rehabilitating distribution
lines. The District Metered Area (“DMA”) program, which ensures that piped water is properly metered
and billed, is a central part of Maynilad’s water service improvement plan. Originally, water service
areas were based on political and/or geographic boundaries and could contain two or more entry and
outflow points. DMAs now have a single water entry and outflow point which enables Maynilad to
effectively monitor, control and distribute water. DMAs also facilitate efficient account administration,
especially in densely populated areas. Maynilad’s NRW has improved significantly from 66% at the time
it took over the water services for the West Zone in 1997. In 2019, Maynilad’s average NRW measured
at the DMA improved further to 26.4% from 29.8% in 2018. However, in 2021, Maynilad’s NRW level
was at 31.8%. The pandemic required that potable water be available at all times, so Maynilad had to
prioritize activities and infrastructure projects that will ensure compliance with its service obligations.
The regular NRW control measures that were usually implemented under normal conditions were
postponed ensuring 24/7 water supply in the West Zone, to the fullest extent possible, especially in the
elevated areas and those situated at the fringes of Maynilad’s pipe network. In addition, quarantine
restrictions further caused delays in planned repairs and maintenance activities. In 2023, Maynilad’s
NRW level averaged at 30.5%.
Water Quality
Maynilad believes that its water quality surpasses the Philippine National Standard for Drinking Water
set by the Department of Health which is based on World Health Organization water quality guidelines.
During tests conducted by Maynilad in 2019, Maynilad water samples obtained an average
bacteriological compliance score which surpassed the threshold of 95% set in the OCA. Maynilad
collects regular samples on a monthly basis for bacteriological examination of treated surface water and
ground water sources.
Water at the Maynilad treatment plants undergoes daily bacteriological and physio-chemical analysis.
Sampling on deep wells within the coverage area is conducted jointly with the MWSS Regulatory Office
(“MWSS RO”) and undergoes monthly bacteriological analysis.
Sewerage Operations
Maynilad is responsible for the provision of sewerage and sanitation services through the operation of
new and existing sewerage systems and treatment facilities as well as a program for the regular
emptying of septic tanks in the West Zone.
23
SCHEDULE I
Maynilad operates sewerage systems that collect wastewater generated from households and
establishments and convey it to Maynilad’s sewage treatment facilities for treatment prior to disposal.
Maynilad currently operates 23 wastewater treatment facilities for the treatment and disposal of sewage
and septage generated in the West Zone. As at December 2023, Maynilad expanded its sewerage
coverage to reach 30.7% of the water-served population in its concession area. Maynilad is also
currently upgrading a wastewater facility in Caloocan, and constructing new ones in Las Pinas, Bacoor,
Tunasan and Cupang in Muntinlupa, and Central Manila. Once completed over the next five years,
Maynilad’s total number of wastewater treatment plants will be 27 by year 2027.
Maynilad also operates 89 desludging tankers, which are used to empty individual septic tanks and
transport the septage collected to the nearest septage treatment plant.
Tariff Structure and Rate Regulation
The MWSS RO determines Maynilad’s water tariffs in accordance with the terms of the Maynilad
concession agreement. Different water tariff schedules apply to the four main categories of retail
customers: residential, semi-business, commercial, and industrial. Each category has its own cost
structure, divided into nine consumption bands for residential and semi-business and 33 bands for
commercial and industrial customers. Industrial and commercial customers, on average, pay three to
five times more than residential and semi-business customers for the same volume of water consumed.
Maynilad billings to customers consist of the following:
a. Water charges:
o Basic charges represent the basic tariff charged to consumers for the provision of water
services.
o FCDA, which is the tariff mechanism that allows the Parent Company to recover foreign
exchange losses or to compensate foreign exchange gains on a current basis beginning
January 1, 2002 until the Expiration Date.
o Maintenance service charge represents a fixed monthly charge per connection.
The charge varies depending on the meter size.
b. Wastewater charges
a. Environmental charge represents 20% of the water charges, except for maintenance
charge.
b. Sewerage charge represents 20% of the water charges, excluding maintenance service
charge, for all consumers connected to Maynilad’s sewer lines. Effective
January 1, 2012, pursuant to RO Resolution No. 11-007-CA, sewerage charge applies
only to commercial and industrial customers connected to sewer lines.
c. Government taxes consist of (i) the 2% national franchise tax, and (ii) the local franchise tax
implemented by the respective local government units (“LGUs”) where the Business Area
offices of the Concessionaires are located.
a. National franchise tax is 2% of total water and wastewater charges.
b. Local franchise tax is based on the total water and wastewater charges using the
applicable local franchise tax rate.
Before the grant of a 25-year franchise under RA 11600, a 12% value added tax was applied to the total
charges of the customer. On March 21, 2022, the MWSS Board of Trustees passed a resolution
confirming that beginning March 21, 2022, which was when the Concessionaires formally accepted the
terms of their respective legislative franchises, the charges for water and wastewater services will no
longer be subject to the 12% VAT, but will be subject to Other Percentage Tax (“OPT”).
24
SCHEDULE I
The OPT, which shall be reflected as “Government Tax” in the customers’ statement of account,
consists of (i) the 2% national franchise tax, and (ii) the local franchise tax implemented by the
respective LGUs where the Business Area offices of the Concessionaires are located.
Water tariff rates are adjusted according to the provisions of the Maynilad concession agreement, as
amended. See Note 29, Significant Contracts, Agreements and Commitments attached to the 2023
MWSS Compliance with the 12% Limit on Return on Rate Base
The MWSS’s charter imposes a 12% limit on the return on rate base for the MWSS. The National Water
Resources Board (“NWRB”), which is mandated to determine the compliance of the MWSS
Concessionaires with the 12% return on rate base limit, has confirmed that this rate applies to the entire
waterworks system, including the income and assets held by the MWSS, Manila Water Company, Inc.
(“Manila Water”, which holds the East Zone concession of Metro Manila) and Maynilad. Pursuant to the
Maynilad CA, if the tariff rates determined to be appropriate for Maynilad would cause a breach of the
MWSS 12% return on rate base limit, the charter limitation would be observed, but the MWSS RO will
treat the excess amount (and interest accrued thereon) at the Appropriate Discount Rate as Expiration
Payment. However, Maynilad may also agree, in place of the Expiration Payment in exchange for some
other benefit, such as an adjustment to one or more of its coverage targets.
Concession Fees
In accordance with the Maynilad CA, Maynilad paid concession fees of ₱1.57 billion for the year ended
December 31, 2023 (as compared to ₱1.28 billion and ₱989.8 million for the years ended
December 31, 2022 and 2021, respectively).
Capital Expenditure Plans
Capital expenditure has been used to rehabilitate facilities inherited from the MWSS, as well as the
design and build plan of various new projects to improve water and sewerage services in order to meet
the service obligations under the Maynilad CA. Maynilad plans to continue to rehabilitate and expand its
water utilities network, reduce its NRW levels, improve water pressure and water supply management,
expand sanitation services and integrate new technology and information technology into the system.
Customers
Maynilad provides water and sewerage services to the West Zone of the Greater Metro Manila under its
concession agreement with the Government.
Distribution
Water is distributed through Maynilad’s network of pipelines, pumping stations and mini-boosters. As of
December 31, 2023, Maynilad’s network consisted of around 7,287 km of total pipeline, 39 pumping
stations, and 39 reservoirs. Under the OCA, if Maynilad fails to meet any service obligation which
continues for more than 60 days or 15 days in cases where the failure could adversely affect public
health or welfare, it is subject to penalties in the amount equal to 25% of the costs needed to meet such
requirements. If such failure continues for more than 180 days, Maynilad is subject to penalties in the
amount equal to 50% of the costs needed to meet such requirements. Sixteen (16) pounds of force per
square inch of are (“psi”) is the minimum pressure at which water will reach the third floor of a building
without a need for a pump. A number of factors affect the pressure of water supplied by Maynilad. In
general, replacing faulty pipes and adding pumping facilities increase water pressure, while expansion
of the system decreases system-wide water pressure.
25
SCHEDULE I
Competition
Maynilad has no direct competition given that it has right to provide water and sewerage services to the
West Service Area under its concession agreement with the Philippine Government.
Under the Maynilad CA, MWSS grants Maynilad (as contractor to perform certain functions and as
agent for the exercise of certain rights and powers under the Charter), the sole right to manage,
operate, repair, decommission and refurbish all fixed and movable assets required (except certain
retained assets of MWSS) to provide water and sewerage services in the West Service Area up to
2047.
Under Maynilad’s Concession Agreement, MWSS supplies raw water to Maynilad’s distribution system
and is required to supply a minimum quantity of raw water. Maynilad currently receives substantially all
its water from MWSS.
Maynilad has some supply side risk in that: (i) it secures most 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
disruption in late 2009 arising indirectly from typhoons, the business entered 2010 with less water
supply available than allowed for in its concession. Maynilad has worked to moderate its reliance on
Angat by developing the Putatan Water Treatment Plant while continuing to reduce leakage and theft
rates and has augmented supply by purchasing raw water.
Transactions with related parties
Maynilad entered into certain construction contracts with D.M. Consunji, Inc., a subsidiary company of
DMCI, in relation to the provision of engineering, procurement and construction services to Maynilad.
Refer to Note 19, Related Party Transactions attached to the 2023 Audited Consolidated Financial
Statements for further details.
Maynilad’s wastewater facilities are required to be maintained in compliance with environmental

standards set primarily by the DENR regarding effluent quality. All projects are assessed for their
environmental impacts, and, where applicable, must obtain an ECC from the DENR prior to construction
or expansion. Subsequent to construction, effluents from facilities, such as sewage and septage
treatment plants, are routinely sampled and tested against DENR standards using international quality
sampling and testing procedures.
Maynilad has made efforts to meet and exceed all statutory and regulatory standards. Maynilad’s
regular maintenance procedures involve regular disinfection of service reservoirs and mains and
replacement of corroded pipes. Maynilad believes all wastewater treatment processes and effluents
meet the current standards of the DENR.
Maynilad’s Dagat-Dagatan Sewage and Septage Treatment Plant in Caloocan is the first facility of its
kind in the Asia-Pacific Region to attain triple international standard accreditations on Quality
Management (ISO 9001:2008) and Environmental Management (ISO 14001:2004) in January 2007,
and Occupational Safety and Health Management (OHSAS 18001:2007).
26
SCHEDULE I
(B.3b) Water - MPW
MPIC’s wholly-owned subsidiary, MPW is pursuing water infrastructure projects and other water-related
investments across the Philippines.
As at December 31, 2023, MPW’s subsidiaries hold the following concession rights (see Note 29,
Significant Contracts, Agreements and Commitments to the 2023 Audited Consolidated Financial
Statements):
 Through 95% in Cagayan De Oro Bulk Water Inc. (“COBI”) through its wholly owned
subsidiary, MetroPac Cagayan De Oro Holdings, Inc. (“MCOH”). COBI, a joint venture
between MCOH and Cagayan de Oro Water District (“COWD”), holds a 30-year bulk water
supply agreement to supply up to 100 million liters per day (“MLD”) of treated water to COWD
(“CDO Project”). Operations commenced effective December 31, 2017.
 Through 80% in Metro Iloilo Bulk Water Supply Corporation (“MIBWSC”). MIBWSC, a joint
venture between MPW and Metro Iloilo Water District (“MIWD”), holds a 25-year bulk water
supply project to supply MIWD up to 170 MLD (“Metro Iloilo Bulk Project”). On July 5, 2016,
MIBWSC officially took over water production operations from MIWD.
 Through 80% in Metro Pacific Iloilo Water Inc. (“MPIWI”). MPIWI, a joint venture between
MPW and MIWD, holds a 25-year concession to rehabilitate, operate, maintain and expand
MIWD’s existing water distribution system and provide sanitation services to MIWD’s service
area (“Metro Iloilo Distribution Project”). MPIWI commenced operations in July 1, 2019.
 Through 80% in Metro Pacific Dumaguete Water Services Inc. (“MPDW”). MPDW, a joint
venture between MPW and Dumaguete City Water District’s (“DCWD”) holds a 25-year
concession to rehabilitate, operate, maintain and expand DCWD’s existing water distribution
system and develop wastewater facilities to serve DCWD’s service area (“Metro Dumaguete
Distribution Project”). MPDW commenced operations on February 1, 2021.
 Through 55.41% in PNW. Pursuant to a 50-year Build, Own Operate (“BOO”) contract with
the Chu Lai Open Economic Zone Authority, PNW is licensed to develop a water supply
system that will meet clean water demand in the Chu Lai Open Economic Zone, and urban
areas, industrial zones and adjacent rural areas in Quang Nam province. PNW has
substantially completed the construction and commissioning of a water treatment plant with
capacity of 25 MLD. PNW will be declaring insolvency as it is unable to service its debts. Refer
to note 14, Impairment of Goodwill and Intangible Assets, attached to the 2023 Audited
Consolidated Financial Statements.
MPW also has an interest in the following entities:
1. Effective interest of 27% in Laguna Water District Aquatech Resources Corp. (“LARC”)
through its direct ownership of 30% in EquiPacific HoldCo Inc. (“EquiPacific”). LARC, a joint
venture between EquiPacific and Laguna Water District (“LWD”), implements the joint venture
project for the financing, rehabilitation, improvement, expansion, operation and maintenance
of the water supply and distribution system within LWD’s franchise area covering the
municipalities of Los Baños, Bay, Calauan and Victoria of the Province of Laguna. LARC
commenced operations on January 1, 2016.
2. Effective interest of 49% in TLW through its wholly owned subsidiary, Metro Pacific TL Water
International Limited. TLW is one of the largest water companies in Vietnam, with 310 MLD of
27
SCHEDULE I
installed capacity. TLW’s main project assets are the: (1) Song Lam Raw Water Plant, (2) Ho
Cau Moi Water Treatment Plant, and (3) Nhon Trach 6A Sewage Treatment Plant.
In 2023, MPW increased its ownership in EcoSystem Technologies International, Inc. (“ESTII”) from
65% to 100% by buying out the minority shareholder, Eco-System Technologies, Inc. (“ESTI”). 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 MPW, to
diversify its water sector investment holdings and invest in the high growth wastewater Engineering,
Procurement and Construction (“EPC”) and Operation & Maintenance (“O&M”) markets. ESTII owns
certain patents and utility models relating to water/wastewater treatment, the use of which are governed
by an exclusive and perpetual license.
Dependence on Licenses and Government Approval
Various government agencies and regulatory bodies require the possession of certain licenses and
permits with respect to water extraction, treatment and distribution. Maynilad, MPW and their
subsidiaries maintain compliance with the requirements and conditions for obtaining and maintaining
such licenses and permits.
The guidelines implemented by the NWRB and/or the Local Water Utilities Administration regulate the
water tariffs that may be charged by water distribution companies to customers. MPW maintains
adequate operational and financial documentations, conducts robust studies and implementation plans,
and maintains regular dialogue with local government and regulatory authorities to ensure compliance
with the requirements and conditions needed for the approval of proposed water tariff adjustments.
Customers
MPW’s investees were granted sole right to supply and/or distribute water to districts/areas as per their
respective joint venture agreements with the local water districts. For the year ended
December 31, 2023, revenues from these customers do not represent a significant percentage of
MPIC’s consolidated water revenues.
Revenues contributed by foreign entities
Revenue contribution from the water concession operated by PNW amounted to P

= 34.64 million for the
year ended December 31, 2023.
Foreign contribution from investment in TLW under share in equity in net earnings is disclosed in Note
10, Investments and Advances attached to the 2023 Audited Consolidated Financial Statements.
Distribution
MPW, through its subsidiaries and associates, delivers treated water to customers through a system of
transmission and distribution pipelines, reservoirs and pumping stations.
Competition
The water supply agreements that are in place, and the significant cost of putting up competing water
production and distribution facilities in the same service area generally restrict other private water
operators’ from supplying to customers currently being served by MPW through its subsidiaries and
associates.
28
SCHEDULE I

Sources of water requirements as follows:
Company Water Source

Domestic:
MIBWSC Maasin Dam
LARC 90% from groundwater, and 10% from a bulk
water supplier
MPDW 100% groundwater
Vietnam:
Song Lam Raw Water Plant Lam River
Ho Cau Moi Water Treatment Cau Moi Lake
Plant
PNW Water Treatment Plant Phu Ninh Lake
MIBWSC currently sources a significant portion of its raw water requirement from the Maasin Dam and
treats close to around eighty percent (80%) of its water requirement through the Sta. Barbara water
treatment plant. Other sources of water by MIBWSC are groundwater and bulk water suppliers.
MIBWSC is undertaking preparatory activities for the development of additional water sources and the
construction of new water treatment facilities for the expansion phases.
MPIWI sources its potable water requirements mostly from the Metro Iloilo Water District.
ESTII, a subsidiary of MPW, entered into contracts with Maynilad for the construction of wastewater
treatment plants. MPIWI entered into contracts with Maynilad for the establishment of geographic
information system and non-revenue water assessment services. MIBWSC, COBI, MPIWI and MPDW
entered into management services agreements with MPW for the provision of accounting, treasury,
branding, corporate governance, information technology and other management services.
All projects are assessed for their environmental impacts, and, where applicable, must obtain an
Environmental Compliance Certificate from the DENR prior to construction or expansion.
(B.4) Rail
MPIC operates its rail business through its subsidiary, MPLRC. MPLRC’s main activity is the holding of
shares both at Light Rail Manila Holdings Inc. (“LRMH”) as well as LRMC. LRMC holds the exclusive
concession granted by the Department of Transportation (“DOTr”) and Light Rail Transportation
Authority (“LRTA”), on behalf of the Government to operate and maintain the existing LRT-1, as well as
to extend the south line from Baclaran to Niog, Cavite. LRMH holds shares in LRMC. On May 28, 2020,
MPIC entered into an agreement with Sumitomo Corporation (“Sumitomo”) for the acquisition by
Sumitomo of a 34.9% interest in MPLRC (see Note 4, Business Combinations, Disposals and Changes
in Non-controlling Interests attached to the 2023 Audited Consolidated Financial Statements). MPLRC
has an aggregate 55% interest in LRMC. MPIC’s effective stake in LRMC (through MPLRC) as at
December 31, 2023 and 2022 was 35.8%.
With the implementation of Enhanced Community Quarantine (“ECQ”) or Modified Enhanced

Community Quarantine (“MECQ”), two of the strictest forms of lockdown to combat COVID-19 in NCR,
LRT-1 operations were suspended. In June 2020, LRT-1 resumed operations but at a limited capacity
of 13%. In October 2020, following the DOTr’s directive to gradually increase maximum passenger
29
SCHEDULE I
capacities, LRMC adjusted passenger loading capacity to 30%. In November 2021, the passenger
capacity for rail lines and selected public utility vehicles operating in Metro Manila and its adjacent
provinces was increased to 70%. Starting March 1, 2022, all public transportation was finally allowed to
operate at full capacity.
The majority of LRMC’s capital expenditure of ₱1.5 billion in 2023 was used for the rehabilitation of the
train system, structural repairs and improvements, and the construction of the LRT-1 Cavite extension.
Most of its station improvement project for 20 stations has been completed ahead of schedule. The
expansion work on the LRT-1 Cavite extension covering five stations is ongoing. However, long-
overdue tariff increases remain a financial obstacle to the development of the LRT-1 Cavite extension.
Finally, on August 2, 2023, LRMC implemented the adjusted fares for LRT-1 pursuant to the approval of
DOTR in June 2023.
Since the start of civil works in September 2019, the project completion rate has now reached 96.4% for
Phase 1 of the LRT-1 Cavite extension. For the year ended December 31, 2023, LRT-1 had total
ridership of more than 108 million.
Patents, Trademarks, Licenses, Franchises, Concessions or Labor Contract
On October 2, 2014, LRMC entered into a concession agreement with DOTr and LRTA. Under the
concession agreement, DOTr and LRTA granted LRMC the exclusive right to operate and maintain the
existing LRT-1 and construct an 11.7-kilometer extension from the present end-point at Baclaran to the
Niog area in Bacoor, Cavite. LRMC was formally awarded the project by the DOTr and LRTA following
the submission of a lone bid with a premium of ₱9.35 billion. The concession period is for 32 years from
takeover date and ends in 2047.
DOTr granted an operating franchise to LRMC on September 11, 2015. LRMC took over the operations
and maintenance of LRT-1 on September 12, 2015. (See Note 29, Significant Contracts, Agreements
and Commitments attached to the 2023 Audited Consolidated Financial Statements).
Dependence on Licenses and Government Approval
Necessary Government approvals in relation to the operation of the rail business and the related non-
rail revenues have been secured and documented in the relevant concession agreement.
On July 30, 2014, the Supreme Court issued a temporary restraining order on the commencement of
the construction of common station at the vicinity of the existing MRT-3 North Avenue Station along
EDSA. Although the common station is a deliverable of the Government, LRMC’s business is materially
impacted by any potential delays because ridership is expected to increase materially with the
completion of the common station. Under the concession agreement, the Government is obligated to
hand over the common station to LRMC by April 1, 2019 or 54 months after the signing date. The
“notice to proceed” for the construction of the common station was issued by the Government in 2019
and works were completed by end of November 2022. This is three years behind the original deadline
stated in the concession agreement.
LRMC also depends on Government approvals for the acceptance and the funding of any potential
liquidated damages resulting from unfulfilled obligations.
Effect of Existing or Probable Governmental Regulations on the Business
The main variable affecting the earnings growth of the Light Rail segment is the ability of LRMC to
secure the fare adjustments and ability to collect the liquidated damages under the concession
agreement that governs LRMC’s concession.
30
SCHEDULE I
The concession agreement establishes an initial fare rate and an adjustment formula for setting the
appropriate fares. The fare adjustment is scheduled every two calendar years beginning on
August 1, 2016, with a starting initial fare supposedly implemented on August 1, 2014. If the fares
approved by the Government are lower than the fares stipulated in the concession agreement, the
Philippine Government is obligated to pay the difference and keep LRMC whole.
On August 2, 2023, the DOTr approved the implementation of the increase in LRT-1 boarding fare from
₱11 to ₱13.29 and distance fare of ₱1 to ₱1.21 per kilometer.
Republic Act No. 11314, otherwise known as the “Student Fare Discount Act”, which was signed on
April 17, 2019, grants students who ride LRT-1 an entitlement of 20% fare discount. As a noticeable
percentage of LRT-1 riders are students, the law would have some negative effect on revenues. This
would be slightly offset by tax benefits under the law. Subject to the provisions under section 29.3 of the
Concession Agreement, this may be characterized as a “Material Adverse Government Action (Change
in Law)” for which LRMC would be entitled to compensation.
In 2020, as part of the Government’s measure to address and mitigate the spread of COVID-19, the
DOTr issued the Guideline for the Management of Emerging Infectious Disease. This guideline
provides that the rail sector should observe one-meter physical distancing measures inside the trains.
This resulted in as low as a 13% maximum operating capacity for LRT Line 1 upon lifting of ECQ in
Metro Manila and 30% up until November 2021, which are significantly below LRT-1’s actual capacity
pre-COVID-19. Although all public transportation systems are now allowed to operate at 100%, these
capacity restrictions resulted in a significant decline in LRMC’s ridership and farebox revenue for year
2020 and to date.
Customers
The rail business of LRMC enjoys a sole concession of the LRT-1. This transport system is widely used
by the public such that the loss of a few customers would not have a material adverse effect on MPIC.
There is also no single customer that accounts for twenty percent (20%) or more of the segment’s
sales.
Distribution
Rail farebox revenues are from manual fare payment through single journey tickets and usage of
prepaid credits on stored value cards. Non-farebox revenues are primarily from direct payments by
tenants and advertising partner.
Competition
While LRMC was granted the sole right to operate and maintain LRT-1, customers have non-rail
alternatives such as buses and jeepneys.
LRMC purchases spare parts from various suppliers, including foreign suppliers from Germany and
Japan, for the rehabilitation of the existing light rail vehicles (“LRVs”).
Under the LRT-1 Concession Agreement, included in the Grantors’ responsibilities is the procurement
of 120 LRVs. The additional LRVs are intended to increase the fleet of LRT-1 in preparation for the
Cavite extension as well as to retire the Generation 1 trains. In January 2021, the first of the thirty (30)
Generation-4 (“Gen-4”) train sets committed by the Government arrived in the Philippines. The state-of-
the-art passenger train sets, each with 4 LRVs has a maximum design speed of up to 70 kph and can
accommodate around 1,400 passengers per trip. These new trains will undergo rigorous testing and
commissioning before it is used for commercial operations.
31
SCHEDULE I
In 2014, AF Payments Inc. (“AFPI”), in which MPIC has a stake of 20%, was granted the rights and
obligations to design, finance, construct, operate, and maintain the Automated Fare Collection System
Project (“AFCS Project”) for LRT-1, Light Rail Transit Line 2 (“LRT-2”), and Metro Railway Transport 3
(“MRT-3”). The AFCS Project, which was founded under the Build-Operate-Transfer Law,
accommodates a contactless smartcard technology for stored value and single journey ridership. When
AFPI bid for the AFCS Project, AFPI won the bid because it will not be charging public transport offices
fees for the use of its system. As such, LRMC is not paying AFPI for the use of its system (see Note
19, Related Party Transactions attached to the 2023 Audited Consolidated Financial Statements).
In 2017, LRTA and MERALCO entered into a memorandum of agreement for the relocation of electrical
sub-transmission and distribution facilities which will be affected by the construction works of the Cavite
Extension. LRTA shall pay MERALCO all costs and expenses to be incurred for the relocation of its
facilities (relocation charge). The agreement requires LRTA to enter into an Escrow Agreement to
facilitate its payment of relocation charges. MERALCO may suspend the implementation of the
relocation activities should LRTA fail to settle such charges. Since LRTA will only pay upon completion
of the activities and MERALCO wants to receive advance payment for the costs to be incurred, LRMC
has entered into a memorandum of agreement with MERALCO to pay in advance such charges to
enable execution of the relocation activities. MERALCO shall reimburse LRMC of the relocation
charges upon receipt from the Escrow Agent or LRTA (see Note 19, Related Party Transactions
Other transactions with related parties [Meralco, Maynilad, PLDT, Inc., Smart Communications, Inc.
(“Smart”) and others] were made in the ordinary course of business and are for daily operation and
general administration.
LRMC’s facilities are required to be maintained in compliance with the environmental standards set
primarily by the DENR. ECC have been issued previously to LRTA, namely ECC 0801004-7110 issued
2008, and ECC-O-8507-078-208 issued 1987 for the existing LRT-1 rail system.
For the commencement of the construction of the LRT-1 Cavite extension, LRTA has already obtained
an ECC from the DENR under reference no. ECC-CO-1305-0018 issued in 2013. The ECC requires the
proponent to abide by the following conditions: (i) implementation of a Solid Waste Management
Program, (ii) implementation of a dust control system at the construction site, (iii) construction and
installation of drainage structures, (iv) implementation of a social development program including
priority employment for local residents within the direct impact areas, (v) conduct and submit a Traffic
Impact Assessment and a Traffic Management Program, (vi) submit evidence of compliance to all
pertinent environmental regulations, (vii) set up an Environmental Guarantee Fund, a Multipartite
Monitoring Team (“MMT”) and an Environmental Monitoring Fund, (viii) establish an Environmental unit,
and (ix) submit a joint undertaking between grantor and concessionaire. Regulations require the
grantee to submit a quarterly report of its environmental monitoring activities and a semi-annual report
of its compliance to the above stated ECC.
LRMC has a dedicated environmental team that regularly monitors compliance not only with its ECCs
but also with the International Finance Corporation Performance Standards as stipulated in its
Concession Agreement. LRMC has established its Environmental and Social Management System that
ensures measurement of significant environmental and social metrics for purposes of compliance with
the reporting requirements. In addition, the presence of the MMT, established in January 2016,
validates all the environmental activities and measurements of LRMC. LRMC has monthly Lenders
Technical Advisers audits conducted by ARUP and commissioned TUV Rheinland to conduct
independent environmental monitoring and compliance audits for the LRT-1 Cavite extension project.
32
SCHEDULE I
LRMC achieved ISO 14001 certification in July 2017 and was recertified in November 2020. Since
LRMC assumed LRT-1 operations in 2015, no Notice of Violation was received, and no environmental
incident has occurred.
Status of any publicly announced products and services
Additional units of e-tap loading kiosks for Beep Cards were deployed, resulting in a total of 65 active
kiosks in the entire line as of December 31, 2023. LRMC also entered into lease agreements with
various merchants to expand its commercial business.
In December 2020, LRMC, in partnership with Bayad Center, launched its first Bayad Center lane in
Balintawak station to provide a more convenient payment option to LRT-1 commuters.
On February 13, 2019, the DOTr signed the contract for the development of the Unified Common
Station (“UCS”) which will provide a connection between LRT-1, MRT-3, Manila Mass Rapid Transit
Line 7 and the Metro Manila Subway. (See Note 29, Significant Contracts, Agreements and
Commitments to the attached 2023 Audited Consolidated Financial Statements).
(B.5) Others
Fuel Storage
Philippine Coastal Storage and Pipeline Corporation (“PCSPC”) operates the petroleum storage and
pipeline facilities of the former US military bases, namely Subic Bay Naval Base and Clark Air Force
Base. MPIC indirectly owns 50% of PCSPC through a partnership with Keppel Infrastructure Fund
Management Pte. Ltd. (in its capacity as trustee-manager of Keppel Infrastructure Trust) (“KIT”).
Strategically located in the Subic Bay Freeport Zone, PCSPC is the largest independent petroleum
product import terminal in the Philippines with a storage capacity of approximately 6.0 million barrels.
The 150-hectare facility comprises of 87 storage tanks, two piers and a pipeline infrastructure
connecting the entire facility. For 2023, the average storage capacity of PCSPC was at 5.5 million
barrels, with an average utilization rate of 90%.
On August 6, 2004, PCSPC was registered with Subic Bay Metropolitan Authority (“SBMA”) as a Subic
Bay Freeport Zone Enterprise under the Republic Act No. 7227, otherwise known as the “Bases
Conversion and Development Act of 1992”, as amended. As a registrant, it is entitled to a special tax
rate of 5% on gross income and shall enjoy all rights, privileges and benefits established under the Act.
PCSPC has an operating lease agreement with SBMA covering its terminal facilities. The lease, as
amended, is for a fifty-year term, to expire on March 31, 2043, with an option to extend until March
2058.
PCSPC has storage agreements with various customers wherein it shall make available its facilities and
provide services for the storage and handling of commodities as described therein. The term of the
contract varies from six months to twenty years, which can be renewed subject to mutual agreement
between the parties. Customers range from minor to major oil players and logistics.
Health
MPIC has created the Philippines’ first nationwide chain of leading private hospitals to deliver
comprehensive in-patient and out-patient hospital services, including medical and surgical services,
diagnostic, therapeutic intensive care, research and training facilities in strategic locations in the
Philippines. Following a 40% economic interest sell-down in December 2019 to a consortium consisting
of KKR & Co. (“KKR”) (through its Asian Fund III) and GIC through its subsidiary Arran Investments Pte.
Ltd., MPIC has a 20% economic interest in Metro Pacific Health Corporation (“MPH”), which in turn has
33
SCHEDULE I
various ownership interests in the respective companies owning and/or operating the hospitals. MPH
started the year with investments in 19 full-service hospitals across the Philippines – nine hospitals in
Metro Manila and ten around the country (Bulacan, Tarlac, Calamba and Los Baños, Laguna, Bacolod,
Bohol, Butuan, Davao, Zamboanga and General Santos). The MPH portfolio also includes two
healthcare colleges, Davao Doctors College and Riverside College in Bacolod, primary care clinics,
central clinical laboratory, and six operating cancer centers. In March 2023, MPH completed the
acquisition of its fifth hospital in Mindanao, the 95-bed Howard Hubbard Memorial Hospital (“HHMH”).
HHMH is located within the integrated plantation and canning facility of Dole Philippines, Inc. MPH also
strengthened its position in the CALABARZON region by adding three new hospitals namely, Medical
Center Imus (“MCI”) in July 2023, Antipolo Doctors Hospital (“ADH”), and Lucena United Doctors
Hospital and Medical Center (“LUDHMC”), completed both in October 2023. MCI is a Level 2 90-bed
hospital situated in the 2nd most populated and 2nd densest province in the country. It caters to the large
and fertile OFW market in Bacoor and Imus. ADH is a Level 2, 77-bed hospital strategically located in
the most densely populated province, Rizal. It caters to the healthcare needs of Antipolo City and
neighboring areas of Taytay, Teresa and Angono. Lastly, LUDHMC is a Level 2, 95-bed hospital
situated outside the congested city center, catering to the more progressive cities of Lucena, Tayabas
and Sariaya.
MPH has the largest network of premier private hospitals in the Philippines with 4,057 beds, about
10,500 accredited doctors and 19,814 staff as of December 2023. The MPIC Hospital group reported
₱27,233 million revenue and total patient census of 4.2 million and 0.2 million Outpatient and Inpatient
census respectively, in 2023.
As MPH is the single largest shareholder in the majority of the hospital management companies in
which it has an interest, it is well positioned to provide modern professional management skills and
expertise to the hospitals, whose other shareholders are mostly the founding doctors or families of the
hospitals.
The healthcare sector was at the epicenter of the COVID- 19 pandemic and MPH continues to face
challenges as new variants of the virus emerge. The MPIC Hospital group has also been successful in
implementing the vaccination program for the employees and families within the MPIC Group.
MPIC’s digital arm mWell PH provides affordable and accessible health and wellness services anytime
and anywhere through its fully integrated digital platform. mWell PH was initially launched in July 2021
and reached 2.5 million users at the end of 2023.
mWell PH celebrated many firsts in a little over a year from its pilot launch and announced other
pioneering efforts that help redefine not only telemedicine but the entire healthcare landscape.
 mWell is available globally to migrant workers/overseas Filipinos and is the first to offer the
most affordable telemedicine with a free accident insurance package via the Healthsavers
Plan.
 It is also the first to launch the biggest nationwide digital medical mission with hundreds of
volunteer doctors simultaneously providing free consultation all over the country through
National mWellness Day.
 mWell is also the first to offer a wellness score developed by data scientists – the mWellness
Score which measures physical activity, steps, and sleep as well as the first to provide a
cutting-edge, full-suite clinical management system designed by doctors for doctors –
mWellMD.
 It is also the first to provide a portable mobile digital clinic to remote communities in the
country – mWell OnTheGo
In February 2023, mWell PH was hailed as the Best Mobile Innovation for Digital Life in The Global
Mobile Awards (“GLOMO”). Hosted by the Mobile World Congress in Barcelona, GLOMO is the
34
SCHEDULE I
technology industry’s most prestigious accolade, judged by over 200 prominent subject experts across
the world.
Real Estate
The MPIC Group also has real estate investments through Landco Pacific Corporation (“Landco”),
which develops leisure communities, resort-inspired condominiums and luxury home communities, and
Metro Vantage Properties, Inc. (“MVPI”), which develops, designs and markets real estate properties. In
2021, Landco’s sales were at an all-time high since 2016, with 85% of sales from beachtown projects
(Playa Laiya, Club Laiya, Playa Calatagan, Calatagan South Beach, Playa Azalea and Costa Azalea).
Landco continues to explore opportunities in undeveloped properties.
On March 31, 2022, MPIC entered into deeds of absolute sale of shares for the acquisition of an
aggregate of 61.9% of the issued and outstanding capital stock of Landco, for a total consideration of
₱429 million with the following sellers: (a) ABHC owning 6,252,011 shares; and (b) individual
shareholders owning a total of 102,623 shares. As a result of the transaction, Landco shall become a
wholly owned subsidiary of MPIC. The total consideration amounting to ₱429 million shall be offset
against the existing receivables of MPIC. The parties’ existing obligations were settled upon closing.
Prior to this transaction, MPIC holds 38.1% ownership interest in Landco. Refer to Note 4, Business
Combinations, Disposals and Changes in Non-controlling Interest to the 2023 Audited Consolidated
Financial Statements.
Agribusiness
Metro Pacific Agro Ventures Inc. (“MPAV”), the wholly owned agriculture unit of MPIC, is looking to
further deepen its foothold in the agriculture sector.
Fresh Produce
MPAV launched The Vegetable Greenhouse Project, a 22-hectare property, housing a complex of
modern greenhouses in San Rafael, Bulacan. This will be the biggest vegetable greenhouse facility in
the country and will produce approximately 1,600 metric tons of high-quality vegetables annually. With
Innovative Agriculture (Agro) Industry Ltd. (“IAI”), an affiliate of its Israeli-based partner, LR Group, the
project will comprise of a full value chain including seedlings production, vegetable cultivation, sorting,
packaging, and marketing. Currently the project is under development phase and is scheduled to be
operational in the fourth quarter of 2024.
Coconut Processing and Export

MPAV entered into an agreement to acquire 34.76% ownership in Axelum Resources Corporation
(“ARC”) for ₱5.3 billion. ARC is a leading manufacturer and exporter globally of high-quality coconut
products, and one of the major suppliers of Vita Coco, the global market leader in coconut water. The
company is also a major exporter of desiccated coconut, coconut milk/cream, coconut cooking oil, and
other coconut products. See Note 29, Significant Contracts, Agreements and Commitments attached to
the 2023 Audited Consolidated Financial Statements.
Integrated Dairy Processing

MPAV also engaged LR Group to expand its existing dairy business. Earlier in 2022, MPIC began its
foray into the dairy industry by partnering with the Carmen’s Best Group to further develop and expand
the operations of its dairy farm and dairy products manufacturing facilities, by entering into an
agreement to acquire a 51% interest in The Laguna Creamery, Inc. In partnership with LR Group,
MPAV will construct a dairy farm facility in Bay, Laguna, where it plans to annually produce at least 6
million liters of milk. Operations are estimated to commence by late 2025 to early 2026. Currently the
project is under development phase and is scheduled to be operational in in the first quarter of 2025.
35
SCHEDULE I
(C) Registrant’s present employees
As at December 31, 2023, the Parent Company has a total headcount of 45 employees (Administrative:
43, Rank and File: 2), who are not unionized. The Parent Company does not expect to increase its
headcount in the next twelve months.
(D) Registrant’s Major risks
As an investment and management company, MPIC undertakes risk management at three distinct
levels: entering new investments; financial stability of the holding company and within each operating
company.
1. On entering new investments
Prior to making a new investment, any business to be acquired is subject to extensive due
diligence including financial, operational, regulatory, environmental, social, and governance risk
assessments. 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 the costs of evaluating
opportunities that may ultimately not be pursued.
MPIC’s investments involve to varying degrees a partnership approach with MPIC co-investing
with partners that provide operational and technological inputs, thereby mitigating risks
associated with new and unfamiliar business areas.
Financing new investments is through a combination of debt and/or equity by reference to the
underlying strength of the cash flow of the target business and the overall financing position of
MPIC itself.
MPIC’s geographic focus is predominantly the Philippines but with some additional assets in
Indonesia and Vietnam. MPIC is mitigating its foreign investment risk through partnerships with
reputable and influential local firms in these countries and engaging strong and reputable
advisers.
2. On ongoing Management of the Financial Stability of the Holding Company
MPIC does not guarantee the borrowings of its investee companies but there are standard
cross-default and cross-acceleration provisions in its loan agreements. 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. MPIC avoids currency and investment cycle mismatches by borrowing
instruments mostly in Philippine Pesos or in currency that matches operating cash flows, and
primarily long-term tenors, most of which carry fixed rates.
MPIC sets the level of debt on the Parent Company’s balance sheet to withstand variability of
dividend receipts from its operating companies associated with regulatory and other risks
described below.
36
SCHEDULE I
3. Risk Management within the Operating Companies
Each of the operating companies has a management team which is responsible for having their
own plan to manage risk. These are reviewed semi-annually by their respective Risk
Management Committees and periodically by MPIC.
a) Political and Regulatory risks. A significant majority of MPIC’s invested capital is deployed
into businesses which are heavily regulated by the Government: electricity distribution; water
supply and distribution along with sewage treatment; toll roads; and light rail. Each of these
businesses has concession or franchise agreements which involve a degree of operating
performance obligation in order to retain rights and earn expected returns, and which contain
terms that would allow the Government to take over in times of public emergency or when
the public interest so requires. In some cases, these agreements provide for retrospective
assessment of the extent of 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 operating companies have dedicated
regulatory management 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.
The Group has a sizeable amount of pending past due revenue claims accumulated for its
water, toll and rail businesses (see Note 30, Contingencies, attached to the
2023 Audited Consolidated Financial Statements). The risk of being unable to collect these
claims is mitigated by continuing to deliver service obligations as effectively as possible and
maintaining open communication lines with the various responsible government agencies.
Water
Maynilad continues to adopt and implement efforts to improve efficiency in the performance
of its service obligations under its concession agreement to mitigate regulatory and political
issues.
Apart from the RCA and the grant of the franchise as discussed in Note 29, Significant
Contracts, Agreements and Commitments attached to the 2023 Audited Consolidated
Financial Statements, the following changes in political and regulatory environment will affect
Maynilad.
The House of Representatives passed, on its third reading, a bill that seeks to create the
Department of Water Resources (“DWR”) and the Water Regulatory Commission (“WRC”)
with the objective of centralizing the regulation of all water service providers. Once this bill is
passed into law, MWSS will be an attached agency of the DWR, and will continue to facilitate
the exercise by the Water Concessionaires of its agency powers. On the other hand, the
economic and regulatory units and functions of the MWSS will be transferred to the WRC,
which has quasi-judicial powers. Accordingly, all disputes arising from the concession
agreements will now have to be resolved by the courts and no longer through arbitration,
consistent with what the RCA provides.
There are other laws which have been enacted in 2021 and early 2022, which include,
among others, Republic Act No. 11595 or the amendment to the Retail Trade Liberalization
37
SCHEDULE I
Law (“RTLL”), Republic Act No. 11659 or the amendments to the Public Service Act, and
Republic Act No. 11647 or the Foreign Investments Act (“FIA”).
The amendments to the RTLL include the reduction of the minimum paid up capital of a
foreign retailer equivalent in Philippine pesos from USD$2.5 million to P
= 25 million, and the
removal of the categories of enterprises in which foreign retailers can engage or invest in.
On the other hand, under the amendments to the Public Service Act, the transfer of the
Public Service Commission’s powers to the various administrative agencies was made clear
and specific. More importantly, Congress limited the definition of a “public utility” to: (i)
distribution of electricity, (ii) transmission of electricity, (iii) petroleum and petroleum products
pipeline transmission, (iv) water and wastewater pipeline systems, (v) seaports, and (vi)
public utility vehicles. No other person shall be deemed a public utility unless subsequently
provided by law.
Finally, under the amendments of the FIA, the policy direction shifted to foreign investments
that will contribute to economic growth, productivity, global competitiveness, employment
creation, technological advancement, and countrywide development, but emphasizing
protection of national security. The bill also creates an Investment Promotions Council which
will integrate all promotion and facilitation efforts to encourage foreign investments. Small
and medium-sized domestic market enterprises with paid-in equity capital of less than the
equivalent of USD$200,000 remains to be reserved to Philippine nationals. Public officers
and employees involved in foreign investment promotion are also held to the highest
standards of accountability and will be subject to maximum penalties for their violations.
Maynilad participates in all the hearings of the House Committee on Government

Reorganization to ensure that the inputs of the Water Concessionaires will be considered in
the final version of the bill creating the WRC. Maynilad is also monitoring the developments
in the bills certified as urgent.
Toll Roads
Following the implementation of the cashless transaction by the TRB as a way to help
mitigate the spread of COVID-19, there have been complaints and concerns on the
inconsistent performance of the MPTC’s RFID system. MPTC is continuously addressing
these through the introduction of operational, and hardware and systems enhancements
(e.g. upgrade of RFID Antennas which have higher readability rate). MPTC will continue to
introduce upgrades in its Account Management System and adopt and install the Automatic
License Plate Recognition System in strategic toll plazas.
There have also been operational adjustments through the deployment of personnel at the
toll plazas who provide immediate assistance to motorists who encounter problems with their
RFIDs at the toll lanes. Toll operations personnel have also undergone first level
maintenance training to allow them to troubleshoot and minimize toll equipment downtime.
Issuance of performance notifications by the TRB remains to be a concern in the event that
MPTC fails to comply with the minimum performance standards for toll road operations
issued by the TRB. There is also a possibility that the government will call on the concession
fees due from the CALAX concession, which the concession had deferred payment of due its
inability to commercially operate certain segments. The inability to operate certain segments
of CALAX is due to the delay in completion of construction arising from the delay in the
delivery of the required ROW. There is, however, continuous dialogue, coordination and
discussions with the government on this matter.
38
SCHEDULE I
Recently, the TRB announced a dry run for contactless (only) toll fee collection starting
September 1, 2023. This dry run has been planned to run for a period of two months but was
extended until April 2024. This move by the TRB is intended to prompt motorists to switch to
RFID as a means of recording passage and payment. Certain MPTC toll roads have been
identified to participate in this dry run. It has been anticipated that the usual risks related to
RFID usage and passages will manifest themselves, including (as indicated above) but not
limited to, inconsistent performance of RFID system (such as, readability) and account
management system; none to insufficient load in RFID accounts leading to toll leakages. For
segments which are on RFID plus barrier up set up, it is expected that passages from
motorists with no RFIDs, no or insufficient load will rise, leading to an increase in toll
leakages. All of these are being pro-actively addressed to minimize or manage the impact on
the company, through systems adjustments, troubleshooting, backroom account verification
and reconciliation coordination with the TRB, among others.
It has also been reported that the TRB plans to roll out the inter-operability of toll roads by
July 2024. MPTC has been actively coordinating with the TRB and other toll road companies
on this endeavor, while identifying risks arising therefrom, and mitigation measures that may
be required to address these risks.
Power
MERALCO is similarly faced with material regulatory uncertainty in respect of the timing and
detail of its next rate rebasing. Further, management is aware that there is increasing risk
pertaining to franchise expiration and renewal. To address these challenges, the company
has an established and dedicated Regulatory Management office responsible for the
oversight and management of all matters related to regulatory compliance. For the franchise
renewal, MERALCO has already started preparations and formed various work streams to
fulfill all necessary documentary and other requirements before applying to the House
Committee on legislative franchises. Details of MERALCO’s specific regulatory risks are
discussed in MERALCO’s 2023 Audited Financial Statements as also uploaded on the PSE
website.
Rail
For the Rail Sector, the delayed and insufficient approval of fare increases is a major
concern. However, despite the delayed and insufficient approval of these fare increase
applications, LRMC continues to fulfill its part of the contract and continues to provide safe,
efficient, and reliable service for the commuters. To manage this risk, LRMC is in constant
communication with the regulators and is exhausting all legal remedies under its own
concession agreement with the government to solve the issue. LRMC has obtained a fare
increase amounting to P = 13.29 Boarding Fare and P = 1.21 Distance Fare which was effective
on August 2, 2023. The arbitration process for the Fare Deficit Claims and LRV Shortfall
claims is still ongoing. The LRMC team is also in constant communication with the Grantors
for payment of undisputed claims by 2024.
Fuel Storage
PCSPC is under a long-term lease agreement with SBMA. As one of its largest income
contributors, SBMA is incentivized to maintain a good relationship with PCSPC and assist in
the growth of its business. PCSPC’s political risk exposure, if not properly managed, may
come in the form of imposing revisions to the terms of its lease with the SBMA.
b) Competition and Market. There is strong competition in bidding for Public-Private Partnership
(“PPP”) projects offered by the Government, and this may reduce forecast equity returns for
winning bids. MPIC’s preferred approach is to provide unsolicited proposals to government in
39
SCHEDULE I
order to receive Original Proponent Status on its ideas. In this way it seeks to increase the
prospect of winning projects and avoid plain vanilla ‘lowest return on capital’ bidding.
Toll roads. The existing toll roads in the Philippines operate in different geographical areas
and mostly with different alignments. Thus, there is hardly any competition among the toll
road concession owners and operators. Competition may, however, exist between them in
bidding for government-initiated toll road projects. There are, however, on-going talks with
San Miguel Corporation on potential areas of collaboration with MPTC.
Expected changes in legislation relative to the PPP Law or Public Private Partnerships, in
general, will definitely be a transition risk for MPTC.
Power. Power generation through MGen is becoming increasingly competitive due to the
RES business, migration of contestable customers from the captive market, increasing
numbers of competitors, and the amended Competitive Selection Process (“CSP”) rules.
This is being addressed by using efficient processes and technology and low-cost fuel to
remain competitive.
With the developments in the DOE’s RE policies and programs, such as RE net metering,
feed-in tariff (“FIT”), Renewable Portfolio Standards (“RPS”), Green Energy Option Program
(“GEOP”), and Renewable Energy Market (“REM”), along with the growing focus on
sustainability goals, an increasing number of companies are transitioning to renewable
energy sources. As a result, we anticipate a rising demand for RE to meet their energy
requirements. Likewise, there is a growing customer preference for 100% RE supply at
prices similar to conventional sources, but current available RE sources are intermittent and
cannot offer continuous 24/7 power supply.
Fuel Storage. The prolonged effect of COVID-19 has affected the demand for fuel products
which in effect slowed down fuel storage requirements. Closure of refineries, however, has
increased demand for finished fuel products in the medium term. To offset demand fallout,
PCSPC continues to study and promote operating efficiencies and save costs. As at
December 31, 2023, demand for fuel storage has picked up with travel opportunities already
in full swing.
Real Estate. Landco, for over 30 years, has established its dominance in the leisure-resort
real estate industry. During the past two years of the pandemic, there was an increased and
renewed demand in resort properties across the industry and thereby increased selling
prices. However, in 2023, more competitors are coming into the leisure-resort development.
To mitigate the impact of the competition, maintain market dominance and capitalize on the
market demand, Landco has implemented the following strategies: (a) capitalized on its first-
move advantage and track record in leisure development by proactively launching series of
new projects in 2024; (b) improved the hospitality products and accommodations; (c) turned
over existing projects to lot owners to jumpstart other construction activities initiated by
buyers to increase foot traffic and serve as model units to prospective clients; (d) finish raw
land clean-up in 2024; (e) fast-tracked design and permitting process of its projects; (f)
constant search for new projects, landbanks, joint venture deals to increase market footprint
in established leisure destinations and emerging leisure destinations.
Rail. LRMC continues its pursuit to become the commuter’s choice in public transportation.
Part of this dedication is maintained by the highly committed team that oversees and
maintains the world-class commuter service operations, from ensuring daily train availability
with optimal running conditions to safe train operation and a quality customer experience
form the stations. To sustain this quality service, these are being measured with key
performance indicators (“KPIs”) that are supervised by the grantors and the DOTr.
40
SCHEDULE I
Other transportation providers sprouted during the height of the pandemic, such as the free
ride bus carousels for commuters from EDSA Taft to EDSA North and the free ride offered
by MRT-3, which resulted in other commuters returning to LRT-1. A small number of
commuters bought a motorcycle from market providers that offer affordable down payments;
others used the ride-hailing apps like Angkas and Grab, which provide house-to-work
services.
The company is confident that machine optimization as a fare system will become an
effective tool to compete with other market competitors without compromising the quality of
service. The QR Code Ticketing System, which is pioneered and available only at this time at
the LRMC Line system and was launched on May 25, 2023, is another game changer that
will promote the contactless ticketing system, a more accessible and convenient mode of
ticketing that commuters can avail of at their own convenient time and place. The
management had a positive impression of this campaign.
c) Supply risk. Prospective vendors, suppliers, contractors and service providers undergo a
stringent accreditation process. One of the accreditation requirements is the submission of a
contingency plan or a Business Continuity Plan (if available) to ensure availability of supply
of goods and services by these vendors/suppliers/contractors/service providers in the event
of crisis situations.
Water
Maynilad has fundamental supply side risk in that: (i) it sources 88% of its supply from Angat
dam; and (ii) this water source is shared by another water concessionaire, a hydro-electric
plant, and the needs of farmers for irrigation.
Maynilad has moderated reliance on Angat by operationalizing a 300-MLD Water Treatment

Plant at Putatan in Laguna Lake. Among the projects in the pipeline include a 300-MLD
plant at Teresa, Rizal in connection with the planned Kaliwa Dam project. The 188-MLD
Sumag Diversion Project being undertaken by Maynilad and Manila Water has not yet
remobilized pending the renewal of the gratuitous permits by the Provincial Government of
Quezon. Maynilad also has other plans in place including the reduction of its non-revenue
water and the construction of Modular Treatment Plants (“MoTP”) that will draw raw water
from certain identified dams of the National Irrigation Authority in Cavite. The MoTP in
Valenzuela is ready to operate while Anabu, one of four MoTPs in Cavite is already
operational with 16MLD capacity. The other three are (1) Julian, with a capacity of 3MLD, is
targeted to operationalize by April 2024, (2) Molino, with a capacity of 5MLD, is targeted to
operationalize by fourth quarter of 2024, and (3) Ligas, with a capacity of 18MLD, is targeted
to be energized by first quarter of 2025. Maynilad energized its first New Water Facility in
Paranaque in October 2022 which used the effluent of sewerage treatment facility as raw
water.
Toll Roads
The accreditation process in the MPTC group is a continuous process. This is to ensure that
MPTC builds and expands its vendor pool, which will ensure that there will always be
available suppliers, contractors and service providers who can service its requirements.
Admittedly, the pandemic and recent geo-political issues have slowed down the arrival of
some imported goods (e.g. computers, etc.). The delay due to the foregoing, however, has
not substantially impacted operations and did not result into business interruptions.
MPTC anticipates, however, that it will still continue to experience delays in the delivery and
arrival of imported items in view of geo-political issues. It also anticipates an increase in
41
SCHEDULE I
delivery costs, and operating expenses due to the increasing and fluctuating global prices of
fuel.
Power
The energy sector faces various challenges, such as Malampaya gas restrictions, plant
outages, and the impact of the EU ban on Russian oil. The country heavily relies on imported
fuel, leading to projected tightening of the power supply-demand situation. This situation
continues to pose challenges for the Retail Electricity Supply business. In 2023, as
businesses increase their operations, there may be inadequate power supply to meet the
rising demand, potentially leading to red alerts and load curtailing measures.
MERALCO and Clark Electric as distribution utilities and the RES business’ ability to
generate revenues could be disrupted if the electricity suppliers are not able to generate the
power needed. The power generation business is likewise affected by the increasing fuel
prices particularly for supply contracts which have fixed fuel rate arrangement vis-à-vis pass-
through fuel arrangement.
The power generation companies in the MPIC portfolio also depend on varying grades of
coal for fuel. Primary supply sources are backed up by alternative supply sources.
Appropriate level of inventories are also maintained.
The electricity distributed by MERALCO and Clark Electric are contracted through PSAs and
long-term PPAs with generators. Any unsourced volume through the PSAs and PPAs is
purchased from the WESM.
The demand for electricity changes over time and the supply of electricity should match such
demand. Based on forecasted demand, MERALCO and Clark Electric conduct CSP for all
prospective PSAs to have adequate supply of electricity.
Another factor affecting supply and demand is the growing demand for renewable energy
from domestic and multinational companies, as legislative and regulatory pressures to
accelerate transition to green energy increase. This is being addressed with the Company’s
increased investments in cleaner technologies such as solar, hydro, and battery energy
storage systems.
Rail
LRMC has a dedicated procurement team who conducts a continuous evaluation of supplier
sufficiency for critical commodities and source/qualify potential new suppliers if needed.
Critical vendors were segmented, and Supplier Relationship Management (SRM) policies
were developed to ensure appropriate level of engagement is established with priority
vendors. The Company is also developing direct collaboration with manufacturers, and has
driven localization of commodities where it is possible to reduce logistics cost and lead-time
of purchase.
Real Estate
The rising fuel cost and inflation rate pose the highest risk impact to Landco which directly
affect the various bids of contractors and suppliers. To mitigate risk, Landco implemented the
following measures:
a. Divided the scope of work among general contractor, trade contractor and owner-supplied
materials (OSM) to save on contractor’s mark up and to spread the risk;
b. Established proper Gross Margins to account for possible fluctuation of prices;
42
SCHEDULE I
c. Constant value-engineering without sacrificing quality and value of the projects;

d. Wider and more intensive sourcing of materials, including China-sourcing, to weigh down
the higher local material cost and dollar rates for importation;
e. Strengthened its contractor/supplier accreditation process during the year to ensure
capability of all contractors/suppliers in meeting the Landco’s expectations;
f. Strengthened the procurement team and procurement processes;
g. Engaged external quantity surveyor for condominium projects to estimate the costs
before launch.
d) Safety and Security risk.
Rail
LRMC manages significant operational, safety and security risks in running the LRT-1.
LRMC is mitigating these risks by establishing a Safety Management System driven from the
top, appointing a strong senior management team with extensive light rail operating
experience and using appropriate engineering and administrative controls. Furthermore, the
team has adopted state-of-the art security systems like CCTVs and the digitization of
reporting process via the RIA (Recognition, Information, Action) platform relaunched in
March 2022 for employees and ikotMNL for passengers. The risk of terrorism in the trains
and stations, which is assessed as a key risk of LRMC, is also mitigated through strict
inspection of incoming passengers using metal detectors, installation of x-ray screening
devices in high density stations, baggage search/inspection using K-9 security and
continuous conduct of safety and security drills and exercises such as terrorist attack and
Business Continuity Management drills. In addition, paneling, penetration tests, security risks
and threat audits are conducted by the Office of Transportation Security. Regular safety and
security drills and exercises with the LGUs, Philippine National Police (“PNP”) and Bureau of
Fire Protection (“BFP”) are being conducted as part of the emergency response and
business continuity management to account for the safety hazards and security threats.
LRMC implemented safety practices throughout its operations, ensuring zero fatalities and
zero lost time injury due to work-related injuries. Occupational Safety and Health
engagement activities are implemented recently and conducted every Saturdays. Recently,
LRMC launched the GOLD internal certification standards, incorporating ISO 9001, 14001,
45001, 22301 and GRI sustainability standards, as part of its operational excellence
framework.
Water
For Maynilad, possible common safety-related incidents include slips, trips and falls into a
confined space such as in wastewater treatment plants. These incidents become more
acute with the presence of dangerous gases such as methane and hydrogen sulfide as well
as possible oxygen reduction. Chlorine, a hazardous chemical, is used by Maynilad in the
decontamination of the waste and effluent water. Maynilad is mitigating these risks through
closely monitoring employees who are at higher risk for hazard exposure and providing
preventive measures including extensive safety training.
Any incident of poor water quality distributed by Maynilad could hurt the health and safety of
its customers. Maynilad mitigates this risk by performing both quality assurance and quality
control checks to ensure that the water distributed to the customers is compliant with the
2017 Philippine National Standard for Drinking Water. The process control laboratories of
its La Mesa and Putatan plants conduct quality assurance at every stage of the treatment
process. For water distribution, Maynilad’s WATERLab performs quality control activities
through daily testing of water samples collected from customers’ taps at a ratio of 1 sample
per 10,000 population. Moreover, WATERLab acquired additional capabilities allowing it to
conduct in-house regulatory monitoring for trihalomethanes and volatile organics including
43
SCHEDULE I
nuisance compounds such as 2MIB and Geosmin in drinking water and pesticide residue
analysis in source water.
Power
For MERALCO, safety risks relate to those operating an above ground power distribution
system, serving approximately 7.6 million residential, commercial and industrial customer
accounts. The primary risks are death, injury from fall, burn or electrocution, and fire
incidents in its facilities. Extensive training is conducted on using safety equipment and
operating protocols to minimize unsafe incidents, as well as strict compliance with electrical
safety standards and the requirements of the Fire Code of the Philippines.
Toll roads
MPTC’s operational safety risks concern accidents due to possible driver error, poor vehicle
maintenance, combination of the nature of road design and vehicle mishandling, or violations
of relevant traffic rules and regulations and the Limited Access Facility Law, which prohibits,
among others, the movement of pedestrians on expressways. These risks are mitigated by
road user safety campaigns, diligent and consistent traffic management, optimized design
and construction, and coordination with Local Government Units and other government
agencies.
In line with its safety value, MPTC, with its Business Units, supports the United Nation’s
Second Decade of Action for Road Safety, MPTC entered into a 3-year Memorandum of
Agreement with United Nations Children's Fund (“UNICEF") on the promotion of Child Road
Safety (Child Road Traffic Injury Prevention) and Children’s Rights and Business Principles.
MPTC is also exposed to all safety risks inherent in construction activities as well as natural
disasters, particularly those relating to or arising from climate change, such as, extreme heat,
increase in precipitation or rainfall, cyclones, sea level rise, transition risks; and earthquakes
and volcanic eruptions.
The Group has institutionalized its safety programs, monitoring and reporting of work-related
fatalities and serious injuries including significant environmental non-compliances and major
governance and corruption issues, if any, for review by the MPIC Risk Management
Committee.
Fuel Storage
Compromising on Health, Safety and Security in the course of work can lead to fatality,
injury, damage to property, regulatory fines, penalties and temporary shut down by
authorities for investigation. PCSPC implements integrated management systems and
operating procedures as mitigation. New employees and contractors undergo on boarding
process and safety training before deployment on site. Preventive maintenance of facility is
monitored through Computerized Maintenance Management System to ensure reliability.
Regular safety meetings, sharing of best practices and lessons learned are done to keep
employees aware on safety.
Real Estate
Landco's on-site workers are exposed to construction hazards that may cause injury, harm,
and other damage. Moving forward, Landco mandates all contractors to delegate safety
officers. In addition, Landco hired a third-party Construction Management team to oversee
and ensure the safety and health of workers during construction of vertical projects.
44
SCHEDULE I
e) Climate change risk and related issues. Extreme or unusual weather patterns associated
with climate change are key risks for the Group. MPIC’s principal operating companies’
mitigation measures include: weather hardening for above ground power distribution;
increasing water processing capacity for highly turbid water; and improved drainage and
flood protection for toll roads. The principal operating companies have also formalized and
are continuously improving their Business Continuity Plans including coordination with
government and private organizations such as the Philippine Institute of Volcanology and
Seismology, National Disaster Risk Reduction and Management Council and Philippine
Disaster Resilience Foundation (“PDRF”) together with the operating companies’ respective
regulators.
Power
MERALCO plays a significant role in the country’s greenhouse gas (“GHG”) emissions,
contributing to about 11% of the total emissions in the country. This exposes the company to
greater regulatory scrutiny, pressure from institutional investors to veer away from coal, as
well as from big banks who have recently ended all new coal financing.
Other climate-related factors projected to affect the Philippines include stronger typhoons,
sea-level rise, changing temperatures, heatwaves, and tropical windstorms that could have
adverse effects on Meralco's business operations. Impacts of these weather disturbances
could materialize as physical risks and/or transition risks. For MERALCO, physical risks
include damage to power lines, transformers, and other equipment leading to power outages
and disruptions in service, while transition risks include financial impact of implementing
CAPEX related to a low-carbon economy transition, as well as complying with regulations
regarding emissions and carbon pricing, which could increase the company's operating
expenses.
As part of the energy transition, the focus is on moving away from fossil fuels in both
contracting and generation. By June 2023, the company has already secured 1,880 MW of
clean energy contracts, surpassing the target of 1,500 MW of renewable energy for the next
five years according to the DOE’s Renewable Portfolio Standards. The company is also
deploying next-generation clean technologies such as battery energy storage systems,
offshore wind, and small modular reactors based on their economic maturity. Additionally,
the strategy includes driving deep decarbonization through carbon capture, utilization, and
storage and nature-based offset solutions. For MGP thermal projects, they are using high-
efficiency, low-emission plants and continuously monitoring coal emissions through the
Continuous Emission Monitoring System. Furthermore, the company is partnering with local
government units on ecotourism projects in protected areas.
Toll roads
Acute physical climate related risks could lead to damage to assets and accidents along
MPTC’s expressways and project sites. Top of mind are heavy rainfall or precipitation during
the monsoon seasons or typhoons/cyclones. MPTC has established mitigating measures in
response, e.g. routine maintenance (tree trimming, drainage cleaning), heavy maintenance,
identification of flood prone areas along the carriage way and introduction of flood reduction
mechanisms and programs, traffic rerouting, clearing the roads from debris that may lead to
damaged assets and accidents.
In a recent exercise with an external consultant, 3 other climate related risks were identified,
which are particularly relevant to MPTC, namely, extreme heat, sea level rise and transition
risks. For the third, MPTC anticipates that, pursuant to its national commitment to reduce
carbon emissions, the Philippine government will be issuing legislation, rules and
45
SCHEDULE I
regulations, requiring the private sector to make corresponding adjustments in its business
operations in order to contribute to the government’s commitment. In addition, there have
been pronouncements from the Securities and Exchange Commission that reporting on
climate related risks and its financial impact will be required of both publicly and non-publicly
listed companies by 2024.
The effects of the aforementioned physical climate related risks may result in increase in
claims against MPTC’s insurance coverages, increase in premium rates, and increase in
capital and operating and maintenance costs. In the recent renewal period for insurance
coverages for the South toll roads, there was a reported increase in premium rates. Per
MPTC’s broker and insurance advisor, the same is principally due to offshore reinsurers
increasing rates due to physical climate related risks. These offshore reinsurers are also
more wary about covering said risks in the region because of its inherent exposure to these
risks. Because of this, reinsurance treaties with local insurers have increased from 30% to
50% in 2023.
MPTC has embarked on a collective effort to equip itself and its business units on business
continuity. This capacity and capability building exercise is aimed at ensuring MPTC and its
Business Unit’s readiness to respond (and ensure business continuity) in the event of a
business interruption or disruption, be it physical risks or cyber security risks.
Water
Climate change is resulting in variable rainfall patterns leading to a combination of reduced

water supply (see supply risk) and increased turbidity of water sources including an increase
in algae bloom making it harder for Maynilad to sustain service levels. This risk is mitigated
through increased investment in water treatment capabilities and working with the
Government to explore new water sources.
Rail
For LRMC, intensified water reuse and recycling are being implemented especially in the
train wash and light maintenance areas. LRMC has zero effluent discharge. Treated effluent
is reused for washing equipment exterior and maintaining of greens. An interconnection with
Maynilad’s Maricaban Facility is being undertaken for the domestic wastewater of LRMC. A
total of 30 water dispenser units were installed in all LRT1 stations for the use of
passengers. This will help in the management of heat exhaustion especially during days
with elevated ambient temperatures.
The Group is also trying to mitigate this risk through carbon offsetting initiatives such as tree
planting and other greening initiatives, use of solar power, use of clean and efficient
technology in our coal operations and exploring renewable energy sources (e.g. biogas and
energy from waste) to complement our existing coal investments. As for LRMC, 4 out of 11
Rectifier Sub-Stations are being powered by renewable energy through Retail Electricity
Suppliers. LRMC also embarked on a renewable energy service contract and solar
installations at the depots in Pasay and Paranaque. The Baclaran depot expansion featured
energy saving measures in its lighting and ventilation designs. Waste reductions are also
encouraged for Scope 3 GhG and installation of bike lanes in Libertad Street Pasay and bike
racks in all LRT-1 stations were completed in 2021. Waste reductions are also encouraged
for Scope 3 GhG such as plastic collection for Waste-to-Energy initiative, and installation of
bike lanes in Libertad Street Pasay and bike racks in all LRT-1 stations were completed in
2021.
LRMC continues to enhance Business Continuity Management Systems and Emergency

Response Team procedures and increasing competency through trainings such as the Rapid
46
SCHEDULE I
Earthquake Damage Assessment System (“REDAS”) to help mitigate climate change risk
and related issues. REDAS training is expanded to include LGUs, BFP, PNP and other
stakeholders situated along or adjacent to LRT-1 facilities. Disaster-related playbooks are
part of its Business Continuity Management Strategies.
The Group is also trying to mitigate this risk through carbon offsetting initiatives such as tree
planting and other greening initiatives, use of solar power, use of clean and efficient
technology in our coal operations and exploring renewable energy sources (e.g. biogas and
energy from waste) to complement our existing coal investments. As for LRMC, 4 out of 11
Rectifier Sub-Stations are being powered by renewable energy through the Retail Electricity
Suppliers. LRMC also embarked on a renewable energy service contract and solar
installations at the depots in Pasay and Paranaque. The Baclaran depot expansion featured
energy saving measures in its lighting and ventilation designs. Waste reductions are also
encouraged for Scope 3 GhG and installation of bike lanes in Libertad Street Pasay and bike
racks in all LRT-1 stations were completed in 2021. Waste reductions are also encouraged
for Scope 3 GhG such as plastic collection for Waste-to-Energy initiative, and installation of
bike lanes in Libertad Street Pasay and bike racks in all LRT-1 stations were completed in
2021.
LRMC continues to enhance Business Continuity Management Systems and Emergency

Response Team procedures and increasing competency through trainings such as the Rapid
Earthquake Damage Assessment System (“REDAS”) to help mitigate climate change risk
and related issues. REDAS training is expanded to include LGUs, BFP, PNP and other
stakeholders situated along or adjacent to LRT-1 facilities.
Real Estate
There were no devastating typhoons or earthquakes that hit Landco’s projects. Recognizing
the significance of climate change, Landco integrates thorough pre-engineering studies into
its design and planning phases, supplementing the standard requirements mandated by
government bodies. Additionally, all projects are insured to safeguard against force majeure
events.
f) Environmental risk. As a storage facility mainly for petroleum products, there is exposure to
potential leaks from pipelines and the storage tanks. If not addressed properly, this could
affect the soil and water quality within the freeport zone and lead to significant environmental
and political risks. There are currently no major environmental issues in PCSPC and
occurrences of leaks have been properly managed by the team. Regulatory reporting
requirements of DENR have also been met by PCSPC management. Further, the business
plan has already taken into account capital and operating expenditure items to ensure
proactive environmental management of the facility. See Note 30, Contingencies to the
attached 2023 Audited Consolidated Financial Statements for the Clean Water Act Case and
Order Relating to Effluent Quality.
Power plants affect large tracts of land and critical bodies of water and may have negative
impacts on nature through habitat fragmentation and ecosystem disruption. Disruption of
aquatic, forest, or other natural ecosystems without sufficient mitigation measures may raise
community tensions as well as scrutiny from regulators. GBPC and MGEN conduct regular
land use and biodiversity assessments in their areas of operation, as well as develop and
implement strategies and programs to protect and preserve land and biodiversity including
mangrove planting, farmland, and fishpond productivity monitoring and aquatic biota
monitoring.
During the pandemic, LRMC sees resource depletion due to the increased usage in personal
protective equipment (“PPE") and the generation of additional hazardous wastes (infectious
47
SCHEDULE I
or M501 wastes) which require special handling and the demand for disinfectant like alcohol
and chlorine-based disinfectants. To address these, LRMC uses ultraviolet-C (“UVC”) light to
augment for surface disinfection. It also made enhancement on air conditioning systems
using a combination of UVC, activated carbon and high efficiency particulate air filters. The
government of the Philippines lifting of COVID-related restrictions in the Philippines reduced
this risk from high to low.
Hazardous wastes, such as busted fluorescent bulbs, oil-soiled ballasts, electronic wastes,
grease traps and asbestos are generated in LRT1 operations and are managed using the
best available technology and best environmental practices. Asbestos Containing Material
(“ACM”) roofing materials were encapsulated to reduce exposure to asbestos fibers.
Emergency response team and 3rd party contractor are engaged for broken ACM incidents.
Emergency preparedness and chemical spill response trainings are conducted bi-annually,
with stakeholders from LGUs, barangays, government agencies and contractors as part of
the attendees.
The construction of toll roads poses an environmental risk as this activity may entail the
destruction of the environment and ecosystems (e.g., tree cutting for Right of Way, massive
earthworks, etc.). MPTC, however, has recently formalized its Sustainability Strategic
Priorities, one of which is to design, build, and operate with the least environmental and
social disruption. To this end, MPTC will increase its investments in renewable energy
installations, adopt science and nature based environmental solutions and continue to
pursue community engagement initiatives. MPTC will also continue to conduct an
Environmental Impact Assessment for its new projects, comply with the requirements for the
issuance of an Environmental Compliance Certificate and the requirements for tree
replacement for trees cut, and other government and regulatory requirements.
Landco strictly adheres to the government regulations in terms of environmental protection.

Each resort project is equipped with its own Sewerage Treatment Plant (STP), utilizing
effluent water for irrigation and landscaping needs. New initiatives, such as the double piping
water system in projects like Calatagan South Beach, Club Laiya, and Spinnaker, ensure
efficient water recycling.
Furthermore, Landco pursues Green Certifications from EDGE, underscoring its commitment
to sustainable development practices. Construction projects are backed by comprehensive
Contractors All-Risk Insurance (CARI), while completed projects are safeguarded by
property insurance. These measures collectively mitigate risks and uphold Landco's
dedication to responsible development.
g) Cybersecurity risk including increasing data privacy protection requirements. Any disruption
due to cyberattacks may result in service interruption, especially damaging for our utilities,
lost revenue, increased costs for protection, remediation costs, reputational damage and
regulatory fines. The Group is continuously enhancing its cybersecurity skills and processes,
including risk now associated with expanded working from home which increases exposures
to possibly unsecured residential networks used by employees. Maynilad and LRMC focus
on continual implementation of awareness campaign to strengthen the people aspect of
security controls with the employees as first line of defense. The Group is also reviewing and
purchasing appropriate insurance coverage. In addition, there is an ongoing procurement of
additional tools and applications like IT Patch Management, IT Asset Management and
expansion of Security Information and Event Management (“SIEM”) capacity to cater to more
analysis and correlation of relevant logs to identify, detect, and block security threats.
Meralco, in addition to the technical solutions it is adopting to reduce cybersecurity risk, is
also launching the Cybersecurity Center of Excellence program to mitigate the gap on
cybersecurity skills.
48
SCHEDULE I
Detecting security incidents or data breaches poses a challenge for companies for various
reasons. It often involves detecting of compromise from an overwhelming number of false
alarms; as a result, we are improving our log correlation and analysis through threat
intelligence in SIEM, which provides reliable threat information to assist in the mitigation of
cyberthreats. It is also important to study events occurring throughout the network, so we
are enhancing our anomalous user behavior analytics with the use of Sophos Central and
Managed Engine correlated in SIEM to constantly detect any deviation from a normal
behavior pattern of a user.
Furthermore, due to the increasing number of social engineering attacks and email being the
most popular platform used by hackers worldwide, we have automated our reporting strategy
through Phish Alert Button (Microsoft-Outlook) and increased our controls in email filtering
and warning messages to remind employees of the cautions, particularly when receiving
emails from external sources. Phishing simulation tests are also conducted periodically to
assess employee’s awareness and response. Management involvement helps develop the
Security First culture among employees.
Given that incident may come from anywhere and in different forms, we implemented the
Incident Management Program to provide the organization with a methodology and guidance
to respond effectively to incidents and efficiently assess all potential risks scenarios in our
ever-changing technology and threat landscape. In addition to that, numerous security
projects such as the Privilege Access Management to secure admin accounts and audit
activities, Data Leak Prevention to control information being taken out on external media,
and advance email and cloud application protection to enhance blocking of phishing and
spam emails, and Business Email Compromise.
Because the insecure Operational Technology (“OT”) space has become an attack territory
for cyber-criminals, the team is conducting system security reviews to provide increased
visibility and bridge the gap in effectively securing and managing risks not only in IT but also
in OT environments.
As we live in the age of digital transformation and most businesses rely heavily on
technology, Risk Assessments and Vulnerability Assessment and External Penetration
Testing (“VAPT”) are performed to identify system weaknesses that could lead to data
breaches and successful cyberattacks. Results of regular VAPT helps us validate the
effectiveness of existing controls and prioritize the actions required to protect and monitor
our critical information assets and maintain a strong security posture.
Since the start of the year, 70% of cyberattacks target business email accounts and while
remote and mobile work have been necessary and useful, they also open the door for
cybercriminals to take advantage of lax of security measures and employees’ ignorance of
best practices. To thrive on this revolution, LRMC establishes the needed skillsets through
continuous implementation of online cybersecurity training, webinars/orientations, email
blasts and phishing simulation activities to ensure that employees are prepared to recognize
risks, guard against threats and properly react to attacks whenever they occur both in the
scope and influence of their personal and professional life.
The threat landscape is constantly evolving, with increase in incidents and breaches being
reported across industries, continuous vulnerability management is being practiced by
LRMC to continuously assess and track vulnerabilities on all information assets in order to
remediate and minimize the window of opportunities for attackers and monitor internal and
external sources for new threats and vulnerability information.
LRMC aims to properly protect information around any project whether it is in-housed
developed applications, commercial, financial or operational tools, where we defined and
49
SCHEDULE I
established information security requirements throughout the entire project management life
cycle through Systems Development Life Cycle. Execution includes assessment of risk
impact from information security threats and managed such risks by implementing,
monitoring appropriate controls and processes in consideration of business needs and legal
obligations.
As the Company is moving towards its goal to digital transformation, for which the process
need to adopt with fast-paced and critical changes (i.e. system, business model and process
changes), LRMC will be implementing an IT Change Management Policy to help speed up
transformation, manage risks along the way and ensure that the expected results have been
achieved and that the change is impactful and sustainable both for employees and the
organization.
Other risks associated with the Group’s operations, specifically on its Environmental, Social
and Governance aspects are discussed in the Company’s Annual Sustainability Reports
which can be downloaded from the MPIC website.
4. Financial Risk Management
The financial risks of MPIC’s operating companies are primarily: interest rate risk, foreign
currency risk, liquidity risk, credit risk and equity price risk (see Note 33, Financial Risk
Management Objectives and Policies attached to the 2023 Audited Consolidated Financial
Statements for more details on these risks).
Liquidity risk. MPIC has ample liquidity to support its essential investment projects, meet debt
obligations and to maintain the current level of dividend payments to shareholders. It is
reasonable for MPIC to anticipate reduced dividend income from its operations. MPIC is also
alert to the rapid decline in financial liquidity around the world and will modify its investment
program accordingly.
To date MPIC’s other major investees have maintained ample liquidity during the COVID-19
pandemic.
Equity Price Risk. MPIC’s operating companies are generally not faced with equity price risk
beyond that normal for any listed company, where relevant.
The regulatory returns for MERALCO are benchmarked in part to the changing cost of equity
(and debt) in the Philippines with a positive correlation between rising equity risk premiums and
nominal returns. For more details on MERALCO’s risk factors, see MERALCO’s Information
Statement which should be uploaded on the Edge website of the PSE.
Refer to the Risk Management section of MPIC’s Annual Report for the Company’s risk
governance structure and overview of risk management process.
50
SCHEDULE I
Item 2. Description of Properties
Power Segment. The properties of MERALCO and Clark Electric are located within their respective
franchise areas to efficiently serve their customers. These properties are in good condition, except for
ordinary wear and tear, and are adequately insured.
MERALCO’s assets include utility plant assets, which are part of its RAB. RAB consists of electrical capital
assets and non-electric capital assets. In addition, MERALCO also holds assets held for future substation
or branch sites or retired office or sector sites, which are recognized as “Investment Properties” in its
financial statements.
MERALCO’s facilities in Pasig City host the networks system, which is the heart of the electric distribution
operations, the telecommunications and trunk radio system, logistics process, customer retail services and
other support services organizations.
Radius Telecoms, Inc., MERALCO’s telecommunications subsidiary, owns 7,635 km of fiber optic cables
and telecommunications infrastructure in certain parts of Metro Manila.
MGen, through its subsidiaries, Atimonan Land Ventures Development Corporation and Calamba Aero
Power Corporation, owns several parcels of land for the development and construction of power plant
projects.
The properties of MERALCO and its subsidiaries are free from any mortgage, charge, pledge, lien or
encumbrance, except for the power plant projects of GBPC’s power generation subsidiaries which have
been mortgaged or pledged as security for their long-term debt.
MERALCO also has various lease contracts as lessee for periods ranging from one year to 30 years
covering certain office spaces, payment offices and substation sites and towers.
MERALCO has a board-approved annual capital expenditure budget which mainly represents planned
expenditures for the electric capital projects of the power distribution business. The capital expenditure
budget shall address requirements in areas with large concentration of core customers, correct normal
deficiencies in the system, stretch loading limits of MERALCO facilities and initiate practical and cost-
effective projects to correct system deficiencies. These capital expenditures are financed through funds
from operating and financing activities of MERALCO.
Toll Operations Segment. NLEX Corp. and CIC own their head office buildings in Balintawak, Caloocan
City and Parañaque City, respectively. Other equipment, which is relatively insignificant, consists of
transportation equipment and office equipment primarily located in their respective head offices. NLEX
Corp. and CIC do not own the parcels of land over which the toll roads have been built. These are land
owned by the ROP. In 2017 and 2016, MPTC Mobility Corporation (“MPT Mobility”, formerly known as
NLEX Ventures Corporation), a wholly owned subsidiary of NLEX Corp., acquired parcels of land located in
Valenzuela City. A parcel of land acquired in 2016 is presently the site of a service facility under a lease
agreement, while the others are being developed as a property for lease with business proponents.
Metro Pacific Tollways South Corporation, a wholly owned subsidiary of MPTC, acquired a parcel of land in
Cavite which was developed into headquarters for concessions held in the southern part of Luzon. Metro
Pacific Tollways Vizmin Corporation, a wholly owned subsidiary of MPTC, also acquired a parcel of land in
Cordova, Cebu which was developed into headquarters for CCLEC.
PT Nusantara’s properties consist of land, building and building improvements. PT Nusantara and its
subsidiaries, PT Margautama Nusantara and BSD, own building units which serve as their office space in
51
SCHEDULE I
South Jakarta and Banten, Indonesia. PT Inpola Meka Energi, another indirectly owned subsidiary, owns a
parcel of land which serves as the site of construction of its hydro-power plant located in the Province of
North Sumatera, Indonesia. Other equipment consists of transportation equipment, machinery and office
equipment primarily located in their office and operation sites.
Water Segment. Maynilad is tasked to manage, operate, repair, decommission and refurbish certain
specified MWSS facilities in the West Zone of Greater Metro Manila. The legal title to these assets remains
with MWSS. The legal title to all property, plant and equipment contributed to the existing MWSS system by
Maynilad during the concession period remains with Maynilad until the expiration date (or on early
termination date) at which time, all rights, titles and interest in such assets will automatically vest to MWSS.
Maynilad leases the office space and branches where service outlets are located, equipment and service
vehicles, renewable under certain terms and conditions to be agreed upon by the parties.
MPW, through its subsidiaries and associates, took over the operations of water distribution from certain
water districts upon the commencement of such water projects. Legal title to such assets remains with
these water districts. The legal title to assets acquired and constructed during the term of such projects
accrue to the joint venture companies until the expiration date (or the early termination date), after which all
rights, titles and interest in such assets automatically vest to these water districts.
MPW, through the share purchase transactions, has gained proportionate ownership over the assets in
TLW and PNW. Legal title to all existing assets remained in TLW and PNW after the purchase transaction.
Rail Segment. Under the LRT-1 concession agreement, the ownership of the existing LRT-1 system taken
over by LRMC remains with the grantors (i.e., the LRTA and DOTr). This includes the existing depot,
railway system, rolling stock, stations and track. Moreover, the ownership of all items procured by the
grantors after LRMC’s takeover, including any new LRVs, will remain with the grantors. The ownership of
the planned railway infrastructure extension (south of the Baclaran station) and new signaling system will
vest to the Grantors upon the final commissioning and acceptance. LRMC does not own the parcels of land
over which the railway system lies as these are owned by the grantors.
Real Estate. Landco is primarily engaged in all aspects of real estate business which includes real estate
consultancy encompassing project management and business planning services; dealing in and disposing
of all kinds of real estate projects involving commercial, industrial, urban, residential, or other kinds of real
property; construction, management, operation and leasing tenements of the corporation or other persons;
and acting as real estate broker on a commission basis.
Landco has established a prominent presence in the real estate industry, particularly in the leisure-resort
sector, with its array of luxurious developments spanning several prime locations across the Philippines.
Landco's projects include Hacienda Escudero, Leisure Farms, Playa Laiya, Playa Calatagan, Stonecrest,
Montelago, Woodridge, Courtyard, and Waterwood.
With developments spanning from Luzon to Mindanao, Landco's portfolio also includes sought-after
destinations such as Leisure Farms, Woodgrove in San Fernando, Pampanga, and Playa Azalea in Samal,
Davao.
Additionally, Landco has developed Beach Club Resorts like Calatagan South Beach, Club Laiya, Playa
Laiya, and Playa Calatagan, located in Batangas.
These developments reflect Landco's commitment to creating exceptional living spaces that harmonize with
nature while offering unparalleled luxury and comfort to homeowners. Each project is meticulously planned
and executed to ensure the highest standards of quality and satisfaction for residents and investors alike.
Logistics. On separate dates in 2018, MMI purchased lands in San Rafael, Bulacan and General Trias,
Cavite with a total combined area of approximately 480,000 square meters, which were initially intended for
52
SCHEDULE I
the construction of mega distribution centers. Refer to Note 13, Property, Plant and Equipment and Note
29, Significant Contracts, Agreements and Commitments attached to the 2023 Audited Consolidated
Financial Statements.
Item 3. Legal Proceedings
The Group is a party to various legal matters and claims arising in the ordinary course of business. These
various legal proceedings are properly disclosed in Note 30, Contingencies to the 2023 Audited
Consolidated Financial Statements attached hereto.
Item 4. Submission of Matters to a Vote of Security Holders
During the Special Shareholders’ Meeting of the Company held on December 4, 2023 at the principal office
address of the Company, the shareholders, representing more than 2/3 of the Company’s issued and
outstanding shares, approved to amend Article VII of the Company's Articles of Incorporation as follows:
1. Increasing the par value of MPIC’s Common Shares from One Peso (P = 1.00) per Common Share
to Five Hundred Pesos (P= 500.00) per Common Share, thereby resulting in the reduction in the
number of the authorized common shares from thirty-eight billion five hundred million
(38,500,000,000) to seventy-seven million (77,000,000);
2. Increasing the par value of MPIC’s Class “A” Preferred Shares from One Centavo (P = 0.01) per
Class “A” Preferred Share to Five Pesos (P = 5.00) per Class “A” Preferred Share, thereby
resulting in the reduction of the number of the authorized Class “A” Preferred Shares from
Twenty Billion (20,000,000,000) to Forty Million (40,000,000); and
3. Increasing the par value of MPIC’s Class “B” Preferred Shares from One Peso (P = 1.00) per Class
“B” Preferred Share to Five Hundred Pesos (P = 500.00) per Class “B” Preferred Share, thereby
resulting in the reduction in the number of the authorized Class “B” Preferred Shares from one
billion three hundred fifty million (1,350,000,000) to two million seven hundred thousand
(2,700,000).
Accordingly, the first paragraph of Artilce VII of the Company’s Articles of Incorporation shall read as
follows:
“SEVENTH: That the authorized capital stock of the Corporation is Forty Billion Fifty Million Pesos
(40,050,000,000.00) divided into Seventy Seven Million (77,000,000) common shares with a par value of
Five Hundred Pesos (P = 500.00) per share, Forty Million (40,000,000) Class A Preferred Shares with a par
value of Five Pesos (P
= 5.00) per share and Two Million Seven Hundred Thousand (2,700,000) Class B
Preferred Shares with a par value of Five Hundred Pesos (P = 500.00) per share.”
The amendment will be effective upon approval of the Securities and Exchange Commission.
PART II – OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters
 Market information
The Registrant’s common shares were previously listed on the PSE until it applied for voluntary
delisting effective October 9, 2023. The high and low sales prices of such shares for the last quarter
53
SCHEDULE I
of the years 2021, 2022, and the last three quarters of 2023 during which it was listed are set out
below.
Quarter Low High

2020
1st 2.28 3.82
2nd 2.43 3.93
3rd 2.91 3.80
4th 3.49 4.58
2021
st
1 3.68 4.49
2nd 3.56 4.18
3rd 3.49 4.01
4th 3.63 4.18
2022
1st 3.52 4.02
2nd 3.52 3.93
3rd 3.31 3.87
4th 3.14 3.70
2023
st
1 3.55 4.52
2nd 4.75 4.82
3rd 5.14 5.20
 Holders
The total number of stockholders as at March 31, 2024 is 2,463.
Top 20 Stockholders as at March 31, 2024
Rank SHAREHOLDER NAME Number of Common Percentage of Class

Shares
1 METRO PACIFIC HOLDINGS, INC. 14,598,654,070 46.28
2 GT CAPITAL HOLDINGS, INC 5,740,000,000 18.20

3 MIT- PACIFIC INFRASTRUCTURE 4,577,448,360 14.51
HOLDINGS CORPORATION
4 GOVERNMENT SERVICE 3,646,115,056 11.56
INSURANCE SYSTEM
5 MIG HOLDINGS INCORPORATED 2,240,845,441 7.10
6 SOCIAL SECURITY SYSTEM 441,106,550 1.40

ASSIGNED TO EMPLOYEES'
COMPENSATION FUND
ASSIGNED TO MANDATORY
PROVIDENT FUND
9 HSBC OBO A/C 000-436550-550 20,932,638 0.07
54
SCHEDULE I
10 PCD NOMINEE 17,852,622 0.06

CORPORATION(FILIPINO)
11 MAA GENERAL ASSURANCE 16,443,000 0.05
PHILS., INC.
12 HSBC OBO A/C 000-596551-550 12,116,466 0.04
13 SCB OBO OMNIBUS BSRD 4,528,100 0.01
ACCOUNT FAO 041676100001
14 SCB OBO BNYM AS AGT CLTS 3,825,500 0.01
NON TREATY FAO 135715700001
15 SOCORRO P. LIM 2,221,900 nil
16 CITIBANK N.A. FAO 7000240009 1,653,728 nil
17 NIPPON OFFSHORE FUNDS - 1,621,000 nil
EMERGING MARKETS MID-
SMALL CAP ACTIVE EQUITY
FUND
18 STICHTING SHELL 1,528,000 nil
PENSIOENFONDS
19 PCD NOMINEE CORPORATION 1,524,578 nil
(NON-FILIPINO)
20 NIXON YU LIM &/OR JULIE C. LIM 1,500,000 nil
 Dividends
Apart from cash restrictions and a retained deficit position of the Parent Company, it may not
declare or pay cash dividends to its stockholders or retain, retire, purchase or otherwise acquire any
claims of its capital stock or make any other capital or asset distribution to its stockholders if, at the
time of such declaration: (i) its Debt-to-Equity Ratio exceeds 70:30; (ii) its Debt Service Coverage
Ratio is below 1.3x; (iii) its Interest Coverage Ratio is below 1.3x; and, (iv) the funds in deposit in the
Debt Service Account do not meet the required Debt Service Account balance.
Following are the cash dividends declared by MPIC’s board of directors (“BOD”) in favor of MPIC
common and preferred shares for the past three years ended December 2021, 2022 and 2023:
Rate per
Preferred Payable
Year Common Record Date
Dividends Date
Share
= 0.076
P = 4.6 million
P 3/18/2021 3/31/2021
2021
P
= 0.035 P
= 4.6 million 8/18/2021 9/2/2021
= 0.076
P = 4.6 million
P 3/25/2022 4/6/2022
2022
P
= 0.035 P
= 4.6 million 8/22/2022 9/8/2022
= 0.076
P = 4.6 million
P 3/27/2023 4/13/2023
2023
P
= 0.050 P
= 4.6 million 9/1/2023 9/15/2023
On March 6, 2024, the MPIC BOD approved the declaration of the cash dividends of P = 0.1401 per
common share in favor of the Company’s shareholders of record as of the record date at
March 22, 2024 with payment date of April 18, 2024. On the same date, the BOD also approved the
declaration of cash dividends amounting to a total of P
= 4.6 million in favor of MPHI as the sole holder
of Class A Preferred shares.
55
SCHEDULE I
 Recent Sale of Unregistered or Exempt Securities
MPIC issued the following shares via private placements for which exemptions from registration
were claimed and notices of exempt transactions were accordingly filed with the Philippine SEC:
1. On November 8, 2023, MPIC entered into separate subscription agreements with MPHI, Mit-
Pacific Infrastructure Holdings, Inc. (“MPIH”), MIG Holdings Incorporated (“MIG”), and
Government Service Insurance System (“GSIS”). MPHI, MPIH, MIG and GSIS subscribed to an
aggregate of 2,873,404,000 common shares of stock of MPIC at a subscription price of P = 5.20
per common share, or a total subscription price of P= 14.9 billion.
2. On May 27, 2016, MPIC entered into a Shares Subscription Agreement with GT Capital
Holdings, Inc. (“GTCHI”) for the subscription by GTCHI of 3,600,000,000 common shares in
MPIC at a subscription price of P
= 6.10 per share. The subscription Shares was issued out of the
increased Authorized Capital Stock approved last August 5, 2016.
3. On May 27, 2016, MPIC also entered into a Share Subscription Agreement with MPHI for the
subscription by MPHI of 4,100,000,000 newly issued Class A Voting Preferred Shares at par
value for a total consideration of P
= 41.3 Million.
4. MPIC, together with its principal shareholder, MPHI, entered into a placement agreement with
UBS AG, Hong Kong Branch on February 9, 2015, in respect of the offer and sale (the “Offer”)
by MPHI of 1,812,000,000 common shares of MPIC at the Offer Price of P = 4.90 per share.
Closing of the Offer is conditioned, among others, on MPHI subscribing (or agreeing to
subscribe) to the same number of shares at the offer price or a total of approximately
P
= 8.9 billion.
The abovementioned notices of exempt transactions were made on the basis of:
i. Section 10.1(e) of the Securities Regulation Code (“SRC”) – The sale of capital stock of a
corporation to its own stockholders exclusively, where no commission or other remuneration is
paid or given directly or indirectly in connection with the sale of such capital stock.
The abovementioned issuances were issued by MPIC to its shareholders, exclusively and no
commission or other remuneration was paid or given directly or indirectly in connection with
such issuances.
ii. Section 10.1 (k) of the SRC – The sale of securities by an issuer to fewer than twenty (20)
persons in the Philippines during any twelve-month period.
MPIC issued securities to fewer than twenty (20) persons in the Philippines during any twelve-
month period.
The above-described request for exemption from registration was made on the basis of Section
10.1 of the SRC. MPIC averred that by reason of the relative small amount and limited
character of the aforesaid issuance, registration is not necessary for the public interest and for
the protection of prospective investors who are employees of MPIC and/or its subsidiaries and
affiliates and are in the position to know the present affairs of MPIC and the risks of investing
therein.
56
SCHEDULE I
Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Highlights and Key Performance Indicators
The following discussion and analysis of the Group’s financial condition and results of operations should be
read in conjunction with the accompanying 2023 Audited Consolidated Financial Statements and the
related notes included in this Report. Key performance indicators of the Group are as follows:
2023 2022 2021

Audited
(in Php Millions)
Operating Revenues 61,328 50,882 48,573
Core EBITDA 33,604 25,437 25,520
Core EBITDA margin 55% 50% 53%
Core income 19,528 14,188 12,325
Non-recurring income (expense) 388 (3,693) (2,206)
Net income attributable to owners of
19,916 10,495 10,119
the Parent Company
Overview
The Group’s consolidated core income and net income attributable to owners of the Parent Company grew
significantly in 2023 as compared with the previous year as a result of the following: higher Power
contribution with Meralco’s sales volume growth and better-than-expected recovery of the power generation
business; better toll contribution from MPTC’s toll rate increases and traffic growth; higher water
contribution from Maynilad’s billed volume growth and tariff increase; improvement in rail business with
higher LRT-1 ridership and fare increase; and lower head office interest due to extensive rate reduction
exercises in previous years, lower gross debt, and higher interest yield from placements.
Adoption of New Standards and Interpretations
The Company’s accounting policies are consistent with those followed in the preparation of the Company’s
previous annual consolidated financial statements, considering the changes in accounting policies and the
adoption of the new and amended PFRS, which became effective on January 1, 2023. Adoption of new
standards did not have a material impact on the Company’s financial results. Refer to Note 38, Significant
Accounting Policies attached to the 2023 Audited Consolidated Financial Statements.
Description of Operating Segments of the Group
As discussed under Item 1 – B. Business of Issuer, the Group is organized into the following segments
based on services and products: power, toll operations, water, rail, and others.
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
year; earnings before interest, taxes and depreciation and amortization, or Core Earnings before interest,
taxes and depreciation and amortization (“Core EBITDA”); Core EBITDA margin; and Core Income. Net
income for the year is measured consistently with consolidated net income in the consolidated financial
statements.
57
SCHEDULE I
Core EBITDA is measured as consolidated net income excluding depreciation and amortization of property,
plant 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 (expenses). Core EBITDA margin pertains to Core EBITDA divided by
operating revenues.
Performance of the operating segments is 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. 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
SCHEDULE I
2023 versus 2022
MPIC Consolidated Statements of Income
Increase
2023 2022 (Decrease)
Audited Amount %
(in Php Millions)
Operating Revenues 61,328 50,882 10,446 21
Cost of Sales and Services 22,761 19,818 2,943 15
General and administrative expenses 13,035 11,732 1,303 11
Interest expense 13,003 10,306 2,697 26
Share in net earnings of associates and joint
16,189 14,210 1,979 14
ventures
Interest income 1,905 1,134 771 68
Construction revenue 36,991 35,441 1,550 4
Construction costs (36,991) (35,441) (1,550) 4
Other income (expense) - net 1,810 (7,429) 9,239 124
Provision for decline in value of assets (290) (9,485) 9,195 97
Others 2,100 2,056 44 2
Provision for income tax 6,076 3,804 2,272 60
Net income attributable to owners of the
19,916 10,495 9,421 90
Parent Company
Other comprehensive income (loss)
attributable to owners of the Parent (2,954) 4,590 (7,544) (164)
Company
Total comprehensive income attributable to
16,962 15,085 1,877 12
owners of the Parent Company
Core income 19,528 14,188 5,340 38
Non-recurring income (expense) 388 (3,693) 4,081 111
Revenues
The Company’s consolidated revenues increased by 21% to P = 61,328 million with continuous improvement
in public mobility and domestic consumptions combined with tariff increases among regulated businesses.
 Net toll revenue increased by 19% to P

= 27,212 million as tariff increases were implemented and
average daily vehicle entries improved in 2023:
o Philippines - rose 12% to 659,687
o Vietnam - increased 5% to 77,622
o Indonesia - climbed 82% to 489,728, which included 197,893 vehicles from the Jakarta-
Cikampek Elevated Toll Road (“Japex”), acquired in 2H 2022
 Water revenue at Maynilad improved by 19% at P = 27,323 million reflecting 2% growth in billed
volume and higher effective tariffs.
 Rail revenue increased by 40% with combined impact of 36% higher average daily ridership and
fare increase.
See the relevant segment information under section II - OPERATING SEGMENTS OF THE GROUP.
Cost of Sales and Services

Cost of sales and services increased by 15% to P
= 22,761 million driven mainly by higher concession
amortization, higher government revenue share [Philippine National Construction Corporation (“PNCC”)
and BCDA receive a percentage share in NLEX and SCTEX revenues, respectively), and higher purchased
59
SCHEDULE I
water (see Note 21, Costs of Sales and Services attached to the 2023 Audited Consolidated Financial
Statements).
General and administrative expenses

General and administrative expenses increased by 11% to P = 13,035 million mainly due to higher personnel
costs, increased provision for expected credit losses and rising inflation (see Note 22, General and
Administrative Expenses attached to the 2023 Audited Consolidated Financial Statements).
Interest expense
Interest expense increased by 26% to P
= 13,003 million due to additional loan drawdowns made throughout
the year.
Share in net earnings of equity method investees

Share in net earnings of equity method investees rose 14% to P
= 16,189 million mainly due to higher
contribution from MERALCO’s power generation business. (see discussion under section II – OPERATING
SEGMENTS OF THE GROUP).
Interest income
Interest income increased 68% accruing to higher returns on cash placements as benchmark rates
continue on the upward trend (see Note 24, Interest Income, Interest Expense and Others attached to
the 2023 Audited Consolidated Financial Statements ).
Provision for decline in value of assets.

Provision for impairment of various assets was lower in 2023 as 2022 included impairment of service
concession assets of LRMC and PNW, investments in Coastal and AFPI, and provision for unrecoverable
input tax, CWT, and other assets (see Note 24, Interest Income, Interest Expense and Others attached
to the 2023 Audited Consolidated Financial Statements).
Provision for income tax

Provision for income tax increased by 60% for the period with higher taxable income as a result of the
Group’s improved financial and operating results (see Note 26, Income Tax attached to the 2023 Audited
Consolidated Financial Statements).
Consolidated net income attributable to equity holders of the Parent Company

Consolidated net income attributable to equity holders of the Parent Company improved by 90% due to
improved operating results and higher share in earnings of material associates.

The turnaround from a gain of P = 4,590 million to a loss of P
= 2,954 million in other comprehensive income is
mainly due to the actuarial loss from the retirement plan of MERALCO, cumulative translation adjustments
related to the Company’s foreign investments, and loss on fair value changes of equity instruments at fair
value through other comprehensive income (“FVOCI”).
Core Income attributable to equity holders of the Parent Company

Isolating the non-recurring items, MPIC’s consolidated core income of P
= 19,528 million for the year ended
December 31, 2023, improved 38% as compared with the prior year as a result of 29% increase in
contribution from operations given the uptake in volumes and increases in tariff across regulated
businesses and lower net interest expense at head office.
Power generation business drove the 23% growth in MERALCO’s contribution. Toll road traffic growth and
tariff increases propelled the 2% higher contribution from MPTC. Rising water consumption and tariff
increase in Maynilad drove the significant growth in water segment. Higher ridership and fare increase in
rail resulted in better results for the year.
60
SCHEDULE I
Power accounted for P = 15,238 million or 62% of contribution from operations; Toll roads contributed P
= 5,794
million or 24%; Water contributed P= 4,381 million or 18%; and, MPIC’s other businesses, mainly Real
Estate, Hospitals, Rail, and Fuel storage incurred an overall net loss of P
= 955 million.
The figures above represent MPIC’s share in the stand-alone core income of the operating companies, net
of consolidation adjustments. See the relevant segment information under section II - OPERATING
SEGMENTS OF THE GROUP.
Non-recurring items
The turnaround in non-recurring items to P = 388 million income for the year ended December 31, 2023 is the
result of provision for impairment of various assets in 2022 (see Note 24, Interest Income, Interest
Expense and Others attached to the 2023 Audited Consolidated Financial Statements).
II - Operating Segments of the Group
Power
MPIC’s power business contributed P = 15.2 billion to Core Net Income for 2023 which is 23% higher than last
year, driven by higher volume of electricity sold and increased contribution from its different business units.
Increase
Manila Electric Company Audited Amount %
(in Php Millions)
Revenues 443,612 426,529 17,083 4
Expenses 407,279 406,348 931 -
Core EBITDA 64,368 51,301 13,067 25
Core income 37,110 27,105 10,005 37
Reported net income attributable to equity holders
of MERALCO 38,023 28,431 9,592 34
Capital Expenditure 30,043 42,597 (12,554) (29)
Increase
Key Performance Indicators (Decrease)
2023 2022 Amount %

Volume Sold (in mln kwh) 51,044 48,916 2,128 4
System Loss (12-month moving average) 5.88% 5.77% 0.11% 2
Average Distribution Revenue per kWh YTD 1.35 1.20 0.15 13
Residential sales volume grew 4% influenced by higher usage in cooling appliances due to the transition to
warmer weather conditions brought by El Niño. Incremental consumption from condominiums and
dormitories due to face-to-face classes, more onsite work arrangements, and increased time spent at home
during long holiday weekends contributed further to household demand.
Commercial sales volume rose 9% with strong business recovery, higher demand of hotels and leisure
sectors with increasing tourist arrivals and higher real estate demand, and upbeat public confidence that
led to more in-person activities.
61
SCHEDULE I
Industrial sales volume slipped by 1% as the semiconductor industry posted negative year-end sales.
Construction sectors, particularly cement and steel, meanwhile, were affected by import and supply
challenges, self-generation from waste heat recovery, and production shutdowns.
Total Revenues rose 4% to ₱443,612 million, reflecting higher pass-through generation charges and
growth in energy volumes distributed.
MERALCO’s Reported Net Income improved 34% driven by the significant growth in contribution from the
power generation business. This is the highest reported net income achieved by MERALCO to date.
MERALCO spent ₱30,043 million on capital expenditures for its distribution network improvement projects,
renewable energy investments, and towers and telecommunications businesses.
On August 3, 2022, MPIC acquired an additional 22,542,000 MERALCO shares, equivalent to approximately
2.0% of MERALCO’s issued and outstanding capital stock, for a total consideration of ₱7.8 billion or ₱344
per share, bringing MPIC’s effective ownership in MERALCO to 47.5%.
MGreen, MGen’s renewable energy arm, reported a ₱67 million CCNI from its three (3) operating solar
plants with a total of 347 GWh energy delivered from the 55-MWac (net) solar plant of Power Source First
Bulacan Solar, Inc., 68-MWac solar plant of Nuevo Solar Energy Corporation, and 67.5-MWac Phase 1
solar plant of PH Renewables Inc.
MGreen, on December 27, 2023, completed the acquisition of primary common and redeemable voting
preferred shares of SP New Energy Corporation (“SPNEC”) for ₱15.9 billion, giving MGreen 50.5%
controlling interest in the listed renewable energy firm. Through SPNEC, MGreen is set to develop 3,500
MW (gross) solar facilities with an accompanying 4,000 MWh battery energy storage system.
Regulatory Updates
In accordance with its Power Supply Procurement Plan approved by the Department of Energy, MERALCO
conducted a series of Competitive Selection Process (“CSP”) to cover its interim and future capacity
requirements pursuant to its mandate to deliver sufficient, stable, and reliable electricity service at the least
cost possible. MERALCO, through its Bids and Awards Committee for PSAs secured the best bids for its
baseload requirements beginning this year.
Toll Operations
Increase
Metro Pacific Tollways Corporation Audited Amount %
(in Php Millions)
Consolidated Statements of Income
Net toll revenues 27,212 22,852 4,360 19
Costs and expenses 12,745 11,216 1,529 14
Core EBITDA 19,563 16,287 3,277 20
Core Income 5,826 5,708 118 2
Reported net income attributable to equity
holders of MPTC 5,051 4,967 84 2
62
SCHEDULE I
Increase
2023 2022 Amount %
Average Daily Vehicle Entries:
NLEX 336,930 309,207 27,723 9
SCTEX 78,600 72,403 6,197 9
CAVITEX 181,841 166,999 14,842 9
CALAX 36,029 29,005 7,024 24
CCLEX 13,599 9,171 4,428 48
NLEX Connector 12,688 - 12,688 100
CII B&R 77,622 73,827 3,795 5
PT Nusantara 489,728 268,683 221,045 82
MPTC recorded a core income of P = 5,826 million for the year ended 2023, up only by 2% from P = 5,708
million a year earlier as the growth in traffic was partly offset by the financing cost on the Japex acquisition,
share in Japex core loss and higher concession amortization of newly opened roads.
Overall, MPTC’s system-wide vehicle entries, including both domestic and regional road networks,
averaged 1,227,037 a day for the period compared with 929,295 in 2022.
Toll roads in the Philippines:

Average daily vehicle entries grew 12% to 659,687 from 577,321 a year earlier signifying continued
improvement in economic activities.
Implemented the following toll rate increases in 2023:
 NLEX
a. Last tranche of 2012 and 2014 petitions
b. 50% of 2018 petition
c. 50% of 2020 petition
 NLEX connector road section 1
 SCTEX – 1/3 each of 2020 and 2022 petitions
 Cavitex - 2017 petition for R1 and R1 extension
Construction activities continue on major toll projects. Refer to Item 1, Description of Business, Section B.2
for the status of these roads.
Toll roads outside the Philippines:
Average daily vehicle entries for MPIC’s toll investments outside the Philippines increased 66% to 567,350
in 2023 compared with 342,510 a year earlier.
63
SCHEDULE I
Water
Increase
Maynilad Water Services, Inc. Audited Amount %
(in Php Millions)
Revenues 27,323 22,875 4,449 19
Costs and Expenses 14,008 11,733 2,274 19
Core EBITDA 17,607 13,316 4,291 32
Core Income 9,121 6,046 3,075 51
Reported Net Income 9,011 5,875 3,136 53
Capital Expenditure 19,686 15,280 4,406 29
Increase
2023 2022 Amount %
Volume of water supplied (MCM) 774.8 756.2 18.7 2
Volume of water billed (MCM) - Maynilad 538.5 527.0 11.5 2
Volume of water billed (MCM) - Consolidated 557.1 544.6 12.4 2
Non revenue water % DMA (average) 30.5% 30.3% 0.2% 1
Non revenue water % DMA (period end) 30.4% 32.1% -1.7% (5)
Billed customers (period end) 1,532,463 1,522,992 9,471 1
Customer mix (% based on billed volume)
Domestic (residential and semi-business) 81.6% 82.7% -1.1% (1)
Non-domestic (commercial and industrial) 18.4% 17.3% 1.1% 6
MPIC’s water business comprises investments in Maynilad, the biggest water utility in the Philippines, and
MPW, which is focused on building new water businesses outside Metro Manila. The water segment’s
contribution to core net income amounted to P
= 4,381 million for the year, 65% higher than last year, with
increased contributions from both Maynilad and MPW.
Maynilad
Revenues improved by 19% at ₱27,323 million reflecting 2% growth in billed volume as demand from semi-
business, commercial, and industrial customers continued to increase. Average effective tariff increased
17% with the implementation of the approved business plan.
Maynilad’s core net income for the period grew 51% to ₱9,121 million due to lower operating costs resulting
from the extension of the concession period.
As discussed in Note 29, Significant Contracts, Agreements and Contingencies attached to the 2023
Audited Consolidated Financial Statements, on May 18, 2021, Maynilad and MWSS signed the RCA that
will govern the provision by Maynilad of water and wastewater services in the West Zone of the MWSS
Service Area upon its effectivity. In 2022, due to the legislative franchise effectivity, Maynilad extended the
useful life of its service concession assets until January 2047. The extension of the useful life was effected
beginning January 1, 2022.
Capital expenditures amounting to ₱19.7 billion, up by 29% from last year, as Maynilad continued to deliver
on its obligations under the approved business plan.
64
SCHEDULE I
Following the grant of its Legislative Franchise, the terms of which Maynilad accepted on
March 21, 2022, the 12% VAT was removed from water bills based on Resolution No. 2022-025-RO, as
approved by the MWSS Board of Trustees on March 2, 2022. Customers will instead pay a significantly
lower government tax from 2% to 2.825%, consisting of (i) the 2% national franchise tax, and (ii) the local
franchise tax implemented by the respective local government units where the Business Area offices are
located. See Note 29, Significant Contracts, Agreements and Commitments, attached to the 2023 Audited
Rate Rebasing Updates

Maynilad received the MWSS Board of Trustees’ Resolution approving Maynilad’s Rebasing Adjustments
(“R”) for the 6th Rate Rebasing Period (2023 to 2027), to be implemented on a staggered basis. Upon
achievement of its targets for water supply, Maynilad implemented a rebasing adjustment of 16.3% and
inflation adjustment of 3.5%, resulting in an average increase of P
= 7.87/cu.m. to basic water charge in
January 2024.
Rail
Increase
Rail Audited Amount %
(in Php Millions)
Farebox revenues 2,515 1,791 725 40
Expenses 2,486 2,316 169 7
Core EBITDA 630 (19) 649 3,364
Core Income 4 (472) 476 101
Reported Net Loss (1) (473) 472 100
Increase
2023 2022 Amount %
Average daily ridership 298,740 219,772 78,968 36
LRMC currently operates LRT-1, a 20-station light rail line traversing from Pasay City to Quezon City in
Metro Manila.
LRMC reported a core income of P = 4 million in 2023 which was a turnaround from P472 core loss in 2022
driven by higher ridership and fare increase.
Average daily ridership increased by 36% to 298,740 compared with 219,772 a year earlier, with the
allowed operating capacity of 100% beginning March 2022.
LRMC has obtained a fare increase amounting to P

= 13.29 Boarding Fare and P
= 1.21 Distance Fare which
was effective on August 2, 2023.
LRMC implemented its upgraded signaling system to improve capacity and performance across the line,
enabling more trains with better connections and greater reliability.
Construction activities for the LRT-1 Cavite Extension project are in various stages of development
and continue to progress. Since the start of civil works in September 2019, the project completion
rate has now reached 96.4% for Phase 1 of the extension.
65
SCHEDULE I
III. MPIC Consolidated Statement of Financial Position
Assets
The following table summarizes the individual increase (decrease) of consolidated asset accounts.
Increase
Audited Audited (Decrease)
2023 % 2022 % Amount %
(in Php Millions)
ASSETS
Current assets
Cash and cash equivalents 39,372 47 33,595 49 5,777 17
Short-term placements 1,742 2 8,827 13 (7,085) (80)
Restricted cash 17,093 21 4,767 7 12,326 259
Receivables 8,870 11 9,195 13 (325) (4)
Other current assets 16,085 19 12,540 18 3,545 28
83,162 100 68,924 100 14,238 21
Noncurrent Assets
Investments and advances 205,325 32 196,323 34 9,002 5
Service concession assets 374,694 59 331,693 58 43,001 13
Property, plant and equipment 7,809 1 6,904 1 905 13
Goodwill 15,240 2 15,241 3 (1) (0)
Intangible assets 1,027 - 377 - 650 172
Deferred tax assets 923 - 769 - 154 20
Other noncurrent assets 28,945 6 23,565 4 5,380 23
633,963 100 574,872 100 59,091 10
Other movements in the accounts are explained as follows:
• Cash and cash equivalents – (Increase) Cash generated for the period pertains to proceeds of share
issuance, loan drawdowns and MERALCO dividends. Cash uses pertain to SPNEC acquisition, SCA
additions and scheduled debt service (see section Liquidity and Capital Resources for the summary of
the Group’s statement of cash flows for 2023).
• Short-term placements – (Decrease) Short-term placements decreased due to disposal of UITFs held
by MPTC (see Note 7, Cash and Cash Equivalents, Short-Term Placements and Restricted Cash
• Restricted Cash – (Increase) Restricted cash pertains to sinking fund or debt service account (“DSA”)
representing amounts set aside for principal and interest payments of certain long-term debts; cash in
bank earmarked for early settlement of loan; maintenance reserve account for maintenance and
rehabilitation expenditures; and proceeds from performance guarantees. The DSA is maintained and
replenished in accordance with the provision of the loan agreements. The balance significantly
increased as the proceeds from the sale of MUN were set aside for an early settlement of loan due in
66
SCHEDULE I
2024. (See Note 7, Cash and Cash Equivalents, Short-Term Placements and Restricted Cash attached
to the 2023 Audited Consolidated Financial Statements).
• Receivables – current portion – (Decrease) This is attributable to the various sales cancellation of
installment contract receivables pertaining to real estate sales (see Note 8, Receivables attached to the
2023 Audited Consolidated Financial Statements).
• Investments and advances – (Increase) This pertains to the acquisition of Axelum, higher equity in net
earnings partly offset by dividends earned for the period (see Note 10, Investments and Advances
• Service concession assets – (Increase) Part of the Company’s commitment to deliver world-class
service is to continuously invest in its service coverage area (see Note 12, Service Concession Assets
attached to the 2023 Audited Consolidated Financial Statements for the nature of the additions to the
service concession assets).
Aside from the capitalized borrowing costs, significant additions to the service concession asset
account include the following:
o Toll Operations – (i) Ongoing/completed construction in 2023: CALAX, NLEX-SLEX Connector
Road Project, Third Candaba Viaduct project, SCTEX Toll Plaza Extension, C5 South Link,
CCLEC’s Toll collection enhancements and MUN’s BSD extension project.
o Water – For Maynilad: (i) the cost of rehabilitation works and additional construction; (ii) concession
fee drawdown for Angat Water Transmission Improvement Project (“AWTIP”), Kaliwa Dam Project
and various local component costs; and (iii) capitalized borrowing cost. For MPW: (i) additions from
the implementation of the water concession project of MPIWI with MIWD and (ii) various
development cost for MPDW.
o Rail – Additions substantially pertain to the construction of the Cavite Extension.
• Property, plant, and equipment – (Increase) This is attributable to increased capital expenditures (see
Note 13, Property, Plant and Equipment attached to the 2023 Audited Consolidated Financial
Statements).
• Intangible assets – (Increase) Intangible assets increased due to additions to software and brand name
related to the acquisition of The Laguna Creamery, Inc. that holds the Carmen’s Best brand (see Note
11, Goodwill and Intangible Assets attached to the 2023 Audited Consolidated Financial Statements).
• Deferred tax assets – (Increase) Deferred tax asset was recognized for net operating losses carry-over
which the company expects to utilize against its future taxable income (see Note 26, Income Tax
• Other noncurrent assets – (Increase) This pertains to the acquisition of SPNEC and increase in
advances to contractors relating to various project constructions (see Note 29, Significant Contracts,
Agreements and Commitments to the 2023 Audited Consolidated Financial Statements).
67
SCHEDULE I
Liabilities and Equity
The following table summarizes the individual increase (decrease) of consolidated liability and equity
accounts.
Increase
2023 % 2022 % Amount %
(in Php millions)
Current Liabilities
Accounts payable and other current
liabilities 46,354 48 44,784 58 1,570 4
Income tax payable 1,271 1 1,283 2 (12) (1)
Due to related parties 93 - 83 - 10 12
Short-term and current portion of
long-term debt 39,199 41 20,842 27 18,357 88
Current portion of:
Provisions 8,550 9 8,337 11 213 3
Service concession fees
payable 1,223 1 1,289 2 (66) (5)
96,690 100 76,618 100 20,072 26
Noncurrent Liabilities
Noncurrent portion of:
Provisions 4,073 1 3,030 1 1,043 34
payable 28,541 9 28,453 9 88 -
Long-term debt 277,506 84 271,625 84 5,881 2
Deferred tax liabilities 10,904 3 9,898 3 1,006 10
Other long-term liabilities 10,399 3 9,131 3 1,268 14
331,423 100 322,137 100 9,286 3
Equity
Capital stock 34,534 15 31,661 16 2,873 9
Additional paid-in capital 80,678 35 68,638 34 12,040 18
Treasury shares (10,789) (5) (10,703) (5) (86) 1
Equity reserves 3,472 1 (1,377) (1) 4,849 (352)
Retained earnings 122,041 52 105,692 53 16,349 15
reserve 3,165 1 6,177 3 (3,012) (49)
Total equity attributable to owners of
the Parent Company 233,101 99 200,088 100 33,013 16
Non-controlling interest 55,911 44,953 10,958 24
68
SCHEDULE I
• Accounts Payable and Other Current Liabilities – (Increase) See Note 15, Accounts Payable and Other
Current Liabilities to the 2023 Audited Consolidated Financial Statements.
• Income Tax Payable – (Decrease) This pertains to income tax payments, net of accrued higher
corporate income taxes as a result of higher taxable income for the period.
• Due to related parties – (Increase) See Notes 19, Related Party Transactions, attached to the 2023
• Provisions – current and noncurrent portions – (Increase) Provisions increased due to the contingent
consideration related to the Axelum acquisition. Other items in the account include provision for heavy
maintenance and estimated liabilities for losses on claims of third parties. (see Note 16, Provisions to
the 2023 Audited Consolidated Financial Statements).
• Short-term and long-term debt – current and noncurrent portions – (Increase) See Note 18, Short-term
and Long-term Debt to the 2023 Audited Consolidated Financial Statements for details of the
Company’s loan facilities and borrowings.
• Service concession fees payable – current and noncurrent portions – (Decrease) For the movement in
the service concession fees payable, see Note 17, Service Concession Fees Payable attached to the
2023 Audited Consolidated Financial Statements.
• Other long-term liabilities – (Increase) This pertains to the increase in contract liability and lease liability
(see Note 15, Accounts Payable and Other Current Liabilities attached to the 2023 Audited
• Treasury Shares – (Increase) See Note 20, Equity attached to the 2023 Audited Consolidated Financial
Statements).
• Other comprehensive income (loss) reserve – (Decrease) See discussion in MPIC Consolidated
Statements of Income, Other Comprehensive Income (Loss).
• Non-controlling interest – (Increase) Additional equity infusion of non-controlling shareholders and

proportionate share in the net income of partially owned subsidiaries (see Consolidated Statements of
Changes in Equity for the other movements in the Non-controlling Interest account).
69
SCHEDULE I
IV. Liquidity and Capital Resources
The following table shows a summary of the Group’s audited statements of cash flows for the years ended
2023 and 2022 as well as the consolidated capitalization as at December 31, 2023 and 2022:
Increase
Audited (Decrease)
2023 2022 Amount %
(in Php Millions)
Cash Flows
Net cash provided by operating activities 27,667 22,728 4,939 22
Net cash used in investing activities (41,220) (57,794) (16,574) (29)
Net cash provided by (used in) financing
activities 19,330 23,803 (4,473) 19
Net increase in cash and cash equivalents 5,777 (11,263) 17,040 (151)
Capital expenditures 47,990 41,462 6,528 16
Capitalization
Long-term debt net of current portion 277,506 271,625 5,881 2
Short-term and current portion of long-term
debt 39,199 20,842 18,357 88
Total 316,705 292,467 24,238 8
Total equity attributable to owners of the
Parent Company 233,101 200,088 33,013 16
Cash and cash equivalents 39,372 33,595 5,777 17

Short-term placements 1,742 8,827 (7,085) (80)
As at December 31, 2023, MPIC’s consolidated cash and cash equivalents and short-term placements
totaled P
= 41,114 million, a decrease of P
= 1,308 million from P
= 42,422 million as at December 31, 2022. The
decrease is mainly due to disposal of MPTC UITFs, acquisition of SPNEC, loan and interest payments and
capital expenditures of the Group. Refer to the Company’s Consolidated Statements of Cash Flows in the
Operating Activities
MPIC’s consolidated net operating cash flow in 2023 posted a 22% increase from the previous year largely
attributable to improved operating performance of major investee companies sand higher yield on cash
placements.
Investing activities
Net cash used in investing activities in 2023 amounted to P

= 41,220 which pertains to additions to service
concession assets and property, plant and equipment; investment in Axelum and SPNEC; and net of
proceeds from sale of MUN. This was lower by 29% versus last year as 2022 included acquisition of
additional MERALCO shares and JAPEX. (see Notes 10, 12, 29, and 32 attached to the 2023 Audited
70
SCHEDULE I
Financing Activities
The Company’s consolidated net cash provided by financing activities during the period was lower as 2022
had higher loan availment.
Other matters:
i. Events that will trigger direct or contingent financial obligation that is material to the company,
including any default or acceleration of an obligation.
There are various outstanding contingent liabilities which are not reflected in the accompanying
consolidated financial statements. Refer to Note 30, Contingencies and Note 29, Significant
Contracts, Agreements and Commitments to the 2023 Audited 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.
There are various outstanding contingent assets and liabilities which are not reflected in the
accompanying consolidated financial statements. Refer to Note 30, Contingencies and Note 29,
Significant Contracts, Agreements and Commitments to the 2023 Audited Consolidated
Financial Statements for the updates on the Company’s financial obligations.
iii. Description of any material commitments for capital expenditures, general purpose of such
commitments, expected sources of funds for such expenditures.
Refer to Note 29, Significant Contracts, Agreements and Commitments and Note 34, Financial
Risk Management Objectives and Policies to the 2023 Audited Consolidated Financial
Statements.
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.
Refer to Note 30, Contingencies to the 2023 Audited Consolidated Financial Statements. See
also Item 1. Description Of Business for the relevant discussions on Dependence on Licenses
and Government Approval and Effect of Existing or Probable Government Regulations on the
Business.
v. Any seasonal aspects that had a material effect on the financial condition or results of
operations
Power. For MERALCO, 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.
Toll Operations. Based on historical traffic on the NLEX, SCTEX and 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 to 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.
71
SCHEDULE I
Water. The Company’s water business also exhibit seasonality, with comparatively lower
revenues during the rainy season in the Philippines.
Rail. 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.
72
SCHEDULE I
V. Comparison of Other Financial Years
V(i) 2022 versus 2021: MPIC Consolidated Statements of Income
Increase
Audited Amount %
(in Php Millions)
Operating Revenues 50,882 48,573 2,309 5
Continuing operations 50,882 43,561 7,321 17
Operations under PFRS 5 - 5,012 (5,012) (100)
Cost of Sales and Services 19,818 21,986 (2,168) (10)
General and administrative expenses 11,732 11,097 635 6
Operations under PFRS 5 - 680 (680) (100)
Interest expense 10,306 9,686 620 6
14,210 10,454 3,756 36
ventures
Interest income 1,134 750 384 51
Continuing operations 1,134 745 389 52
Construction revenue 35,441 27,014 8,427 31
Construction costs (35,441) (27,014) (8,427) 31
Other income (expense) - net (7,429) (4,288) (3,141) 73
Continuing operations: Provision for decline in
(9,485) (9,089) (396) 4
value of assets
Others 2,056 (92) 2,148 2,335
Provision for income tax 3,804 1,051 2,753 262
Operations under PFRS 5 - (208) 208 100
10,495 10,119 376 4
Parent Company
attributable to owners of the Parent 4,590 4,411 179 4
Company
15,085 14,530 555 4
Core income 14,188 12,325 1,863 15
Non-recurring income (expense) (3,693) (2,206) (1,487) 67
73
SCHEDULE I
Revenues
The Company’s revenues from continuing operations increased by 17% to P = 50,882 million as quarantine
measures are reduced, allowing more businesses to open up with increased operating capacity and as
both the government and private sectors continue to roll out COVID-19 vaccination.
 Net toll revenue increased by 31% to P = 22,852 million as average daily entries in 2022 improved and
tariff increases are implemented:
o NLEX and SCTEX up by 14% and 28%, respectively, with increased demand for travel in
and out of Metro Manila and toll rate hikes in May and June
o CALAX increased 53% with opening of more segments
o CAVITEX improved 15% and tariff increase implemented in May
o Start of CCLEX in April
o International toll roads CII B&R and Nusantara improved by 73% and 21%, respectively
 Water revenue at Maynilad improved by 4% at P = 22,875 million due to higher commercial and
industrial demand which carry higher tariff and recognition of passed-on government tax
 Rail revenue increased by 58% with 77% higher average daily ridership as it is now allowed to
operate at 100%
 Consolidation of Landco which contributed P = 580 million of real estate revenues

Cost of sales and services from continuing operations increased by 7% to P
= 19,818 million driven mainly by
higher government revenue share [Philippine National Construction Corporation (“PNCC”) and BCDA
receive a percentage share in NLEX and SCTEX revenues, respectively); increase in utilities and materials
due to expanded operations; and consolidation of Landco. (see Note 21, Costs of Sales and Services

General and administrative expenses from continuing operations increased by 13% to P = 11,732 million
mainly due to increased economic activity as well as rising inflation and business taxes. The consolidation
of Landco starting March 31, 2022, also contributed to the increase (see Note 22, General and
Administrative Expenses attached to the 2022 Audited Consolidated Financial Statements).
Interest expense
Interest expense from continuing operations increased by 12% to P
= 10,306 million due to additional loan
drawdowns made throughout the year.
Average interest rates on borrowings have been significantly reduced and resulted in a 5% decline in net
interest costs in 2022. This was made possible by MPIC’s strategic rerating and refinancing of expensive
debt facilities ahead of the current rising interest rate environment.

Share in net earnings of equity method investees from continuing operations rose 38% to P= 14,210 million
mainly due to increased ownership of MERALCO (see Note 10, Investments and Advances attached to the
2022 Audited Consolidated Financial Statements) and higher contribution from its power generation
business. Equity-accounted entities in Vietnam and Indonesia also contributed to the growth driven by
higher mobility from relaxed COVID-19 restrictions and opening of new toll roads. MPIC’s new fuel storage
business also posted 39% growth with higher average utilization rate and strengthening of the US Dollar.
(see discussion under section II – OPERATING SEGMENTS OF THE GROUP).
Interest income
Interest income increased 52% accruing to the interest accretion on lease receivables (see Note 8,
Receivables attached to the 2022 Audited Consolidated Financial Statements).
74
SCHEDULE I
Continuing operations: Provision for decline in value of assets.

Provision for impairment of various assets pertain to LRMC and PNW’s service concession assets
amounting to P = 3,086 million and P= 1,111 million, respectively, impairment of Coastal and AFPI amounting to
P
= 4,474 million and P= 218 million, respectively, and provision for unrecoverable input tax, CWT, and other
assets (see Notes 9, 11-14 attached to the 2022 Audited Consolidated Financial Statements).
Operations under PFRS 5

The decrease from P= 5,742 million to nil is attributable to the gain recognized from the sale of GBPC during
2021 (see Note 32, Deconsolidation of GBPC in 2021 attached to the 2022 Audited Consolidated Financial
Statements).

Provision for income tax increased by 202% for the period with higher taxable income as a result of the
Group’s improved financial and operating results. The year 2021, on the other hand, benefitted from tax
remeasurement due to the implementation of the Corporate Recovery and Tax Incentives for Enterprises
Law (“CREATE”). (see Note 26, Income Tax attached to the 2022 Audited Consolidated Financial
Statements).

Consolidated net income attributable to equity holders of the Parent Company improved by 4% due to
improved operating results and higher share in earnings of material associates.
.
The increase of 4% on other comprehensive income is mainly due to gain on fair value changes of equity
instruments at fair value through other comprehensive income (“FVOCI”), cumulative translation
adjustments related to the Company’s foreign investments, and marked-to-market gains and losses on
derivative assets in relation to effective hedges.

Isolating the non-recurring items, MPIC’s consolidated core income of P
= 14,188 million for the year ended
December 31, 2022, increased by 15% as compared with the prior year as a result of full reopening of the
economy, driving retail, industrial and travel demands. Investee companies delivered a 10% increase in
contribution from operations.
Power generation business drove the 10% growth in MERALCO’s contribution. Toll road traffic growth and
tariff increases propelled the 47% higher contribution from MPTC. Water consumption improvement in
Maynilad resulted in better revenues but were pulled down by higher operating costs and the shift in the tax
regime under the Legislative Franchise. Rail operation is now at 100% capacity resulting in lower core
losses. The consolidation of Landco starting March 31, 2022 also contributed to the growth.
Power accounted for P = 12,360 million or 65% of contribution from operations; Toll roads contributed P
= 5,680
million or 29%; Water contributed P= 2,660 million or 14%; and, MPIC’s other businesses, mainly Real
Estate, Hospitals, Rail, and Fuel storage incurred an overall net loss of P
= 1,805 million.
Non-recurring loss - net

Non-recurring expense amounting to P = 3,693 million for the year ended December 31, 2022 increased by
67% as 2022 included the gain on acquisition of Landco whereas 2021 included the gain on sale of GBPC
(see Note 32, Deconsolidation of GBPC in 2021 attached to the 2022 Audited Consolidated Financial
Statements) and DMT (see Note 10, Investments and Advances attached to the 2022 Audited Consolidated
Financial Statements), with both years charged with various provisions for decline in value of assets (see
75
SCHEDULE I
Note 24, Interest Income, Interest Expense and Others attached to the 2022 Audited Consolidated
Financial Statements).
Power
year, driven by higher volume sold and increased contribution from its different business units.
Increase
(in Php Millions)
Revenues 426,529 318,547 107,982 34
Expenses 406,348 289,203 117,145 41
Core income 27,105 24,608 2,497 10
of MERALCO 28,431 23,498 4,933 21
Increase
2022 2021 Amount %
System Loss (12-month moving average) 5.77% 5.85% (0.08%) (1)
Average Distribution Revenue per kWh YTD 1.20 1.38 (0.18) (14)
Residential sales volume grew 1% driven by aggressive energization activities, renewed demand from
university dormitories and condominiums in central business district, but tempered by customers returning
to work onsite and schools shifting back to face-to-face arrangement.
Commercial sales volume rose 14% amid the increase in economic activities. Demand in the education and
transport sectors posted growth as schools began face‐to‐face classes. The resumption of full operations of
the retail, real estate, restaurant, and hospitality sectors also contributed to the higher commercial sales
volumes.
Industrial sales volume grew 3% mainly due to further reopening of the economy benefitting the food and
beverage, packaging and plastic industries and steel and cement plants.
Total Revenues rose 34% to P= 426,529 million, reflecting growth in power generation coupled with higher
volumes distributed and pass-through generation charges.
MERALCO’s Reported Net Income improved 21% as 2021 included a write-down of deferred tax assets in
light of the Corporate Recovery and Tax Incentives for Enterprises. This is the highest reported net income
achieved by MERALCO to date.
MERALCO spent P = 42,597 million on capital expenditures directed for upgrade of distribution network,
acquisition of telecoms towers on a sale and leaseback arrangement, development expenses for power
generation, fiber network and facilities build-out, and digitalization and other customer-centric innovations.
76
SCHEDULE I
On August 3, 2022, MPIC acquired an additional 22,542,000 MERALCO shares, equivalent to approximately
2.0% of MERALCO’s issued and outstanding capital stock, for a total consideration of P
= 7.8 billion or P
= 344
per share, bringing MPIC’s effective ownership in MERALCO to 47.5%.
MERALCO fully supports the DOE’s Renewable Portfolio Standards and has committed to securing 1,500
MW of its power requirements from renewable energy sources in the next five years. More importantly,
MERALCO is also accelerating its renewable energy plan of up to 1,500 MW of clean energy capacity in
the next five to seven years.
 MERALCO’s maiden solar project, BulacanSol (50 MWac) – the country’s largest single operating
solar plant, began operations in May 2021 and delivered 112 GWh of solar energy during the year
 Upcoming solar power plants with capacities of 75 MWac and 68 MWac in Rizal and Ilocos Norte,
respectively, are under construction and will go online in the first quarter of 2023
In August 2022, MERALCO’s infrastructure unit, MIESCOR Infrastructure Development Corporation, signed
a sale and leaseback agreement with Globe Telecom, Inc. (“Globe”) for the acquisition of 2,180 towers and
passive telecom infrastructure for a total consideration of P
= 26.2 billion. As of end-December, MIDC and
Globe completed the handover of 860 towers with a cumulative value of P = 10.3 billion, representing 39% of
the portfolio deal. Completion of the tower transfers and final closing are targeted in the third quarter of
2023.
Regulatory Updates
In March, MERALCO received and implemented an ERC Order dated February 23, 2022, expanding the
coverage of its Distribution Rate True‐up (“DRTU”) refund to include the period covering December 2020 to
December 2021 – amounting to an additional P = 4.8 billion or an average of P
= 0.1064 per kWh, to be
distributed to electricity consumers over 12 months or until the amount is fully refunded.
In May, MERALCO received an ERC Order dated March 8, 2022, directing MERALCO to refund P = 7.8 billion
or an average of P
= 0.2583 per kWh following the downward tariff adjustment resulting from the true‐up of
the RAB for the 3rd Regulatory Period covering the period July 2011 to June 2015.
In July, MERALCO received and implemented the ERC Decision dated June 16, 2022, which set the final
IAR for the entire Lapsed Period of July 2015 to June 2022 to P = 1.3522 per kWh and recalculated the
difference between this final IAR and the Actual Weighted Average Tariff. This resulted in an additional
DRTU refund totaling P= 21.8 billion or an average of P
= 0.4790 per kWh for 12 months starting July.
Total running DRTU refunds, including the DRTU refund of P = 13.9 billion which was implemented starting
March 2021, and the latest ERC Decision resolving MERALCO’s final IAR for the lapsed period, is
P
= 48.3 billion. As of December 31, 2022, P
= 38.8 billion had already been refunded to MERALCO customers,
and the entire amount is expected to be fully refunded by May 2023.
77
SCHEDULE I
Toll Operations
Increase
(in Php Millions)
Core EBITDA 16,287 11,949 4,338 36
Core Income 5,707 3,903 1,804 46
holders of MPTC 4,967 2,651 2,316 87
Capital Expenditure 20,055 19,245 810 4
Increase
2022 2021 Amount %
NLEX 299,833 262,222 37,611 14
SCTEX 72,403 56,382 16,021 28
CAVITEX 166,998 145,556 21,442 15
CALAX 29,005 19,010 9,995 53
CCLEX 9,082 - 9,082 100
CII B&R 73,827 42,708 31,119 73
PT Nusantara 268,683 221,702 21,641 21
MPTC recorded a core income of P = 5,707 million for the year ended 2022, up by 46% from P = 3,903 million a
year earlier driven by higher average daily vehicle entries with the relaxation of quarantine restrictions and
roll-out of COVID-19 vaccination program.
averaged 919,831 a day for the period compared with 747,580 in 2021.

improvement in economic activities.
Significant progress in expansion projects was achieved as follows:
 Inaugurated the 8.9-kilometer Cebu Cordova Link Expressway on April 27, 2022 in ceremonies led
by President Rodrigo R. Duterte and Manuel V. Pangilinan, MPIC’s Chairman, President & CEO. The
bridge began commercial operations on April 30, 2022.
 On March 1, 2022, MPTC launched MPT DriveHub, its travel companion app that provides mobility
solutions for a hassle-free journey for motorists. This app can be used for RFID management, trip-
planning, and roadside assistance. Total subscribers to date are over 400,000.
 Implemented the following toll rate increases in 2Q 2022:
 NLEX 2016 petition – 4% (Open System) / 12% (Closed System)
 CAVITEX 2011 and 2014 petitions; R1 Enhancement – 29%
 SCTEX 2016 petition – 24%
78
SCHEDULE I
 Signed a definitive agreement to purchase 35% of jeepney modernization platform On-Us Solutions,
Inc. (“Byahe”). Byahe is planning to expand its current Euro-IV compliant fleet, procure new state-of-
the-art electric jeepneys, and expand the route network of the fleet as part of its larger mission to
revolutionize the Philippines’ jeepney transportation ecosystem
Average daily vehicle entries for MPIC’s toll investments outside the Philippines increased 30% to 342,510
in 2022 compared with 264,410 a year earlier with higher mobility from relax COVID-19 restrictions.
 MUN broke ground on its BSD projects, including the expressway extension to Makassar New Port.
 As discussed in Note 10, Investment and Advances, attached to the 2022 Audited Consolidated
Financial Statements, MUN completed the acquisition of 40% of the outstanding shares of JJC for a
total consideration of up to IDR 4,389 billion or approximately P
= 15.8 billion. JJC is the concession
holder of the Japex toll road. Average daily vehicle entries on Japex stood at 233,113 in 2022.
In February 2021, MPTC sold its entire 29.45% indirect stake in DMT for P
= 7.2 billion. Proceeds from this
sale was used to fund MPTC’s expansion projects. (See Note 10, Investment and Advances, attached to
the 2022 Audited Consolidated Financial Statements)
Water
Increase
(in Php Millions)
Revenues 22,875 21,950 925 4
Costs and Expenses 11,733 11,274 459 4
Core EBITDA 13,316 14,802 (1,486) (10)
Core Income 6,046 6,531 (485) (7)
Reported Net Income 5,875 6,143 (268) (4)
Increase
2022 2021 Amount %
Volume of water supplied (MCM) 756.2 762.3 (6.1) (1)
Volume of water billed (MCM) - Maynilad 527.0 519.6 7.4 1
Volume of water billed (MCM) - Consolidated 544.6 537.2 7.4 1
Non revenue water % DMA (average) 30.3% 31.8% (1.5%) (5)
Non revenue water % DMA (period end) 32.1% 33.1% (1.0%) (3)
Domestic (residential and semi-business) 82.7% 83.9% (1.2%) (1)
Non-domestic (commercial and industrial) 17.3% 16.1% 1.2% 7
79
SCHEDULE I

= 2,660 million for the year, 4% lower than last year, with
reduced contributions from both Maynilad and MPW.
Maynilad
Revenues improved by 4% at P = 22,875 million driven by higher commercial and industrial demand and
recognition of passed-on government tax with the effectivity of the Maynilad franchise.
Maynilad’s core net income for the period declined 7% to P= 6,046 million owing to higher operating costs
and higher taxes charged to expense due to the shift in the tax regime under the Legislative Franchise.
As discussed in Note 29, Significant Contracts, Agreements and Contingencies attached to the 2022
Audited Consolidated Financial Statements, on May 18, 2021, Maynilad and MWSS signed the RCA that
will govern the provision by Maynilad of water and wastewater services in the West Zone of the MWSS
Service Area upon its effectivity. In 2022, due to the legislative franchise effectivity, Maynilad extended the
useful life of its service concession assets until January 2047. The extension of the useful life was effected
beginning January 1, 2022.
Capital expenditures amounting to P

= 15.3 billion and was largely used for leak repairs and pipe
replacements.
Maynilad launched its “New Water” project on June 28, 2022, to recycle used water for potable
applications. Benchmarking with Namibia and Singapore, Maynilad is the first water company in the
Philippines to recycle water for human consumption under the highest global standard. Maynilad built a
P
= 450 million MoTP to collect treated used water discharged by its Parañaque Water Reclamation Facility
and convert it to potable water. This MoTP will yield 10 MLD and will be conveyed to the barangays of San
Isidro and San Dionisio in Parañaque City. The initiative is in line with the company’s bid to expand its
alternative water source options so it can better augment supply during times of shortage.
Maynilad also started the installation of a silt curtain around the intake structure of the Putatan Water
Treatment Plant to mitigate the entry of sediments and algae into the facility.
Following the grant of its Legislative Franchise, the terms of which Maynilad accepted on
March 21, 2022, the 12% VAT was removed from water bills based on Resolution No. 2022-025-RO, as
approved by the MWSS Board of Trustees on March 2, 2022. Customers will instead pay a significantly
lower government tax from 2% to 2.825%, consisting of (i) the 2% national franchise tax, and (ii) the local
franchise tax implemented by the respective local government units where the Business Area offices are
located. See Note 29, Significant Contracts, Agreements and Commitments, attached to the 2022 Audited
Rate Rebasing Updates

Maynilad received the MWSS Board of Trustees’ Resolution approving Maynilad’s Rebasing Adjustments
(“R”) for the 6th Rate Rebasing Period (2023 to 2027), to be implemented on a staggered basis. Beginning
in 2024, the implementation of the staggered “R” will be subject to Maynilad’s being able to attain its targets
for water supply, continuity and coverage provided in its 2022 Approved Business Plan.
80
SCHEDULE I
Rail
Increase
(in Php Millions)
Farebox revenues 1,791 1,133 658 58
Expenses 2,316 1,995 321 16
Core EBITDA (19) (699) 680 (97)
Core Loss (472) (571) 99 (17)
Reported Net Loss (473) (564) 91 (16)
Increase
2022 2021 Amount %
Average daily ridership 219,772 124,239 95,533 77
Metro Manila.
LRMC reported a core loss of P = 472 million in 2022 despite 58% increase in revenues due to the start of
amortization of concession asset and recognition interest costs on the existing rail system.
Average daily ridership increased by 77% to 219,772 compared with 124,329 a year earlier, with the
allowed operating capacity lifted to 70% in November 2021 and finally to 100% in March 2022.
LRMC implemented its upgraded signaling system to improve capacity and performance across the line,
enabling more trains with better connections and greater reliability.
Construction activities for the LRT-1 Cavite Extension project are in various stages of development
and continue to progress. Since the start of civil works in September 2019, the project completion
rate has now reached 78% for Phase 1 of the extension.
81
SCHEDULE I
III. MPIC Consolidated Statement of Financial Position
Assets
Increase
2022 % 2021 % Amount %
(in Php Millions)
ASSETS
Current assets
Cash and cash equivalents 33,595 49 44,858 62 (11,263) (25)
Short-term placements 8,827 13 4,712 7 4,115 87
Restricted cash 4,767 7 1,975 3 2,792 141
Receivables 9,195 13 8,272 11 923 11
Other current assets 12,540 18 12,595 17 (55) (0)
68,924 100 72,412 100 (3,488) (5)
Noncurrent Assets
Property, plant and equipment 6,904 1 6,763 1 141 2
Goodwill 15,241 3 15,241 3 - -
Intangible assets 377 - 337 - 40 12
Deferred tax assets 769 - 602 - 167 28
574,872 100 511,922 100 62,950 12
• Cash and cash equivalents – (Decrease) Cash used for the period pertains to acquisition of additional
MERALCO shares, MPIC share buyback, loan and interest payments and higher capital expenditures at
MPTC and Maynilad (see section Liquidity and Capital Resources for the summary of the Group’s
statement of cash flows for 2022).
• Short-term placements – (Increase) see Note 7, Cash and Cash Equivalents, Short-Term Placements
and Restricted Cash attached to the 2022 Audited Consolidated Financial Statements.
• Restricted Cash – (Increase) Restricted cash pertains to sinking fund or debt service account (“DSA”)
representing amounts set aside for principal and interest payments of certain long-term debts;
maintenance reserve account for maintenance and rehabilitation expenditures; and proceeds from
performance guarantees. The DSA is maintained and replenished in accordance with the provision of
the loan agreements. The balance increases as the Group’s loans start to amortize. (See Note 7
82
SCHEDULE I
• Receivables – current and noncurrent portions – (Increase) This is attributable to the consolidation of
Landco’s receivables and recognition of lease receivable in SBVC (see Note 8 attached to the 2022
Audited Consolidated Financial Statements).
• Investments and advances – (Increase) This pertains to the acquisition of the additional 2% MERALCO
shares, acquisition of JJC, higher equity in net earnings and other comprehensive income of
associates, net of dividends earned for the period (see Note 10 attached to the 2022 Audited
• Service concession assets – (Increase) Part of the Company’s commitment to deliver world-class
service is to continuously invest in its service coverage area (see Note 12 attached to the 2022 Audited
Consolidated Financial Statements for the nature of the additions to the service concession assets).
o Toll Operations. (i) Ongoing/completed construction in 2022: CALAX, NLEX Connector Road
Project, C5 South Link and Segment 4 extension & Segment 5 and CCLEC’s Cebu Cordova Link
Expressway
o Water. For Maynilad: (i) the cost of rehabilitation works and additional construction; (ii) concession
fee drawdown for Angat Water Transmission Improvement Project and various local component
costs. For MPW: (i) additions from the implementation of the water concession project of MPIWI
with MIWD and (ii) various development cost for MPDW.
o Rail. Additions substantially pertain to the construction of the Cavite Extension.
• Property, plant and equipment – (Increase) This is attributable to the consolidation of Landco and
additional Right-of-Use assets on new lease contracts (see Note 13 attached to the 2022 Audited
• Intangible assets – (Increase) Intangible assets increased due to additions to software (see Note 11
which LRMC expects to utilize against its future taxable income.
• Other noncurrent assets – (Increase) This pertains to the consolidation of Landco and investments in
equity instruments at FVOCI (see Note 4, Business Combinations, Disposals, and Changes in Non-
controlling Interests and Note 29, Significant Contracts, Agreements and Commitments to the 2022
Audited Consolidated Financial Statements).
83
SCHEDULE I
accounts.
Increase
2022 % 2021 % Amount %
(in Php millions)
Current Liabilities
liabilities 44,784 58 36,704 63 8,080 22
Income tax payable 1,283 2 949 2 334 35
Due to related parties 83 - 101 - (18) (18)
long-term debt 20,842 27 11,649 20 9,193 79
Current portion of:
Provisions 8,337 11 7,951 14 386 5
payable 1,289 2 1,098 1 191 17
76,618 100 58,452 100 18,166 31
Provisions 3,030 1 3,538 1 (508) (14)
payable 28,453 9 30,198 10 (1,745) (6)
Long-term debt 271,625 84 234,693 81 36,932 16
Deferred tax liabilities 9,898 3 9,882 3 16 -
Other long-term liabilities 9,131 3 10,706 5 (1,575) (15)
322,137 100 289,017 100 33,120 11
Equity
Capital stock 31,661 16 31,661 16 - -
Additional paid-in capital 68,638 34 68,638 36 - -
Treasury shares (10,703) (5) (5,705) (3) (4,998) 88
Equity reserves (1,377) (1) (1,352) (1) (25) 2
reserve 6,177 3 1,587 1 4,590 289
the Parent Company 200,088 100 193,304 100 6,784 386
84
SCHEDULE I
• Accounts Payable and Other Current Liabilities – (Increase) This pertains mainly to increased costs with
increased economic activity, project costs, Landco’s operating accruals and reclassification of LTIP
payable (see Note 15, Accounts Payable and Other Current Liabilities to the 2022 Audited Consolidated
• Income Tax Payable – (Increase) This pertains to higher corporate income taxes as a result of higher
taxable income for the period.
• Due to related parties – (Decrease) The decrease is due to the elimination of Landco-related payables
upon its consolidation (see Notes 4 and 10 attached to the 2022 Audited Consolidated Financial
Statements).
• Provisions – current and noncurrent portions – (Increase) This account includes provision for heavy
maintenance and estimated liabilities for losses on claims of third parties. (see Notes 16, Provisions to
• Short-term and long-term debt – current and noncurrent portions – (Increase) See Note 18, Short-term
and Long-term Debt to the 2022 Audited Consolidated Financial Statements for details of the
Company’s loan facilities and borrowings.
• Service concession fees payable – current and noncurrent portions – (Decrease) For the movement in
the service concession fees payable, see Note 17, Service Concession Fees Payable attached to the
• Other long-term liabilities – (Decrease) This pertains to the decrease in retention payables related to
CCLEC’s construction costs (now fully complete and operating) and the reclassification of the LTIP
payable at MPIC as current which is due in 2023 (see Note 23, Personnel Costs and Employee Benefits
• Treasury Shares – (Increase) Implementation of the Share Buyback Program in 2022 (see Note 20
• Other comprehensive income (loss) reserve – (Increase) See discussion in MPIC Consolidated
• Non-controlling interest – (Increase) Additional equity infusion of non-controlling shareholders (see

Consolidated Statements of Changes in Equity for the other movements in the Non-controlling Interest
account).
85
SCHEDULE I
Increase
Audited (Decrease)
2022 2021 Amount %
(in Php Millions)
Cash Flows
Net cash provided by operating activities 22,728 19,720 3,008 15
Net cash used in investing activities (57,794) (18,246) 39,548 217
activities 23,803 (4,810) 28,613 595
Net increase in cash and cash equivalents (11,263) (3,336) (7,927) 238
Capital expenditures 41,462 37,148 4,314 12
Capitalization
debt 20,842 11,649 9,193 79
Total 292,467 246,342 46,125 19
Parent Company 200,088 193,304 6,784 4
Cash and cash equivalents 33,595 44,858 (11,263) (26)

Short-term placements 8,827 4,712 4,115 93
totaled P
= 42,422 million, a decrease of P
= 7,148 million from P
= 49,570 million as at December 31, 2021. The
decrease is mainly due to MPIC’s share buyback, acquisition of additional MERALCO shares, loan and
interest payments and capital expenditures of the Group. Refer to the Company’s Consolidated Statements
of Cash Flows in the 2022 Audited Consolidated Financial Statements.
MPIC’s consolidated net operating cash flow in 2022 posted a 15% increase from the previous year driven
by strong performance of the group as the economy fully re-opened and business operations ramped up
during the year.
Net cash used in investing activities amounted to P= 57,794 million in 2022, higher by 217% as compared
with the same period last year due to the acquisition of MERALCO shares and higher capex on toll and
water projects. In 2021, the Company had proceeds from sale of DMT and GBPC, net of investment in KM
Infra. (see Notes 10, 12, and 32 attached to the 2022 Audited Consolidated Financial Statements).
86
SCHEDULE I
The Company’s consolidated net cash provided by financing activities during the period was higher at
P
= 23,803 million mainly driven by higher loan availments during the period.
V(ii) 2021 versus 2020: MPIC Consolidated Statements of Income
Increase
Audited Amount %
(in Php Millions)
Operating Revenues 48,573 61,924 (13,351) (22)
Operations under PFRS 5 5,012 21,069 (16,057) (76)
Cost of Sales and Services 21,986 30,843 (8,857) (29)
Operations under PFRS 5 3,392 13,574 (10,182) (75)
General and administrative expenses 11,097 13,052 (1,955) (15)
Continuing operations 10,417 9,589 828 9
Operations under PFRS 5 680 3,463 (2,783) (80)
Interest expense 9,686 11,760 (2,074) (18)
Continuing operations 9,230 10,010 (780) (8)
Operations under PFRS 5 456 1,750 (1,294) (74)
10,454 8,267 2,187 26
ventures
Operations under PFRS 5 152 930 (778) (84)
Interest income 750 1,369 (619) (45)
Continuing operations 745 1,229 (484) (39)
Operations under PFRS 5 5 140 (135) (96)
Construction revenue 27,014 33,988 (6,974) (21)
Construction costs (27,014) (33,988) 6,974 21
Other income (expense) - net (4,288) (942) (3,376) (370)
Continuing operations: Provision for decline in
(9,089) (1,685) (7,404) (439)
value of assets
Operations under PFRS 5 4,893 1,066 3,827 359
Others (92) (323) 231 72
Provision for income tax 1,051 4,716 (3,665) (78)
Continuing operations 1,259 3,728 (2,469) (66)
Operations under PFRS 5 (208) 988 (1,196) (121)
10,119 4,748 5,371 113
Parent Company
attributable to owners of the Parent 4,411 (3,578) 7,989 223
Company
14,530 1,170 13,360 1,142
Core income 12,325 10,238 2,087 20
Non-recurring income (expense) (2,206) (5,490) 3,284 (60)
87
SCHEDULE I
Revenues
The Company’s revenues from continuing operations increased by 7% to P = 43,561 million as quarantine
measures are reduced, allowing more businesses to open up with increased operating capacity and as
both the government and private sectors continue to roll out COVID-19 vaccination.
 Net toll revenue increased by 29% to P

= 17,485 million as average daily entries in 2021 moved as
follows:
o NLEX up by 25% with increased mobility inside NCR
o CALAX more than doubled with opening of more segments
o SCTEX and CAVITEX both improved by 26% and 16%, respectively
 Water revenue declined due to lower residential and commercial demand at Maynilad offset by
Metro Dumaguete Water which started operations in February 2021
 Rail revenue decreased by 10% as operating capacity remains reduced to observe physical
distancing and because of overall lower demand

Cost of sales and services from continuing operations increased by 8% to P = 18,594 million driven mainly by
the increase in amortization of service concession assets due to increased CAPEX, higher utilities and
supplies utilization in Maynilad’s water treatment plants (see Note 21, Costs of Sales and Services to the
2021 Audited Consolidated Financial Statements).

General and administrative expenses from continuing operations increased by 9% to P = 10,417 million
mainly due to increased economic activities and business operations as a result of less restrictive
quarantine measures (see Note 22, General and Administrative Expenses to the 2021 Audited
Interest expense
Interest expense from continuing operations decreased by 8% to P
= 9,230 million as a result of the various
rate reduction initiatives across the Group.

Share in net earnings of equity method investees from continuing operations increased by 40% to
P
= 10,302 million mainly due to higher share in net earnings of MERALCO from higher volume sold and with
the full impairment of its investment in PLP, a gas-fired power plant in Singapore recorded in 2020 (see
discussion under section II - OPERATING SEGMENTS OF THE GROUP).
Interest income
Interest income declined during the year with lower interest rates on cash deposits and placements
compared to last year.
Continuing operations: Provision for decline in value of assets.

Provision for impairment of various assets pertain to LRMC’s service concession assets amounting to
P
= 5,985 million, assets related to the winding down of the warehousing business, P = 1,062 million, PNW’s and
ESTII’s intangible assets, P= 1,720 million (see Notes 8, 9, 11-14 to the 2021 Audited Consolidated Financial
Statements).
Operations under PFRS 5

The increase from P
= 1,066 million to P
= 4,893 million is attributable to the gain recognized from the sale of
GBPC (see Note 33, Deconsolidation of GBPC in 2021 to the 2021 Audited Consolidated Financial
Statements).
88
SCHEDULE I

Income taxes declined during the year in light of the implementation of CREATE, where corporate income
tax was reduced from 30% to 25% (see Note 26, Income Tax to the 2021 Audited Consolidated Financial
Statements).

Consolidated net income attributable to equity holders of the Parent Company grew significantly to
P
= 10,119 million from P= 4,748 million mainly driven by the gain on sale of investments in DMT and GBPC
during the first quarter of 2021 and outstanding operational results of key segments for the year.

The turnaround from a loss of P
= 4,414 million to other comprehensive income of P
= 4,839 million is mainly
due to MPIC’s share in remeasurement adjustments on retirement and other post-employment liabilities of
MERALCO and cumulative translation adjustments related to the Company’s foreign investments.

Isolating the non-recurring items, MPIC’s consolidated core income of P = 12,325 million for the year 2021
increased by 20% as compared with the prior year as a result of less restrictive quarantine protocols and
continuous roll-out of COVID-19 vaccination across the country, promoting increased economic activity.
This has driven up electricity consumption and toll road traffic, resulting in 6% and 58% higher contribution
from power and toll roads, respectively. Water consumption, in contrast, remained low, with a 10% drop
from the previous year. Rail operation remained at reduced capacity following the sustained physical
distancing protocol inside the trains.
Power accounted for P = 11.2 billion or 65% of contribution from operations; Toll roads contributed P
= 3.9 billion
or 23%; Water contributed P = 2.8 billion or 16%; and, MPIC’s other businesses, mainly Hospitals, Rail, and
Logistics, incurred an overall loss of P= 734 million.
Non-recurring loss - net

Non-recurring expense amounting to P = 2,206 million for the year ended December 31, 2021 is mainly
composed of various provisions for decline in value of assets and project costs offset by the gain on sale of
investments in GBPC and DMT. Non-recurring expense for the year ended December 31, 2020 was
primarily driven by the full provisioning for the carrying value of MERALCO’s investment in PLP.
89
SCHEDULE I
Power
year, driven by higher volume sold and increased contribution from its different business units and
subsidiaries.
Increase
(in Php Millions)
Revenues 318,547 275,304 43,243 16
Expenses 289,203 254,313 34,890 14
Core income 24,608 21,711 2,897 13
of MERALCO 23,498 16,316 7,182 44
Increase
2021 2020 Amount %
System Loss (12-month moving average) 5.85% 6.08% (0.23%) (4)
Average Distribution Revenue per kWh YTD 1.38 1.39 (0.01) -
MERALCO’s core net income for 2021 increased by 13% to P

= 24.6 billion, driven mainly by a 6% increase in
volume sold.
Residential volumes grew 3% despite cooler temperatures with continued work-from-home and remote
learning arrangements amid lockdowns. This accounted for 37% of total energy sales.
Commercial energy sales volume showed 3% growth resulting from the ramp-up of vaccination activities and
ease in restrictions, as well as higher foot traffic and relaxed rules for minors that drove demand in the retail,
restaurants, public transport, and hospitality sectors.
Industrial sales volumes returned to near pre-pandemic level with its 13% growth owing to the strong
performance of the semiconductor industry with high demand for microchips, electronic parts, and devices,
as well as higher operational output in the construction-related (cement and steel), food and beverage, and
plastics industries.
Total revenues increased 16% to ₱318.5 billion, ₱63.4 billion of which pertains to consolidated distribution
revenues which grew 5%.
Reported net income grew 44% in comparison with 2020 when earnings were affected by the ₱2.7 billion
reduction in the carrying value of MERALCO’s investment in PLP.
Capital expenditure amounted to ₱27.5 billion, 32% higher than in 2020. Networks CAPEX consisted of new
connections, asset renewals, load growth projects, support for the government’s Build, Build, Build program,
and the MERALCO Electrification Program.
90
SCHEDULE I
MERALCO fully supports the DOE’s Renewable Portfolio Standards and has committed to securing
1,500 MW of its power requirements from renewable energy sources in the next five years. More
importantly, MERALCO is also accelerating its renewable energy plan of up to 1,500 MW of clean energy
capacity in the next five to seven years.
 MERALCO’s maiden solar project, BulacanSol (50 MWac) – the country’s largest single operating
solar plant, began operations in May 2021 and delivered 67 GWh of solar energy during the year
 Another solar power plant with 78 MWac capacity is under construction in Rizal and will go online in
the third quarter of 2022
 Other pipeline projects under development:

i. 45 MWac solar plant in Cordon, Isabel
ii. 68 MWac solar plant in Ilocos Norte
iii. In 2022 and beyond, MERALCO is looking at exploring solar/storage opportunities that can
compete in the mid-merit space
In March 2022, MPIC completed the transfer of its 56% ownership stake in GBP to MERALCO Powergen
Corp. and recognized a net gain of ₱4.6 billion from this transaction while still retaining an indirect
economic interest in GBP through its investment in MERALCO.
Toll Operations
Increase
(in Php Millions)
Core EBITDA 11,949 8,771 3,178 36
Core Income 3,903 2,697 1,206 45
holders of MPTC 2,651 2,296 355 15
Increase
2021 2020 Amount %
NLEX 262,220 209,719 52,501 25
SCTEX 56,381 44,784 11,597 26
CAVITEX 145,556 125,797 19,759 16
CALAX 19,010 8,520 10,490 123
CII B&R 42,708 42,266 442 1
PT Nusantara 221,702 200,061 21,641 11
MPTC recorded core income of P = 3,903 million for the year ended 2021, up by 45% from P = 2,697 million a
year earlier driven by higher average daily vehicle entries with the relaxation of quarantine restrictions and
roll-out of COVID-19 vaccination program. Furthermore, MPTC benefited from lower tax rates with the
signing of “CREATE” Law in 2021.
91
SCHEDULE I
averaged 747,580 a day for the period compared with 631,147 in 2020.

improvement in economic activities despite recurring lockdowns.
MPTC launched MPT Mobility to provide cutting-edge mobility solutions tethered to digital technology. It is
poised to be among the pacesetters of digital adoption with a conglomeration of seven new business units
offering digitally driven solutions.
Set to go online soon are the following subsidiaries of MPT Mobility: Dibztech, Easytrip Services
Corporation, and Southbend Express Services Inc. and three (3) other business segments: Drive and Dine,
Spot On, and One Hub. All of these are geared towards addressing a variety of customer needs and
providing operation and life conveniences via a digital interface.
Significant progress in expansion projects was achieved as follows:
 Start of commercial operations of the 8.2 km Subic Freeport Expressway Expansion – This
₱2.2 billion project connects Bataan, Zambales, Pampanga and the rest of Central Luzon through
the Subic-Clark-Tarlac Expressway and will serve approximately 10,000 motorists daily
 Blessing and ceremonial lighting of crosses on the CCLEX main bridge pylons to commemorate the
500th anniversary of Christianity in the Philippines – The central span of the CCLEX was joined on
October 5, 2021, finally linking Cebu City and the Municipality of Cordova. Spanning 8.9 kilometers,
this ₱30.5-billion project will be the longest and tallest bridge in the Philippines. It is expected to be
completed in 2022.
Aside from blazing the trail in modernizing Cebu’s infrastructure and transportation, MPTC, through
its RFID system, is keeping road user safety and convenience at the forefront as it adopts an all-
electronic toll collection system for the CCLEX.
 The Cavite-Laguna Expressway Subsection 5, which connects Silang East to Sta. Rosa-Tagaytay
Road Interchange, was inaugurated on August 24, 2021. This extends the expressway’s operating
sections from 7.4 to 14.6 kilometers.
MPTC expects to spend an additional P= 25 billion if it secures the Cavite-Tagaytay-Batangas Expressway

(“CTBEx”) project following a Swiss Challenge expected in 2022.
Average daily vehicle entries for MPIC’s toll investments outside the Philippines increased 9% to 264,410 in
2021 compared with 242,327 a year earlier with new road openings during the period.
New road openings follow:
 Indonesia. Inauguration of the A.P. Pettarani Elevated Road –This 4.3 km fly-over toll road, located
in Makassar City, is the first elevated toll road in Eastern Indonesia and on Sulawesi Island
 Vietnam. Start of toll operations of 11 km Hanoi Highway (Phase 1)
In February 2021, MPTC sold its entire 29.45% indirect stake in Don Muang Tollway Public Company Ltd.
In Thailand for P
= 7.2 billion. Proceeds from this sale was used to fund MPTC’s expansion projects. (See
Note 10, Investments and Advances to the 2021 Audited Consolidated Financial Statements
92
SCHEDULE I
Water
Increase
(in Php Millions)
Revenues 21,950 22,937 (987) (4)
Costs and Expenses 11,274 11,335 (61) (1)
Core EBITDA 14,802 15,524 (722) (5)
Core Income 6,531 6,530 1 0
Reported Net Income 6,143 6,425 (282) (4)
Capital Expenditure 8,551 7,794 757 10
Increase
2021 2020 Amount %
Volume of water supplied (MCM) 762.3 725.8 36.5 5
Volume of water billed (MCM) - Maynilad 519.6 536.4 (16.8) (3)
Volume of water billed (MCM) - Consolidated 537.2 555.5 (18.3) (3)
Non revenue water % DMA (average) 31.8% 26.1% 5.8% 22
Non revenue water % DMA (period end) 33.1% 30.9% 2.2% 7
Domestic (residential and semi-business) 83.9% 83.8% 0.1% 0
Non-domestic (commercial and industrial) 16.1% 16.2% -0.1% (1)
= 2,760 million for the year, 10% lower than last year, with
reduced contribution from both Maynilad and MPW.
Maynilad
Revenues declined by 4% mainly driven by 3% drop in volume sold as volume consumption throughout the
year remained low except for the industrial sector which showed slight growth as more businesses
reopened.
Maynilad’s core net income for the period is at par with last year’s despite lower revenues due to the
favourable impact of the CREATE Law on income tax.
As discussed in Note 29, Significant Contracts, Agreements and Contingencies to the 2021 Audited
Consolidated Financial Statements, on May 18, 2021, Maynilad and MWSS signed the RCA that will
govern the provision by Maynilad of water and wastewater services in the West Zone of the MWSS Service
Area upon its effectivity. In 2021, the presentation of the consolidated financial statements, including the
amortization of Maynilad’s service concession asset, is still based on the existing Concession Agreement.
Capital expenditures amounting to ₱8.6 billion and was largely used to fund new water treatment plants.
93
SCHEDULE I
In January 2021, Maynilad’s Putatan Water Treatment Plant 2 (“PWTP 2”) was conferred an award of
distinction under the “Water Project of the Year” category of the Global Water Awards 2020. The Global
Water Awards recognize the most important achievements in the international water industry. PWTP 2,
Maynilad’s second facility to tap Laguna Lake as raw water source, gained recognition for its crucial role in
addressing water security in Metro Manila. The facility was built to help moderate over-dependence on
Angat Dam and expand water service to Maynilad customers in the southern part of its West Concession
area. This recognition is a testament to Maynilad’s projects stand side-by-side with the best water initiatives
in the world.
Maynilad also received “Utility of the Future” citation from the World Bank in recognition of its commitment
to become “a future-focused utility which provides reliable, safe, inclusive, transparent, and responsive
water supply and sanitation services through best-fit practices that allow it to operate in an efficient,
resilient, and sustainable manner”.
Maynilad completed the installation of its ₱78 million Julian Modular Treatment Plant (“MTP”) and will
produce 4 million liters of water per day once it becomes operational by the second quarter of 2022,
improving water availability and pressure for about 19,000 customers.
Further investments on an additional 125 MLD of supply augmentation projects are underway, of which
43 MLD will also be available by mid-2022 in anticipation of further water supply constraints.
On January 7, 2022, Maynilad was granted a 25-year franchise affirming its authority to establish, operate
and maintain a waterworks system and sewerage and sanitation services in the West Zone Service Area of
Metro Manila and Province of Cavite. The franchise became effective on January 22, 2022 (15 days after
its publication in the Official Gazette on January 7, 2022).
Rail
Increase
(in Php Millions)
Farebox revenues 1,133 1,263 (130) (10)
Expenses 1,995 2,018 (23) (1)
Core EBITDA (699) (700) 1 -
Core Loss (571) (689) 118 (17)
Reported Net Loss (564) (713) 149 (21)
Increase
2021 2020 Amount %
Average daily ridership 124,239 186,021 (61,782) (33)
Metro Manila.
LRMC reported a core loss of P= 571 million in 2021 as operating capacity remained restricted due to the
implementation of physical distancing protocols and lower overall demand.
Average daily ridership decreased 33% to 124,329 compared with 186,021 a year earlier owing to the 30%
cap on overall ridership capacity versus pre-pandemic volumes. With the shift to COVID-19 Alert Level 1 in
Metro Manila starting March 1, 2022, LRT-1 capacity has been increased to 100%.
94
SCHEDULE I
LRMC has received a total of twelve (12) Gen-4 train sets to date, each with a total capacity of around
1,400 passengers. The new trains will need to undergo complete safety checks, inspections, and required
test runs with minimum kilometers and acceptance tests before deployment for use in mid-2022.
Construction activities for the LRT-1 Cavite Extension project are currently in various stages of
development and continue to progress even amidst quarantine measures. Since the start of civil works in
September 2019, the project completion rate has now reached 69.1% for Phase 1 of the extension.
V(i). MPIC Consolidated Statement of Financial Position
Assets
Increase
2021 % 2020 % Amount %
(in Php Millions)
ASSETS
Current assets
Cash and cash equivalents 44,858 62 41,539 29 3,319 8
Short-term placements 4,712 7 7,283 5 (2,571) (35)
Restricted cash 1,975 3 1,852 1 123 7
Receivables 8,272 11 8,228 6 44 1
Other current assets 12,595 17 8,007 6 4,588 57
72,412 100 66,909 47 5,503 8
Assets under PFRS 5 - - 75,969 53 (75,969) (100)
72,412 100 142,878 100 (70,466) (49)
Noncurrent Assets
Property, plant and equipment 6,763 1 6,878 1 (115) (2)
Goodwill 15,241 3 15,337 3 (96) (1)
Intangible assets 337 0 705 0 (368) (52)
Deferred tax assets 602 0 201 0 401 200
511,922 100 474,918 100 37,004 8
On December 23, 2020, BPHI entered into a share purchase agreement with MGen for the sale by BPHI of
56% of the issued and outstanding shares of GBPC. Accordingly, GBPC qualified as a group held for
deemed disposal as of December 31, 2020 with GBPC’s assets and liabilities previously consolidated in the
Company’s statement of financial position reclassified to “Assets under PFRS 5” and “Liabilities under
PFRS 5”, respectively, as at December 31, 2020. Upon completion of the transaction on March 31, 2022,
MPIC deconsolidated GBPC. Hence, significant decreases in the total asset and total liabilities are mainly
attributable to the deconsolidation of GBPC’s assets and liabilities.
95
SCHEDULE I
• Cash and cash equivalents – (Increase) Sale of DMT and GBPC in the first quarter of 2021, better
operating results and lower income taxes paid in light of CREATE increased the Group’s cash position
(see section Liquidity and Capital Resources for the summary of the Group’s statement of cash flows
for 2021).
• Short-term placements – (Decrease) see Note 7, Cash and Cash Equivalents, Short-Term Placements
and Restricted Cash to the 2021 Audited Consolidated Financial Statements.
• Receivables – current and noncurrent portions – (Increase) Advances to DPWH increased as the
Company continues to advance settlement of ROW to complete the remaining CALAX segments (see
Note 8 to the 2021 Audited Consolidated Financial Statements).
• Other current assets – (Increase) The increase is mainly attributable to the receivable from MGen for
the sale of GBPC (see Notes 9 and 33 to the 2021 Audited Consolidated Financial Statements).
• Assets under PFRS 5 – (Decrease) The reduction to nil is attributable to the closing of the sale of
GBPC to MGen in 2021.
• Investments and advances – (Increase) The movement in this account is attributable to the following:
(i) acquisition of PCSPC; and, (ii) recognition of the share in the investees’ total comprehensive income
(see Note 10 to the 2021 Audited Consolidated Financial Statements).
• Service concession assets – (Increase) Mainly due to the additional capital expenditures (see Note 12
to the 2021 Audited Consolidated Financial Statements for the nature of the additions to the service
concession assets).
o Toll Operations. (i) Ongoing construction: CALAX, NLEX Connector Road Project, C5 South Link
and Segment 4 extension & Segment 5 and CCLEC’s Cebu Cordova Link Expressway (ii)
completed construction during 2021: Subic Freeport Expressway expansion, CIC’s CAVITEX R1
and R1 Enhancement and PT Nusantara’s Pettarani, Makassar.
o Water. For Maynilad: (i) the cost of rehabilitation works and additional construction; (ii) concession
fee drawdown for Angat Water Transmission Improvement Project and various local component
costs. For MPW: (i) additions from the implementation of the water concession project of MPIWI
with MIWD and (ii) various development cost for MPDW.
o Rail. Additions substantially pertain to the on-going rehabilitation of the LRT-1 existing line and the
construction of the Cavite Extension.
• Property, plant and equipment – (Decrease) In light of the discontinuation of the warehousing business,
various right-of-use assets were written of in 2021 (see Note 13 to the 2021 Audited Consolidated
• Intangible assets – (Decrease) Intangible assets decreased due to impairment provision made against
ESTII’s customer contracts (see Note 11 to the 2021 Audited Consolidated Financial Statements).
which LRMC expects to utilize against its future taxable income.
• Other noncurrent assets – (Increase) This is mainly attributable to the increase in the Advances to
Contractors and Consultants account (see Note 9 to the 2021 Audited Consolidated Financial
Statements).
96
SCHEDULE I
accounts.
Increase
2021 % 2020 % Amount %
(in Php millions)
Current Liabilities
liabilities 36,704 63 35,172 30 1,532 4
Income tax payable 949 2 927 1 22 2
Due to related parties 101 - 2,481 2 (2,380) (96)
long-term debt 11,649 20 23,961 21 (12,312) (51)
Liabilities under PFRS 5 - - 40,519 35 (40,519) (100)
Current portion of:
Provisions 7,951 14 6,708 6 1,243 19
payable 1,098 1 5,826 5 (4,728) (81)
58,452 100 115,594 100 (57,142) (49)
Provisions 3,538 1 3,416 1 122 4
payable 30,198 10 23,608 9 6,590 28
Long-term debt 234,693 81 207,405 81 27,288 13
Deferred tax liabilities 9,882 3 11,161 4 (1,279) (11)
Other long-term liabilities 10,706 5 12,265 5 (1,559) (13)
289,017 100 257,855 100 31,162 12
Equity
Capital stock 31,661 16 31,661 17 - -
Additional paid-in capital 68,638 36 68,638 37 - -
Treasury shares (5,705) (3) (3,420) (2) (2,285) 67
Equity reserves (1,352) (1) (943) (1) (409) 43
reserve 1,587 1 (2,974) (2) 4,561 (153)
the Parent Company 193,304 100 184,860 100 8,444 (36)
Non-controlling interest 43,561 59,487 (15,926) (27)
97
SCHEDULE I
• Due to related parties – (Decrease) The decrease is mainly driven by the final payment to PCEV in
relation to the acquisition of shares in Beacon Electric (see Notes 19 and 37 to the 2021 Audited
• Provisions – current and noncurrent portions – (Increase) The movement pertains to estimated tax
warranties and indemnities in relation to the deconsolidation of GBPC and MPH, and other claims from
third parties (see Notes 16 and 33 to the 2021 Audited Consolidated Financial Statements).
• Short-term and long-term debt – current and noncurrent portions – (Increase) Additional loans were
obtained by MPIC, MPTC and LRMC to finance new projects (see Note 18 to the 2021 Audited
• Liabilities under PFRS 5 – (Decrease) The reduction to nil is attributable to the closing of the sale of
GBPC to MGen in March 2021.
• Service concession fees payable – current and noncurrent portions – (Increase) Increase pertains to
Maynilad’s additional concession fees drawdown for Angat Water Transmission Improvement Project
and applicable interest accretion for the period. For the movement in the service concession fees
payable, see Note 17 to the 2021 Audited Consolidated Financial Statements.
• Deferred tax liabilities – (Decrease) The decline from 2020 represents the remeasurement from 30% to
25% in light of CREATE and the change in the manner of expense deduction for calculating future
taxes.
• Other long-term liabilities – (Decrease) The decrease pertains mainly to the termination of leases in
MMI consistent with the winding down of its warehousing business (see Note 13 to the 2021 Audited
Consolidated Financial Statements) and the reclass of MPTC’s LTIP payable to current liabilities as it
falls due in 2022.
• Treasury Shares – (Increase) Implementation of the Share Buyback Program in 2021 (see Note 20 to
• Other comprehensive income (loss) reserve – (Turnaround) See discussion in MPIC Consolidated
• Non-controlling interest – (Decrease) Decrease is mainly due to the deconsolidation of GBPC (see Note
33 to the 2021 Audited Consolidated Financial Statements and the Consolidated Statements of
Changes in Equity for the other movements in the Non-controlling Interest account).
98
SCHEDULE I
Increase
Audited (Decrease)
2021 2020 Amount %
(in Php Millions)
Cash Flows
Net cash provided by operating activities 19,720 21,727 (2,007) (9)
Net cash used in investing activities (18,246) (31,793) (13,547) (43)
activities (4,810) (14,951) 10,141 68
Net increase in cash and cash equivalents (3,336) (25,017) 21,681 (87)
Capital expenditures 37,148 36,920 228 1
Capitalization
debt 11,649 23,961 (12,312) (51)
Total 246,342 231,366 14,976 6
Non-controlling interest 43,561 59,487 (15,926) (27)
Parent Company 193,304 184,860 8,444 5
Cash and cash equivalents 44,858 41,539 2,152 5

Short-term placements 4,712 7,283 (1,404) (19)
totaled P= 49,570 million, an increase of P
= 748 million from P
= 48,822 million as at December 31, 2020. Higher
cash level is due to the sale of GBPC and DMT, coupled by better operating results and savings in taxes in
light of CREATE. Refer to the Company’s Consolidated Statements of Cash Flows in the 2021 Audited
MPIC’s consolidated net operating cash flow in 2021 posted a 9% decline from P = 21,727 million largely
attributable to the deconsolidation of GBPC and lower interest income received in light of lower placement
rates.
Net cash used in investing activities amounted to P

= 18,246 million in 2021, lower by 43% as compared with
last year. During the period, the Company sold DMT and GBPC and acquired Philippine Coastal Storage
and Pipeline Corporation (see Note 33 to the 2021 Audited Consolidated Financial Statements).
99
SCHEDULE I
The Company’s consolidated net cash used in financing activities during the period was significantly lower
at P
= 4,810 million mainly driven by the higher loan repayments and concession fees paid in the previous
year and lower interest payments as a result of various rate reduction initiatives across the Group.
Item 7. Consolidated Financial Statements
See Exhibit I - 2023 Audited Consolidated Financial Statements
100
SCHEDULE I
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Information of Independent Accountant and Other Related Matters
1. External Audit Fees and Services
Below are the fees paid for by the Registrant to its External Auditor:
Type of Service Nature of Service 2023 2022 2021

Audit and Audit Audit of registrant’s P
= 12,500,000 P
= 11,200,000 P
= 30,300,000
related fees annual financial
statements and
review of quarterly
results
Non-Audit Fees Financial accounting - -
and advisory
services for a bid
project
Financial and Tax - -
Due Diligence
Agreed Upon 380,000 4,140,000 -
Procedure
Tax Advisory 50,750 -
services
The individual audit committees of the registrant and subsidiaries review and approve the audit plan
and scope of work for the above services and ensure that the rates are competitive as compared to the
fees charged by other equally competent external auditors performing similar nature and volume of
activities.
2. Changes in and Disagreements with Independent Auditors on Accounting and Financial Disclosure
The auditing firm of SGV & Co. (“SGV”) is MPIC’s independent auditors since 2006.
Representatives of the said firm are expected to be present at the annual stockholders’ meeting and
will have the opportunity to make a statement if they desire to do so and are expected to be available
to respond to appropriate questions.
During the Parent Company’s three most recent years or any subsequent interim periods, there was no
instance when the Parent Company’s independent auditors have resigned or have indicated that they
decline to stand for re-election or have been dismissed or where the Parent Company had any
disagreement with its independent auditors or financial disclosure issue.
The 2023 audit of the Company is in compliance with paragraph (3)(b)(ix) of the Securities Regulation
Code Rule 68, as amended, which provides that the rotation of external auditors should be as
prescribed in the Code of Ethics for Professional Accountants in the Philippines (“Code of Ethics”) as
adopted by the Board of Accountancy and the Professional Regulation Commission and such other
standards as may be adopted by the SEC. Consistent with the Code of Ethics, the rotation is now
required after seven years.
SGV is willing to stand for re-election as external auditor of MPIC for the ensuing year.
101
SCHEDULE I
PART III – CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Issuer
Directors
The following are the names, ages, citizenship and periods of service of the incumbent directors of the Parent
Company. Most of the directors have been nominated for re-election at the Annual Shareholder’s Meeting
while Messrs. Ang, Takehiko, Yoshitoshi, Del Rosario, Veloso and Yang were elected during the Special
Board Meeting of the Parent Company on October 17, 2023:
Period during which

Name Age Citizenship individual has served as
such
Manuel V. Pangilinan 77 Filipino March 2006 up to present
June Cheryl A. Cabal- Filipino December 2020 up to
50
Revilla present
Jose Ma. K. Lim 71 Filipino March 2006 up to present
Augusto P. Palisoc Jr. 66 Filipino March 2006 up to present
Ramoncito S. Fernandez 67 Filipino June 2009 up to present
Ray C. Espinosa Filipino November 2009 up to
67
present
Alfred V. Ty Filipino November 2015 up to
56
present
Francisco C. Sebastian 69 Filipino June 2016 up to present
Rogelio L. Singson 75 Filipino May 2023 up to present
Ramon S. Ang 70 Filipino October 2023 up to present
Ainoya Takehiko 52 Japanese October 2023 up to present
Iwami Yoshitoshi 48 Japanese October 2023 up to present
Rodolfo G. Del Rosario Jr. 60 Filipino October 2023 up to present
Jose Arnulfo A. Veloso 58 Filipino October 2023 up to present
Stanley H. Yang 47 Chinese October 2023 up to present
Officers and Advisors
The following are the names, ages, positions, citizenship and periods of service of the incumbent officers
and advisors of the Parent Company:
Period during which

individual has served as
Name Age Position Citizenship
such
March 2006 to present as
Chairman, President Chairman
Manuel V. Pangilinan 77 Filipino
and CEO January 2021 to present as
President & CEO
Executive Vice
President, Chief
June Cheryl A. Cabal-
50 Financial Officer, Chief Filipino December 2020 to present
Revilla
Sustainability Officer
and Chief Risk Officer
Vice President - PR
Melody M. del Rosario 59 Filipino March 2006 to present
and Corporate
102
SCHEDULE I
Period during which

individual has served as
Name Age Position Citizenship
such
Communications
Corporate Secretary,
Vice President – Legal,
Compliance Officer,
Ricardo M. Pilares III 42 Filipino February 2018 to present
Corporate Governance
Officer and Corporate
Secretary
Nancy Kathleen S. Vice President –
43 Filipino June 2021 to present
Roxas Treasury
Vice President –
Maricris A. Ysmael 44 Investor Relations and Filipino February 2019 to present
Data Protection Officer
Vice President – Group
Marisa V. Conde 53 Filipino February 2021 to present
Controller
Assistant Vice
Kristine Pineda-Fragante 36 President – Financial Filipino February 2018 to present
Reporting and Planning
Cristina S. Palma Gil- Assistant Corporate
55 Filipino May 2013 to present
Fernandez Secretary
Ma. Joanna Carmela P.
35 Internal Audit Head Filipino October 2019 to present
Sanalila
Head of Government
Michael T. Toledo 63 Relations and Public Filipino December 2020 to present
Affairs
Assistant Vice
Francis Alvin V. Asilo 38 Filipino June 2021 to present
President – Legal
Vice President –
Ryan Jerome Chua 37 Filipino November 2021 to present
Assistant Vice
Ma. Clarice U. Marucut 43 President – Business Filipino January 2022 to present
Development
Stanley H. Yang 47 Senior Adviser Chinese October 2022 to present
Assistant Vice
Ronald Rupert J. De
53 President – Human Filipino July 2023 to present
Guzman
Resources
The Board of Directors of the Parent Company is supported by a Council of Independent Board Advisors
consisting of the following members:
1. Artemio V. Panganiban
2. Christopher H. Young
3. Roberto C. Yap, S.J.
4. Oscar J. Hilado
5. Pedro O. Roxas
103
SCHEDULE I
Business Experience and Other Directorships
The business experience of each of the directors of the Parent Company is as follows:
1. MANUEL V. PANGILINAN
Filipino, 77 years old
Chairman of the Board of Directors, President, and CEO
Member, Finance Committee
Member, Compensation Committee
Director of Metro Pacific Investments Corporation since March 2006
Education and Training:

• BA Economics Degree, Ateneo De Manila University
• MBA Degree, Wharton School of Finance and Commerce University of Pennsylvania
• Honorary Doctorate in Humanities, San Beda College/Xavier University/Holy Angel University/Far
Eastern University
Membership in Boards of Listed Companies:

• PLDT, Inc.
• Manila Electric Company
• Philex Mining Corporation
• Philex Petroleum Corporation
• Roxas Holdings, Inc.
Membership in Boards of Non-Listed Companies other than MPIC:

• Beacon Electric Asset Holdings, Inc.
• Smart Communications, Inc.
• PLDT Communications and Energy Ventures Inc. (formerly Piltel)
• Landco Pacific Corporation
• Medical Doctors, Inc.
• Colinas Verdes Hospital Managers Corporation
• Asian Hospital, Inc.
• Maynilad Water Services, Inc.
• Mediaquest, Inc.
• Associated Broadcasting, Corporation (TV5)
• Meralco Powergen Corporation
• Metro Pacific Health Corporation (formerly: Metro Pacific Hospital Holdings, Inc.)
• MetroPac Water Investments Corporation
• Cardinal Medical Charities Foundation, Inc.
• Caritas Manila and Radio Veritas-Global Broadcasting Systems, Inc.
• Digital Telecommunications Phils.
• Digitel Mobile Philippines, Inc.
• East Manila Hospital Managers Corporation
• Ideaspace Foundation, Inc.
• Light Rail Manila Holdings, Inc.
• Light Rail Manila Corporation
• Metro Pacific Light Rail Corporation
• Metro Pacific Investments Foundation, Inc.
• Metro Vantage Properties, Inc.
• MetroPac Property Holdings, Inc.
• Metro Pacific Tollways Corporation
• Beacon Powergen Holdings, Inc.
• Metro Pacific Holdings, Inc.
104
SCHEDULE I
• Metro Pacific Tollways South Corporation

• Metro Pacific Tollways South Management Corporation
• Metro Pacific Tollways North Corporation
• Metro Pacific Tollways Vizmin Corporation
• Collared Wren Holdings, Inc.
• MPCALA Holdings, Inc.
• Larkwing Holdings, Inc.
• Maynilad Water Holding Company, Inc.
• Metro Strategic Infrastructure Holdings, Inc.
• Global Business Power Corporation
• Cebu Cordova Link Expressway Corporation
• NLEX Corporation
• Cavitex Infrastructure Corporation
• MPT Mobility Corporation (formerly: NLEX Ventures Corporation)
• MetroPac Movers, Inc.
• Metro Pacific Agro Ventures, Inc.
• Metro Pacific Nova Agro Tech, Inc.
• Metro Pacific Dairy Farms, Inc.
• Metro Pacific Fresh Farms, Inc.
• Philippine Badminton Association, Inc.
• Costa de Madera Corporation
• Fragrant Cedar Holdings, Inc.
• Metro Pacific Management Services, Inc.
• Metro Pacific Health Tech Corporation
• MetroPac Logistics Company, Inc.
• Hyperion Storage Holdings Corporation
• Philippine Tank Storage International (Holdings), Inc.
• Philippine Coastal Storage and Pipeline Corporation
• Razor Crest Storage Infrastructure Holdings Corporation
• KM Infrastructure Holdings, Inc.
• MPTS Ventures Corporation
• The Laguna Creamery, Inc.
• MIG Holdings Incorporated
Other Information:
Mr. Pangilinan founded First Pacific in 1981 and serves as its Managing Director and Chief Executive Officer.
Within the First Pacific Group, he holds the position of President Commissioner of P.T. Indofood Sukses
Makmur, the largest food company in Indonesia.
He is currently the Chairman of the Board of Trustees of the San Beda College. In August 2016, the
Samahang Basketbol ng Pilipinas (SBP) – the National Sport Association for basketball requested Mr.
Pangilinan to be its Chairman Emeritus after serving as President since February 2007. Effective January
2009, MVP assumed the Chairman of the Amateur Boxing Association of the Philippines (ABAP), a governing
body of amateur boxers in the country. In October 2009, Mr. Pangilinan was appointed as Chairman of the
Philippine Disaster Resiliency Foundation, Incorporated (PDRF), a non-profit foundation established to
formulate and implement a reconstruction strategy to rehabilitate areas devastated by floods and other
calamities. Mr. Pangilinan is Chairman of Philippine Business for Social Progress (PBSP), the largest private
sector social action organization made up of the country’s largest corporations. In June 2012, he was
appointed as Co-Chairman of the US-Philippines Business Society (USPS), a non-profit society which seeks
to broaden the relationship between the United States and the Philippines in the areas of trade, investment,
education, foreign and security policies and culture.
105
SCHEDULE I
2. JUNE CHERYL A. CABAL-REVILLA

Executive Vice President, Chief Finance Officer, Chief Sustainability Officer and Chief Risk Officer
Executive Director
Member, Audit Committee
Director of Metro Pacific Investments Corporation since December 2020

• Bachelor of Science Degree in Accountancy, De La Salle University
• Master’s Degree in Business Management Major in Finance, Asian Institute of Management


• AF Payments, Inc.
• Philippine Coastal Storage & Pipeline Corporation
• Metro Pacific Agro Ventures, Inc.
• Metro Pacific Nova Agro Tech, Inc.
• Metro Pacific Dairy Farms, Inc.
• Metro Pacific Fresh Farms, Inc.
• The Laguna Creamery, Inc.
• Metro Pacific Health Corporation
• Surallah Biogas Ventures Corp.
• Fragrant Cedar Holdings, Inc.
• Metro Pacific Investments Foundation, Inc.
• Meralco Powergen Corporation
Other Information:
Ms. June Cheryl A. Cabal-Revilla was the former Senior Vice President and Group Controller, Chief
Sustainability Officer (CSO) of the PLDT Group and the Chief Financial Officer (CFO) of Smart, PLDT-Smart
Foundation, Philippine Disaster Resilience Foundation (PDRF) and in a number of subsidiaries and affiliates
of PLDT, Smart & ePLDT. She is also the Founding Chairman of Gabay Guro, President of The Outstanding
Young Men (TOYM) Foundation, and an Appointed Member of the Financial Reporting Standards Council
(FRSC) of the Philippines. Prior to joining PLDT in June 2000 as a Certified Public Accountant and an
Executive Trainee in the Finance Group, she was a Senior Associate in the Business Audit and Advisory
106
SCHEDULE I
Group of SGV & Co. She received her Bachelor of Science Degree in Accountancy from De La Salle
University and Master’s Degree in Business Management Major in Finance from Asian Institute of
Management (AIM) where she is an outstanding alumni and a Triple A awardee by the Federation of AIM
Alumni Associations, Inc. (FAIM). She also finished her Executive Program in the Stanford Graduate School
of Business. She took the Swedish Institute Management Program and the Innovative Dynamic Education
and Action for Sustainability (IDEAS ASIA PACIFIC), a transformational leadership program of the MIT
Management Sloan School. With her sterling achievements and advocacies, she received global recognitions
here and abroad, including The Asset ESG Corporate Awards 2022 Best Sustainability Officer, 12th Asian
Excellence Awards Asia’s Best CFO, 2021 People Asia’s People of the Year Award. As a thought leader,
she is frequently invited as speaker by several international organizations.
3. JOSE MA. K. LIM

Non-Executive Director
Chairman, Compensation Committee
Member, Governance, Nomination and Sustainability Committee

• BA Philosophy Degree, Ateneo De Manila University
• MBA Degree, Asian Institute of Management


• Maynilad Water Holding Company, Inc.
• Metro Pacific Investments Foundation Inc.
• Meralco PowerGen Corporation
• AF Payments Inc.
• Light Rail Manila Holdings, Inc.
• Asian Institute of Management
• Ateneo Graduate School of Business
• Metro Pacific Tollways North Corporation
• Philippine Disaster Risk Foundation, Inc.
• Philippine Telecommunications Investment Corp.
• Metro Vantage Properties, Inc.
• MetroPac Property Holdings, Inc.
• Surallah Biogas Ventures Corp.
• MetPower Venture Partners Holdings, Inc.
• Razor Crest Infrastructure Holdings Corporation
107
SCHEDULE I

• MetroPac Logistics Company, Inc.
• Beacon PowerGen Holdings, Inc.
• Manila Medical Services, Inc.
Other Information:
Mr. Lim worked as a senior officer for various local and foreign banking institutions from 1988 to 1995. He
was Director for Investment Banking of the First National Bank of Boston from 1994 to 1995, and prior to that,
Vice President of Equitable Banking Corporation.
In 1995, Mr. Lim joined Fort Bonifacio Development Corporation (FBDC) as Treasury Vice President and
eventually was appointed Chief Finance Officer in 2000.
In 2001, Mr. Lim assumed the position of Group Vice President and Chief Finance Officer of FBDC’s parent
company, Metro Pacific Corporation (MPC) on a concurrent basis. He was then elected President and CEO
of MPC in June 2003.
In 2006, MPC was reorganized into Metro Pacific Investments Corporation. Mr. Lim was the President and
CEO of MPIC from 2006 to December 31, 2021. He continues to sit as a member of the Board of Directors
of MPIC.
Mr. Lim has received various awards relating to Corporate Governance and Investor Relations and most
recently, he was accorded the Triple A award from Asian Institute of Management for his excellent
performance in his field of profession.
He is a founding member of the Shareholders Association of the Philippines and an active member in various
business organizations.
4. AUGUSTO P. PALISOC JR.


•BA Economics (Honors), De La Salle University
•Master’s in Business Management, Asian Institute of Management

• nil

• Metro Pacific Health Corporation
• Colinas Healthcare Inc.
• Davao Doctors Hospital (Clinica Hilario) Inc.
• Davao Doctors College Inc.
• Asian Hospital, Inc.
108
SCHEDULE I
• AHI Hospital Holdings, Inc.

• Riverside Medical Center, Inc.
• Riverside College, Inc.
• Central Luzon Doctors Hospital, Inc.
• De Los Santos Medical Center, Inc.
• East Manila Hospital Managers Corporation
• Metro Pacific Zamboanga Hospital Corporation
• Western Mindanao Medical Center, Inc.
• Marikina Valley Medical Center, Inc.
• Delgado Clinic, Inc.
• Sacred Heart Hospital, Inc.
• Manila Medical Services, Inc.
• St. Elizabeth Hospital, Inc.
• Santos Clinic, Inc.
• Los Baños Doctors Hospital and Medical Center, Incorporated
• Luther Z. Ramiro Community Hospital Inc.
• Ramiro Community Hospital Inc.
• Calamba Medical Center Inc.
• Commonwealth Hospital and Medical Center Inc.
• Health Global International, Inc.
• Metro Matutum Hospital, Inc. (Howard Hubbard Hospital)
• Inter-Medical United Systems (Medical Center Imus)
• Antipolo Doctors, Inc.
• Lucena United Doctors, Inc.
• Metro Radlinks Network, Inc.
• Metro SEHI Cancer Center Corporation
• Metro RMCI Cancer Center Corporation
• Metro CLDH Cancer Center
• West Metro Cancer Center Corporation
• Medi Linx Laboratory, Inc.
• MetroPac Apollo Holding Inc.
Other Information:
Mr. Palisoc has been with the First Pacific group of companies for over 40 years. He is currently a Non-
Executive Director of MPIC and is the President, Board Director and Vice-Chairman of Metro Pacific Health
Corporation.
Prior to joining MPIC, he was the Executive Vice President of Berli Jucker Public Company Limited in Thailand
from 1998 to 2001. Mr. Palisoc served as President and CEO of Steniel Manufacturing Corporation in the
Philippines from 1997 to 1998. He has held various positions within the First Pacific group as Group Vice
President for Corporate Development of First Pacific Company Limited in Hong Kong, and Group Managing
Director of FP Marketing (Malaysia) Sdn. Bhd. in Malaysia. Before he joined First Pacific in 1983, he was
Vice President of Monte Real Investors, Inc. in the Philippines.
5. RAMONCITO S. FERNANDEZ
Director of Metro Pacific Investments Corporation since June 2009

• Master’s in Business Management, Asian Institute of Management
• Advanced Management Program of IESE (Spain), University of Asia and the Pacific
• BS Degree in Industrial Management Engineering, De La Salle University
• Professional Directors Program, Institute of Corporate Directors
• Strategic Business Economics Program, UA&P
109
SCHEDULE I

• NIL

• Metro Iloilo Bulk Water Supply Corporation
• Metro Iloilo Holdings Corporation
• Metro Iloilo Concession Holdings, Corp
• Metro Pacific Iloilo Water, Inc.
• Metro Pacific Dumaguete Water Services, Inc.
• MetroPac Dumaguete Holdings Corp.
• MetroPac Cagayan de Oro, Inc.
• Cagayan De Oro Bulk Water, Inc.
• MetroPac Baguio Holdings, Inc.
• BOO Phu Ninh Water Treatment Plant Joint Stock Company
• Tuan Loc Water Resources Investment Joint Stock Company
• Philippine Hydro (PH), Inc.
• Amayi Water Solutions, Inc.
• Asia Water Council
• First Pacific Leadership Academy
• Shareholders Association of the Philippines (SHAREPHIL)
• De La Salle Alumni Association, College of Engineering
Other Information:
Ramoncito S. Fernandez is the current President and Chief Executive Officer of Maynilad Water Services,
Inc. He is the 2018 President of the Management Association of the Philippines, the premiere management
organization composed of CEOs/COOs of the top 1000 corporation in the Philippines. He is the 2009 PISM
GAWAD SINOP Awardee, the highest award conferred by the Foundation of the Society of Fellows in Supply
Management and the Philippine Institute for Supply Management to outstanding achievers in the field of
supply management. He is a recognized ASEAN Engineer by the ASEAN Federation of Engineering
Organisations (AFEO). He is the 2020-2022 Chairman of the Board of Shareholders Association of the
Philippines, a non-profit organization whose purpose is to enable Filipinos to invest wisely, achieve financial
security and contribute to the socio-economic growth of our country.
He is a strong advocate of increased infrastructure spending for national development.
Mr. Fernandez was head of the Tollroad business of the MVP group from 2008 to 2015; growing its portfolio
inside and outside the Philippines. He is an advocate of customer satisfaction, operating efficiency and
innovation. Mr. Fernandez has been with the MVP Group since 1994, first under the packaging business
and later with the Telecoms Group (PLDT/Smart) before moving to MPIC.
6. RAY C. ESPINOSA
Chairman, Risk, Cybersecurity and Data Privacy Committee
Director of Metro Pacific Investments Corporation since November 2009

• BS General Studies, University of Santo Tomas
• Bachelor of Laws, Ateneo de Manila University
• Master of Laws, University of Michigan Law School
110
SCHEDULE I

• Lepanto Consolidated Mining Corporation
• PLDT Inc.
• Roxas Holdings Inc.

• Smart Communications, Inc.
• Maybank Philippines, Inc.
Other Information:
Atty. Ray C. Espinosa was the former President and CEO of Manila Electric Company. He was the chairman
of the Philstar Group of Companies and BusinessWorld Publication Corporation. He is a director of Philippine
Long Distance Telephone Company (PLDT), a member of its Technology Strategy Committee of PLDT. He
is the Advisor for New Investments, Office of the Chairman for the MVP Group of Companies. He is a director
of Roxas Holdings Inc., an independent director of Lepanto Consolidated Mining Company and chairman of
its Audit Committee, and an independent director of Maybank Philippines Inc., chairman of its Related Party
Transaction Committee and Vice chairman of Corporate Governance Committee. He is an Associate Director
of First Pacific Company Limited.
He has a Master of Laws degree from the University of Michigan School of Law and a Bachelor of Laws
degree from the Ateneo de Manila University School of Law, and is a member the Integrated Bar of the
Philippines. He was a partner of SyCip Salazar Hernandez. & Gatmaitan from 1982 to 2000, a foreign
associate at Covington and Burling (Washington, D.C.) from 1987 to 1988, and a law lecturer at the Ateneo
de Manila School of Law from 1983 to 1985 and 1989. He placed first in the 1982 Philippine Bar
Examinations.
7. ALFRED V. TY
Vice-Chairman of the Board of Directors
Member, Risk, Cybersecurity and Data Privacy Committee
Director of Metro Pacific Investments Corporation since November 2015

• Bachelor of Science in Business Administration, University of Southern California

• Metropolitan Bank & Trust Company
• GT Capital Holdings, Inc.

• Toyota Motor Philippines Corporation and Group of Companies
• Federal Land, Inc. and Group of Companies
Other Information:
Mr. Ty is a director of the Metropolitan Bank & Trust Company, Vice-Chairman of GT Capital Holdings
Incorporated, Chairman of Toyota Motor Philippines Group of Companies and Chairman of Federal Land
Group of Companies. He holds a Bachelor of Science degree in Business Administration from the University
of Southern California.
8. FRANCISCO C. SEBASTIAN
111
SCHEDULE I

Director of Metro Pacific Investments Corporation since June 2016

 AB Degree in Economics Honors, Ateneo de Manila University

• GT Capital Holdings, Inc.
• Metropolitan Bank & Trust Company

• First Metro Asset Mgmt. Inc.
• Federal Land, Inc.
• ST 6747 Resources Corporation
• Travel Services Inc
• Bonifacio Landmark Corporation
• North Bonifacio Landmark Realty and Development Inc
• Global Executive Solutions Group Inc.
Other Information:
Mr. Sebastian is currently the Chairman of GT Capital Holdings Inc. and Vice Chairman of Metropolitan Bank
& Trust Company.
He joined the Metrobank Group in 1997 as president of the investment banking arm of the Metrobank Group,
First Metro Investment Corporation, a position that he held for 13 years, and as chairman for another 12
years. He continues to serve as First Metro’s senior adviser today.
Mr. Sebastian started his financial career when he was seconded by Ayala Investment and Development
Corporation to Hong Kong in 1977, after which he worked as an investment banker in Ayala International
Finance Limited and subsequently Filinvest Finance (HK) Ltd. until 1984. He then started his own corporate
and financial advisory firm, Integrated Financial Services Ltd. (HK), which he owned and managed until his
return to the Philippines to join the Metrobank Group in 1997.
9. ROGELIO L. SINGSON
Director of Metro Pacific Investments Corporation since May 2023

 Bachelor of Science in Industrial Engineering from the University of the Philippines

• nil

• Cavitex Corporation
• Easytrip
• Cebu Cordova Link Expressway Corporation
• Tahanan ng Panginoon Foundation
• Philippine Disaster Resilience Foundation, Inc. Board of Trustees
• Metropac Water Investments Corporation
112
SCHEDULE I
Other Information:
Sec. Rogelio “Babes” L. Singson is the President and Chief Executive Officer of Metro Pacific Tollways
Corporation (MPTC), the toll road development and operation arm of infrastructure conglomerate Metro
Pacific Investments Corporation.
He currently serves as a member of the Board of Directors of Metro Pacific Investments Corporation, Metro
Pacific Water, Indra Philippines, Inc., Philippine Disaster Resilience Foundation and a member of the Board
of Trustees of De La Salle University. He also served as President of the Management Association of the
Philippines from July 1 to December 31, 2022, to serve then unexpired term of Dr. Alfredo Pascual.
Prior to joining MPTC, he served as the President and Chief Executive Officer of Metro Pacific Water, and its
subsidiaries, MERALCO PowerGen Corporation and Light Rail Manila Corporation (LRT 1).
He completed a full six-year term (July 2010 to June 2016) as Secretary of the Department of Public Works
and Highways (DPWH) where he led the Good Governance and Anti-Corruption Program, and the
implementation of major government infrastructure projects nationwide.
Before he was appointed DPWH Secretary in 2010, he was President and CEO of Maynilad Water Services
for three (3) years and led the successful turnaround of one of the two major water concessionaires in Metro
Manila. Among his previous positions in the private and public sectors were as Senior Vice President of
Citadel Holdings, and as Chairman and President of Bases Conversion and Development Authority (BCDA)
from 1998 to 2002. He was directly involved in the major projects of SBMA, Clark SEZ & BCDA including
the privatization and development of Bonifacio Global City.
In June 2016, he was conferred the Order of Lakandula with the rank of Grand Cross (Bayani). He was also
a recipient of the Outstanding Filipino Award for Government/Public Service and was named the Most
Distinguished Alumnus by the UP Alumni Engineers in November 2011. He received other significant awards
and recognitions, including the Outstanding Exemplar in Government Service, Lifetime Distinguished
Achievement Award from the UP Alumni Association; and the Outstanding Manilan Award for Public Service.
He holds a Bachelor of Science in Industrial Engineering from the University of the Philippines. He is a
covenanted member of Ang Ligaya ng Panginoon Community.
10. AINOYA TAKEHIKO

Japanese, 52 years old
Director of Metro Pacific Investments Corporation since October 2023

• Bachelor’s Degree in Economics in Tokyo University
• Master’s Degree in Business Administration in Hitotsubashi University

• Nil
Membership in Boards of Non-Listed Companies:

• Nil
Other Information:
Takehiko Ainoya has been serving as a Director for Metro Pacific Investments Corporation since 2023. Mr.
Ainoya is also the General Manager of Division I (Asia), Infrastructure Projects Business Unit, Mitsui & Co.
(Japan); and Director of Mitsui & Co. Green Energy Ltd. (Taiwan), PAITON POWER INVESTMENT CO.,
LTD. (Japan), P. T. PAITON ENERGY (Indonesia), Seren Juno Network Co., Ltd. (Japan), and Yushan
Energy Co.Ltd. (Taiwan). His career in Mitsui is mainly in infrastructure business sector since 1995.
113
SCHEDULE I
Mr. Ainoya earned his Master’s degree in business administration in Hitotsubashi University, Japan and
Bachelor's degree in economics, Tokyo University, Japan.
11. YOSHITOSHI IWAMI

Japanese, 48 years old

• Bachelor’s Degree of Law, Department of Law, Faculty of Law in Keio University

• Nil
Membership in Boards of Non-Listed Companies:

• Mit-Pacific Infrastructure Holdings Corporation
• Mit-Pacific Infrastructure Capital Corporation
• Mit-Renewables Philippines Corporation
Other Information:
Yoshitoshi Iwami has been serving as a Director for Metro Pacific Investments Corporation since 2023. Mr.
Iwami is also General Manager of Infrastructure & Energy Div., Mitsui & Co. (Asia Pacific) Pte. Ltd. Manila
branch; and Director of Mit-Pacific Infrastructure Holdings Corporation (Philippine), Mit-Pacific Infrastructure
Capital Corporation (Philippine) and Mit-Renewables Philippines Corporation (Philippine). His career in
Mitsui is mainly in infrastructure business sector since 1999.
Mr. Iwami earned his Bachelor Degree of Law, Department of Law, Faculty of Law, Keio University, Japan.
12. RODOLFO G. DEL ROSARIO, JR.


• Bachelor’s Degree in Management and Economics, Richmond University in London
• Master’s Degree in Business Management, Asian Institute of Management

• N/A

• Delgar Realty Corporation
• Government Service Insurance System
• Manila Hotel Corporation
Other Information:
Rodolfo G. Del Rosario, Jr. was appointed by President Ferdinand R. Marcos, Jr. as Acting Chairman of the
GSIS Board of Trustees on 14 April 2023. He was elected as Chairman by the Board of Trustees on 24 April
2023.
114
SCHEDULE I
Chairman Del Rosario spent the first 35 years of his career in the fields of banking, agribusiness and real
estate investments in the private sector. He was first employed as a marketing associate and later as
marketing officer in the corporate banking department at Urban Development Bank, Inc. from 1986 to 1989.
From there, he held various high-level positions at Anflo Management and Investment Corporation in 1991
to 2004. He became senior vice president of Tagum Agricultural Development Company from 2004 to 2007.
Prior to his appointment to the Board, he was President of Delgar Realty Corporation in Davao City and
Chairman of Century Rural Bank, Inc.
For public service, Chairman Del Rosario dutifully served as provincial board member of Davao del Norte
from 2016 to 2019.
He also has extensive involvement in civic organizations, being past president of the Rotary Club of West
Davao, the Philippine Banana Growers and Exporters Association, and Hijos de Davao, Inc.
Chairman Del Rosario holds a bachelor’s degree in management and economics from Richmond University
in London and a master’s degree in business management from the Asian Institute of Management. He
obtained his primary education from the Ateneo de Davao University and secondary education from the
Ateneo de Manila University.
13. JOSE ARNULFO A. VELOSO


• Bachelor’s Degree in Commerce, Major in Marketing Management, De La Salle University Manila

• Philippine Stock Exchange

• Philippine Crop Insurance Corporation
• Philippine Aerospace Development Corporation
• Employee’s Compensation Commission
• National Disaster Risk Reduction and Management Council
• Center for International Trade Expositions and Missions
• CIBI Foundation, Inc.
Other Information:
Jose Arnulfo “Wick” A. Veloso is a multi-awarded CEO and veteran banker with nearly 40 years banking
experience.
Before his appointment as President and General Manager (PGM) of GSIS, Wick Veloso served as President
and Chief Executive Officer (CEO) of Philippine National Bank (PNB) from 2018 to 2022. He was also the
first Filipino to be appointed as CEO of the multi-national giant Hongkong-Shanghai Banking Corporation
(HSBC-Philippines) from 2012 to 2018.
Prior to PNB and HSBC, PGM Veloso worked in international finance where he developed a wide network of
institutional clients/contacts in the ultra-exclusive world of global banking and international financial markets.
PGM Wick is a self-made man who literally rose from the ranks. He started his banking career as a
management trainee and supervisor at Urban Bank (1986-1988), and as manager of the Treasury
Department at AsiaTrust Bank (1988-89). Between 1989 and 1993, he worked at Citibank as Fixed Income
115
SCHEDULE I
Portfolio Manager. Veloso’s early years at Citibank helped him sharpen his treasury and trading skills, where
he built his reputation as a “rainmaker” within Philippine banking circles. After Citibank, PGM Veloso worked
briefly for PCIBank as Domestic Treasury Head and Treasurer of PCI Capital before eventually joining HSBC
in 1994.
PGM Veloso spent the next 24 years of his career at HSBC, starting as Head of Interest Rates Trading and
Credit Derivatives for Asia-Pacific, then as Managing Director of HSBC Global Banking and Markets, and
culminating in his appointment as President and CEO of HSBC-Philippines in 2012.
Under his CEO-ship, HSBC-Philippines garnered the “Best Global Bank Award” (for 2018) and “Best Debt
House in the Philippines” for several years (2008-2012, 2014-2017), as well as various industry recognitions
for HSBC’s successful capital market transactions.
During his stint as President and CEO, PNB was likewise recognized as the “Best Managed Bank during
COVID-19” and “Best CEO Response to COVID-19” in 2020 by the Asian Banker. PNB was also named by
Asiamoney as “Best Bank for Corporate Social Responsibility (CSR)” for its pioneering initiatives on financial
literacy, sustainable environment and employee engagement.
PGM Veloso served as President of the influential Bankers Association of the Philippines (BAP) until March
2022. As BAP President, he worked closely with policy-makers in the Bangko Sentral ng Pilipinas (BSP) and
Congress to enact measures to improve the services of the Philippine banking sector.
PGM Veloso earned his bachelor’s degree in commerce, major in marketing management, from the De La
Salle University Manila, in 1986.
14. RAMON S. ANG


• Bachelor of Science Degree in Mechanical Engineering, Far Eastern University

• San Miguel Corporation
• Top Frontier Investment Holdings, Inc.
• Petron Corporation
• San Miguel Food and Beverage, Inc.
• Ginebra San Miguel, Inc.
• San Miguel Brewery Hong Kong Limited (listed in Hong Kong Stock Exchange)
• Petron Malaysia Refining & Marketing Bhd. (listed in Malaysia)

• Subsidiaries of San Miguel Food and Beverage, Inc.
• Subsidiaries of Petron Corporation
• San Miguel Holdings Corp. and subsidiaries
• San Miguel Global Power Holdings Corp. and subsidiaries
• San Miguel Yamamura Packaging Corporation and subsidiaries
• San Miguel Yamamura Packaging International Limited and subsidiaries
• SEA Refinery Corporation
• San Miguel Properties, Inc. and subsidiaries
• San Miguel Equity Investments Inc. and subsidiaries
• SMC Asia Car Distributors Corp. and subsidiaries
116
SCHEDULE I
• Eagle Cement Corporation

• Petrogen Insurance Corp.
• Clariden Holdings, Inc. and subsidiaries
Other Information:
Ramon S. Ang has been elected to the Board of Directors of Metro Pacific Investments Corporation on 17
October 2023.
Mr. Ang is the Vice Chairman since January 28, 1999, President and Chief Operating Officer since March 6,
2002 of San Miguel Corporation (”SMC”). He has been a member of the Board of Directors of SMC for 23
years. On December 2, 2021, the Board of Directors of SMC confirmed the change in designation of Mr. Ang
from “President and Chief Operating Officer” to “President and Chief Executive Officer” in accordance with
the approval of the amended bylaws of the corporation by the SEC on November 2, 2021. He is also a
Member of the Executive Committee of SMC.
He also holds, among others, the following positions in other publicly listed companies: President and Chief
Executive Officer of Top Frontier Investment Holdings, Inc. and Petron Corporation; President of Ginebra
San Miguel, Inc.; Chairman of the Board of Directors of San Miguel Brewery Hong Kong Limited (listed in the
Hong Kong Stock Exchange), Petron Malaysia Refining & Marketing Bhd. (a company publicly listed in
Malaysia) and Eagle Cement Corporation; and Vice Chairman of the Board, President and Chief Executive
Officer of San Miguel Food and Beverage, Inc. He is also the Chairman of the Board of San Miguel Brewery
Inc.; Chairman of the Board and Chief Executive Officer, and President and Chief Operating Officer of SMC
Global Power Holdings Corp.; Chairman of the Board and President of San Miguel Holdings Corp., SMC
SLEX, Inc., San Miguel Equity Investments Inc., San Miguel Properties, Inc., and San Miguel Aerocity Inc.;
Chairman of the Board and Chief Executive Officer of SMC Asia Car Distributors Corp.; Chairman of the
Board of San Miguel Foods, Inc., San Miguel Yamamura Packaging Corporation, Clariden Holdings, Inc.,
Anchor Insurance Brokerage Corporation, Philippine Diamond Hotel & Resort, Inc. and SEA Refinery
Corporation; President and Chief Executive Officer of Northern Cement Corporation. He is also the sole
director and shareholder of Master Year Limited and the Chairman of the Board of Privado Holdings, Corp.
He formerly held the following positions: Chairman of the Board of Liberty Telecoms Holdings, Inc. and Cyber
Bay Corporation, President and Chief Operating Officer of PAL Holdings, Inc. and Philippine Airlines, Inc.;
Director of Air Philippines Corporation; and Vice Chairman of the Board and Director of Manila Electric
Company. Mr. Ang has held directorships in various domestic and international subsidiaries of SMC in the
last five (5) years.
He has a Bachelor of Science degree in Mechanical Engineering from Far Eastern University. As a director
of a number of companies including listed companies, Mr. Ang has attended various trainings and seminars
on Corporate Governance in the past five (5) years.
15. STANLEY H. YANG

Chinese, 47 years old
Senior Adviser
Executive Director

• Bachelor of Science degree in Economics, Wharton School of the University of Pennsylvania

• N/A

117
SCHEDULE I

Other Information:
Mr. Yang joined First Pacific in 2013 as Executive Vice President and Head of Group Corporate Development.
He joined MPIC in 2022 to concurrently serve in a dual capacity as Senior Adviser to MPIC for the company’s
investment activities in the Philippines and abroad. Prior to joining First Pacific, Stan worked at Deutsche
Bank where he led investment banking coverage in Asia for the industrials sector. He began his career in
New York in 1998, gaining experience in principal investing and investment banking, and he subsequently
transferred to Hong Kong in 2007. Stan received a Bachelor of Science degree in Economics from the
Wharton School of the University of Pennsylvania.
Officers
The business experience of each of the officers and executives of the Parent Company is as follows. The
background information of Manuel V. Pangilinan, June Cheryl A. Cabal-Revilla and Stanley H. Yang are
described above.
1. MELODY M. DEL ROSARIO

Vice President
Public Relations and Corporate Communications
Ms. Del Rosario has been with the Metro Pacific Group since 1993 and has over 21 years of experience
heading MPIC’s public and media relations, corporate communications, advertising and corporate
social responsibility (“CSR”). In these various capacities, Ms. del Rosario is in charge of strengthening
the credibility and corporate public image of MPIC by planning and overseeing the implementation of
strategic corporate communication programs, handling reputation and crisis management, as well as
working closely with the corporate communication teams and CSR heads of the group. Ms. del Rosario
is also the Corporate Information Officer of MPIC for the Philippine Stock Exchange and has recently
been promoted President of the MPIC Foundation where she actively implements institutional
programs on education, economic empowerment and environmental awareness.
2. RICARDO M. PILARES III

Vice President – Legal
Compliance Officer
Corporate Secretary
Corporate Governance Officer
Atty. Pilares graduated Valedictorian from the Ateneo Law School in 2006 and passed the Philippine
Bar examinations in 2007 with the second highest ranking. He also received the Best Thesis Award
from the Ateneo Law School for his thesis entitled “Benevolent Neutrality Theory: Retesting and
Redefining the Boundaries of the Free Exercise Clause.” After graduating from law school, Mr. Pilares
worked in a law firm where he handled corporate work and special projects. Prior to joining MPIC in
2010, Mr. Pilares worked in another law firm where he handled litigation and special projects,
particularly energy and infrastructure projects. Mr. Pilares was appointed as MPIC’s Vice President
for Legal on 2018. As the Company’s Chief Legal Officer, Mr. Pilares took the lead legal role in various
projects of MPIC, including PPP Projects as well as major M&A projects. His role in MPIC continued
to expand as he was appointed as Compliance Officer in 2016, Corporate Governance Officer and
Corporate Secretary both on 2021.
As Corporate Governance Officer, MPIC gained three golden arrow recognition in 2022 from one
golden arrow recognition in 2018 awarded by the Institute of Corporate Directors in its ASEAN
Corporate Governance Scorecard Golden Arrow Awards. Mr. Pilares also acts as legal counsel and
corporate secretary of MPIC’s various subsidiaries and affiliates.
118
SCHEDULE I
He is also a member of the faculty of Ateneo Law School, teaching Statutory Construction and Conflict
of Laws. In 2019, he published his first legal textbook entitled, “Statutory Construction: Concepts and
Cases.”
3. MARICRIS C. ALDOVER – YSMAEL

Vice President – Investor Relations
Data Privacy Officer
Ms. Maricris Aldover-Ysmael joined MPIC’s Investor Relations team in 2010. Since then, she has been
an integral part of the Company’s IR function and was appointed as Head of the department in January
2017. She is responsible for managing relationships with investors and investment analysts;
spearheading efforts to align their interests with that of senior management. She provides support to
the CEO and CFO and represents MPIC in international investor conferences and roadshows. She
also maintains the underlying detailed financial models that drive MPIC’s internal net asset valuation.
She has been instrumental in developing the Company’s key messaging points and facilitates events
that are designed to keep investors and analysts updated on Company developments, growth
opportunities, risks and challenges. Prior to MPIC, Ms. Aldover-Ysmael was an Associate Director in
SGV & Co. (Ernst & Young Philippines) specializing in Assurance and Business Advisory Services.
She has over 14 years of combined experience in Investor Relations, Finance and External Audit. She
holds a Bachelor of Science degree in Accountancy, a Bachelor of Arts degree in Philosophy from De
La Salle University - Manila and is a Certified Public Accountant.
4. MICHAEL T. TOLEDO
Head of Government Relations and Public Affairs
Atty. Michael “Mike” Toledo is currently the head of Government Relations and Public Affairs of the
Company. He is also the head of the MVP Group Media Bureau. The Group is involved in telecoms,
media, power, water, infrastructure, hospitals, agriculture, and natural resources development.
Atty. Toledo writes a regular column in The Philippine Star. He is the Host of One News Channel’s
“Titans” on Cignal TV.
He is the Chief Operating Officer of Silangan Mindanao Mining Company Inc., a 2-billion-dollar copper
and gold project in Surigao Del Norte and was also the Senior Vice President for Public and Regulatory
Affairs of Philex Mining Corp. Atty. Toledo was also the President and CEO of the Manila office of
Weber Shandwick, one of the world’s largest and leading full-service public relations firm with offices
in every major business and government capital. He was also elected as chairman in the Chamber of
Mines of the Philippines last December 2021.
Atty. Toledo completed a Bachelor of Laws Degree at the University of the Philippines and obtained a
Master of Laws degree at the London School of Economics and Political Science as a Chevening
Scholar. He was recently given the 2019 Most Distinguished Alumni Award for College of Arts and
Sciences by the University of the Philippines Manila Alumni Association and was named Distinguished
Bedan for 2019 in Media and Communications by the San Beda University Alumni Association. In
2018, The University of the Philippines Junior Marketing Association conferred on him its Leadership
Award. He was named 2014 CEO Excel Awardee by the International Association of Business
Communicators (CEO stands for Communication Excellence in Organizations). He was appointed
United Kingdom Education Ambassador to the Philippines. Mike was conferred the Lifetime
Achievement Award by the British Government and the British Alumni Association.
119
SCHEDULE I
5. MARISA V. CONDE
Vice President
Group Controller
Ms. Marisa V. Conde is a licensed Certified Public Accountant in the Philippines, New Jersey and
Pennsylvania, U.S.A. She obtained her Bachelor of Science Degree in Business Administration, Major
in Accounting from the Pamantasan ng Lungsod ng Maynila and earned her Master in Business
Management Degree from Asian Institute of Management thru an SGV & Co. scholarship grant.
She joined MPIC on February 1, 2021 and is currently Vice President and Group Controller. Ms. Conde
also holds various Chief Finance Officer positions in MPIC’s wholly-owned operating subsidiaries. Prior
to MPIC, she worked in PLDT Inc. starting 2015 as Financial Planning Head and beginning January 1,
2018, Marisa was appointed as the Wireless Controller and Financial Regulatory and Compliance
Head of PLDT. She was promoted to First Vice President in November 2018.
Before joining PLDT she held a finance leadership role in Cignal TV, Inc. and worked at the Big 4 audit
firms in the United States and the Philippines, namely: Deloitte & Touche LLP in Parsippany, New
Jersey, Ernst & Young LLP in Atlanta, Georgia and at SGV & Co. (EY Philippines).
6. NANCY KATHLEEN S. ROXAS

Vice President
Treasury
Ms. Roxas joined MPIC’s senior management team in 2021 as Vice President for Treasury. She has
20 years of experience working for international banks under her belt. From there, she gained expertise
in helping corporate clients optimize their working capital, and designing and implementing market-
leading, innovative, and safe treasury solutions for companies in various industries.
Prior to joining MPIC, she was Senior Vice President at HSBC New York’s Global Liquidity and
Treasury Management Group. She has also held senior roles at the Bank of Singapore and ING Bank,
and advisory roles at non-profits and fintech startups.
Ms. Roxas graduated magna cum laude from the University of the Philippines with a Bachelor of
Science degree in Business. She earned her Master of Business Administration degree from The
Wharton School, University of Pennsylvania.
7. RYAN JEROME T. CHUA

Vice President
Mr. Chua joined Metro Pacific's senior management team in 2021, and is responsible for new business
development initiatives and investment opportunities. He has over 15 years of experience in sourcing
and executing M&A transactions, joint venture opportunities and new projects across Europe and Asia-
Pacific
Prior to joining MPIC, he was Senior Vice-President for AG&P, leading business development
transactions, development work and fundraising initiatives for new liquified natural gas (“LNG”)
infrastructure. He has also held business development and M&A leadership roles with Navegar Private
Equity, Gategroup, and Procter & Gamble.
Mr. Chua graduated cum laude from the Ateneo de Manila University with a Bachelor of Science
degree in Management Engineering. He earned his Master of Business Administration degree from
INSEAD.
120
SCHEDULE I
8. CHRISTOPHER ANDREW B. PANGILINAN

Vice President
Enterprise Resilience
Prior to joining MPIC last January 2023, Mr. Pangilinan was with Maynilad Water Services, Inc.
(“Maynilad”) as their Business Development Head where he developed and executed strategic
initiatives that improved Maynilad’s operations. Mr. Pangilinan also initiated the transformation of
Maynilad’s data management organization. Mr. Pangilinan is leading the future-proofing and
optimization of the MPIC group through strategies, business process initiatives, and organizational
transformation to achieve efficient and effective business operations. Mr. Pangilinan graduated with a
Bachelor of Science degree in Computer Science.
9. KRISTINE PINEDA-FRAGANTE
Assistant Vice President
Financial Reporting and Planning
Ms. Pineda-Fragante leads the Financial Reporting and Planning team of MPIC. In April 2021, she
took over the Company’s overall financial reporting compliance process. She built financial models to
assist management in achieving a deeper understanding of the various concession agreements and
other revenue-cost structures to further maximize value drivers and make timely, relevant and informed
decisions. She has been instrumental in structuring various Parent Company deals, ensuring all
aspects enhance company value. Ms. Pineda-Fragante graduated cum laude from De La Salle
University Manila in 2008 and placed first in the May 2008 Licensure Examination for Certified Public
Accountants. She joined the company as an Investor Relations Specialist in 2009.
10. FRANCIS ALVIN V. ASILO

Legal
Mr. Asilo joined the Company’s senior management team in 2021 as Assistant Vice President – Legal.
He brings to the table his expertise in finance and legal structure and compliance to provide holistic
recommendations for projects spanning the whole infrastructure space.
Prior to joining MPIC, he was Assistant Vice President for Structuring and Regulatory Compliance at
Aboitiz InfraCapital. He was their lead subject matter expert on financing, capital markets, and
infrastructure transactions and has previously worked on a water desalination plant, a bulk water
supply project, and a reclamation project.
Mr. Asilo earned his Bachelor of Science in Business Economics from the University of the Philippines
Diliman, then continued to study law at the state university. He obtained his law degree in 2011 and
was admitted to the Philippine Bar in 2012.
11. MA. CLARICE U. MARUCUT

Ms. Marucut joined MPIC in January 2022, with the position of Assistant Vice President for Business
Development. Before joining the company, she worked with the Aboitiz Group of Companies for seven
years as the Head of Finance and Accounting – VP for Hedcor Inc., a subsidiary of Aboitiz Power. She
was responsible for the group’s financing requirements in order to acquire new acquisitions and
potential projects. Before working with Hedcor, she was the Vice President for Investments in Aboitiz
Equity Ventures Inc., wherein she managed investment transactions for the company – acquisition of
a wind powerplant entity in Vietnam, a large hydro powerplant operator in Indonesia, and a real estate
developer in the Philippines. Ms. Marucut is a graduate of De La Salle University in Manila with a
degree of Bachelor of Science in Accountancy.
121
SCHEDULE I
12. RONALD RUPERT J. DE GUZMAN

Human Resources
Prior to MPIC, Ronald “Red” De Guzman served as the Head of People and Culture at mWell. Red
oversaw mWell’s HR strategy, aligning it with the business plan and strategic direction. Red possesses
comprehensive expertise in various critical areas, including organizational development, talent
management, performance management, learning and development, and total awards.
He also held influential HR positions in diverse multinational and local organizations, including Vice
President HR of MetroPac Movers Inc., Division Vice President HR at Unilab (International), HR
Director at Fairchild Semiconductor, GM/Assistant VP HR at Unioil Group of Companies, HRBP at
Ericsson Telecommunications, and Group HR at Delbros Inc.
Red holds a Bachelor of Arts in Human Resources Management from De La Salle University.
13. MA. JOANNA CARMELA P. SANALILA

Internal Audit Head
Ms. Sanalila leads MPIC’s internal audit function starting October 2019. Her role involves directing a
comprehensive internal audit program, including performance, operational, financial and compliance
audit projects and in providing consulting services to MPIC and subsidiaries’ management and staff.
She is establishing the MPIC Group Internal Audit Council and serves as a resource to the subsidiaries
and affiliates’ audit committees to establish oversight within the Group. She also leads the audit of the
MPIC subsidiaries without established internal audit function, including its establishment of internal
controls.
Ms. Sanalila is a seasoned internal audit professional with more than 10 years of local and international
experience. Prior to joining MPIC, she was the Regional Internal Audit Manager for Asia Pacific of
WPP, the world’s largest advertising and marketing communications services company. She led
financial and operational audits, including other ad hoc assignments such as fraud investigations and
system reviews of the operating companies across the region. She was also a Director in SGV & Co.
specializing in advisory and risk services where she led various compliance audit engagements,
business process reviews, enterprise risk management, Sarbanes Oxley, UK Anti-Bribery Act and US
Foreign Corrupt Practices Act compliance projects, and business control transformation projects of
various companies across different industries.
14. CRISTINA S. PALMA GIL-FERNANDEZ

Assistant Corporate Secretary
Atty. Cristina S. Palma Gil-Fernandez was appointed to the position of Assistant Corporate Secretary
of MPIC in May 2013. Atty. Palma Gil-Fernandez graduated with a Bachelor of Arts degree, Major in
History (Honors) from the University of San Francisco in 1989, and with a Juris Doctor degree, second
honors, from the Ateneo de Manila University in 1995. She is a Partner at Picazo Buyco Tan Fider &
Santos Law Offices and has over 20 years of experience in corporate and commercial law, with
emphasis on the practice areas of banking, securities and capital markets (equity and debt), corporate
reorganizations and restructurings and real estate. She currently serves as a Corporate Secretary of
several large Philippine corporations, including three (3) other publicly-listed Philippine corporations.
The Company has no other significant employee other than its Executive Officers. Except for Mr. Manuel V.
Pangilinan and Mr. Andrew B. Pangilinan, who are related, none of the aforementioned Directors or Executive
Officers or persons nominated or chosen by the Company to become Directors or Executive Officers is related
to the others by consanguinity or affinity within the fourth civil degree.
122
SCHEDULE I
None of the aforementioned Directors or Executive Officers is or has been involved in any criminal or
bankruptcy proceeding, or is or has been subject to any judgment of a competent court barring or otherwise
limiting his involvement in any type of business, or has been found to have violated any securities laws during
the past five (5) years and up to the latest date.
Item 10. Executive Compensation
The aggregate compensation paid in 2022 and 2023 and estimated to be paid in 2024, to the officers of the
Parent Company is set out below:
Names Position Year Salary Bonus Others

Manuel V. Pangilinan Chairman, President &
CEO
June Cheryl Cabal- Executive Vice

Revilla President/Chief
Finance Officer/Chief
Sustainability
Officer/Chief Risk
Officer
Michael T. Toledo Head of Government

Relations and Public
Affairs
Maida B. Bruce* VP - Strategic Finance

for Subs & Affiliates
Ryan Jerome T. Chua VP – Business

Development
Stanley H. Yang Senior Adviser
Aggregate of the top 5 2022 P

= 129,050,412.83 P
= 57,783,273.45 P
= 24,911,844.28
highest 2023 146,771,522.00 94,934,053.93 306,191,520.60
2024 (est.) 177,000,000.00 114,000,000.00 50,000,000.00
All Other Directors and 2022 60,030,323.68 27,380,371.48 7,034,015.24

Officers as a group 2023 61,523,450.00 40,552,045.04 221,227,385.67
2024 (est.) 74,000,000.00 49,000,000.00 25,000,000.00
* Resigned October 1, 2022
The above executive officers are covered by standard employment contracts and employees’ retirement
plan and can be terminated upon appropriate notice.
Non–executive directors are entitled to a per diem allowance of P

= 100,000 for each attendance in the Parent
Company’s BOD meetings and P = 50,000 for each attendance in the Company’s Committee meetings.
123
SCHEDULE I
Only the following received compensation in their capacity as former and current directors of the Company
for the year 2023:
Director Total Amount

(net of taxes)
Alfred V. Ty 1,100,000.00
Francisco C. Sebastian 1,400,000.00
Jose Ma. K. Lim 650,000.00
Ramon S. Ang 100,000.00
Artemio V. Panganiban* 1,650,000.00
Roberto C. Yap, S.J.* 1,100,000.00
Oscar J. Hilado* 1,150,000.00
Pedro O. Roxas* 1,300,000.00
Christopher H. Young** 250,000.00
* ceased to be an independent director and elected as member of the Council of Independent Board Advisors on October 17, 2023
**ceased to be a director and elected as member of the Council of Independent Board Advisors on October 17, 2023
The Parent Company’s By Laws provide that, additionally, an amount equivalent to 1 percent of net profit
after tax shall be allocated and distributed amongst the directors of the Parent Company who are not
officers of MPIC or its subsidiaries and affiliates, in such manner as the Board may deem proper. The
amount paid to the directors in 2023 and estimated amount to be paid in the ensuing year are included in
the above tabulation. There are no other special arrangements pursuant to which any director was
compensated.
Long-term Incentive Plan (“LTIP”)
Certain of the Company’s employees are eligible for long-term employee benefits under the LTIP. The liability
recognized on the LTIP comprises the present value of the defined benefit obligation and was determined
using the projected unit credit method. Each LTIP performance cycle generally covers 3 years with payment
intended to be made at the end of each cycle (without interim payments) and is contingent upon the
achievement of approved economic, environmental, social and governance targets of the Company annually
and by the end of the performance cycle. Each LTIP performance cycle, upon endorsement of the
Compensation Committee, is approved by the respective board of directors of the entities of the Company.
LTIP Cycle 2019 to 2021

On January 31, 2020, the Compensation Committee approved MPIC’s LTIP covering cycle 2019 to 2021.
MPIC’s LTIP comprises of cash incentives and share award. The Company shall secure exemption ruling
from the SEC on the share award, which is necessary for the Company to reacquire MPIC common shares
in the market.
On March 8, 2023, the MPIC Board approved the cancellation of the RSUP portion and approved instead a
pure cash award for the LTIP. See Note 23, Personnel Costs and Employee Benefits and Note 28, Share–
based Payment attached to the 2023 Audited Consolidated Financial Statements for further details.
124
SCHEDULE I
Item 11. Security Ownership of Certain Record and Beneficial Owners and Management
Security Ownership of Record and Beneficial Owners of at least 5% of the Company’s Securities as
of 31 December 2023.
Type of Name and address of Citizenship Name of No. of Shares Percent

Class record owner and Beneficial Held of class
relationship with Owner &
Issuer Relationship
with Record
Owner
Common Metro Pacific Holdings, Filipino MPHI is both 14,598,654,069 46.27%
Shares Inc. (“MPHI”) record and
10th Floor Net One beneficial owner.
Center, 26th Street cor. Mr. Manuel V.
3rd Avenue. Bonifacio Pangilinan is
Global City, Taguig usually
City designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Common GT Capital Holdings, Filipino GT Capital 5,740,000,000 18.19%
Shares Inc. Holdings, Inc. is
43/F GT Tower the record owner
International, Ayala and the
Avenue cor. H.V. Dela beneficial owner.
Costa Street, Makati Mr. Alfred V. Ty
City is usually
designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Common Mit-Pacific Filipino Mit-Pacific 4,577,448,360 14.51%
Shares Infrastructure Holdings Infrastructure
Corporation Holdings
36th Floor, GT Tower Corporation is
International, 6813 the record owner
Ayala Avenue, Bel-Air, and the
1209 Makati City beneficial owner.
Mr. Iwami
Yoshitoshi is
usually
designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Common Government Service Filipino Government 3,646,115,056 11.56%
Shares Insurance System Service
Insurance
125
SCHEDULE I
GSIS Financial System is the

Center, Macapagal record owner
Blvd., Pasay City and the
beneficial owner.
Mr. Rodolfo G.
Del Rosario Jr.
is usually
designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Common MIG Holdings Filipino MIG Holdings 2,240,845,442 7.10%
Shares Incorporated Incorporated is
19th Floor, Liberty the record owner
Center, 104 Dela and the
Costa Street, Salcedo beneficial owner.
Village, Makati City Mr. Manuel V.
Pangilinan is
usually
designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Class “A” Metro Pacific Holdings, Filipino Metro Pacific 9,128,105,319 100%
Preferred Inc. Holdings, Inc. is
Shares 10th Floor Net One both record and
Center, 26th Street cor. beneficial owner.
3rd Avenue. Bonifacio Mr. Manuel V.
Global City, Taguig Pangilinan is
City usually
designated as its
representative,
with authority to
vote its shares,
at meetings of
shareholders.
Other than the abovementioned, MPIC has no knowledge of any person who, as at December 31, 2023, was
directly or indirectly the beneficial owner of, or who has voting power or investment power (pursuant to a
voting trust or other similar agreement) with respect to, shares comprising more than five percent (5%) of
MPIC’s outstanding common shares of stock.
126
SCHEDULE I
Security Ownership of Management as at December 31, 2023
Type of Name and Address of Owner Amount and nature of Citizenship Percent
Class Beneficial ownership of class
Direct Indirect
Common Manuel V. Pangilinan 1 2,240,845,442* Filipino 7.10%
15 Banaba Circle, South Forbes
Park, Brgy. Forbes Park, Makati City
Common Jose Ma. K. Lim 1 0 Filipino nil

315 Infante Street, Brgy. Little
Baguio, San Juan City
Common June Cheryl A. Cabal-Revilla 1 0 Filipino nil

111 Camia Street, Alabang,
Muntinlupa City
Common Ray C. Espinosa 2 0 Filipino nil

Unit 25-H, One McKinley Place, 26th
Street cor. 3rd Avenue, Brgy. Fort
Bonifacio, Bonifacio Global City,
Taguig
Common Ramoncito S. Fernandez 1 0 Filipino nil
16 Brazil Street, Loyola Grand Villas,
Quezon City
Augusto P. Palisoc Jr. 1 0 Filipino nil

Common 317 Apo Street, Ayala Alabang
Village, Brgy. Ayala Alabang,
Muntinlupa City
Rogelio L. Singson 1 0 Filipino nil

Common 12 San Geronimo Street
Magallanes Village
Makati City
Common Francisco C. Sebastian 100 0 Filipino nil

454 Ma. Cristina St., Ayala Alabang
Village, Muntinlupa City
Common Alfred V. Ty 1 0 Filipino nil

20/F GT Tower Ayala Avenue, Makati
City 1226
Common Ramon S. Ang 1 0 Filipino nil

671 Notre Dame Street
Wack-wack
Mandaluyong City
Common Ainoya Takehiko 1 0 Japanese nil

449-3-5002 Ichinotsubo
Nakahara-ku, Kawasaki-Shi
Kanagawa, Japan
127
SCHEDULE I
Type of Name and Address of Owner Amount and nature of Citizenship Percent
Class Beneficial ownership of class
Direct Indirect
Common Iwami Yoshitoshi 1 0 Japanese nil
One Serendra, 11th Avenue
and McKinley Parkaway
Bonifacio Global City, Taguig
Common Rodolfo G. Del Rosario, Jr. 1 0 Filipino nil

2 Bukidnon Street
Insular Village, Davao City
Davao
Common Jose Arnulfo A. Veloso 1 0 Filipino nil

1346 Psalm Drive
Dasmarinas Village
Makati City
Common Stanley H. Yang 1 0 Chinese nil

Unit 8B, Grand Hyatt Manila
Residences, Taguig City
Common Ricardo M. Pilares III 0 0 Filipino nil

309 & 310 Sandstone at Portico,
Capt. Henry Javier Street, Brgy.
Oranbo, Pasig City
Common Cristina S. Palma Gil-Fernandez 0 0 Filipino nil

19/F Liberty Center
104 H.V. dela Costa Street
Salcedo Village, Makati City
Aggregate for above named officers 115 2,240,845,442

and directors
* These common shares were acquired by MIG Holdings Incorporated, a company owned and controlled by Mr. Pangilinan.
128
SCHEDULE I
Changes in Control
MPIC is not aware of any voting trust agreements or any other similar agreements which may result in a
change in control of the Parent Company. No change in control of the Parent Company has occurred since
the beginning of last year.
Item 12. Certain Relationships and Related Party Transactions
Refer to Note 19, Related Party Transactions in the 2023 Audited Consolidated Financial Statements.
PART IV – CORPORATE GOVERNANCE
Item 13. Corporate Governance portion of the Annual Report
The Revised Manual on Corporate Governance (“Revised MOCG”) of the Parent Company details the
standards by which it conducts sound corporate governance that are coherent and consistent with relevant
laws and regulatory rules, and constantly strives to create value for its shareholders.
(A) Evaluation
In compliance with the Revised MOCG’s standard, evaluation is delegated to the Parent Company’s
Corporate Governance Officer and Compliance Officer who is a member of the Company’s senior
management. The Corporate Governance Officer and Compliance Officer is tasked with the
monitoring of the Parent Company’s compliance with its revised MOCG and related impositions of
regulatory agencies. Atty. Ricardo M. Pilares III, Vice President-Legal, holds the position of
Compliance Officer and Corporate Governance Officer
Ultimate responsibility for the Parent Company’s adherence to its Revised MOCG rests with its Board
of Directors, who also maintain five (5) committees, each charged with oversight into specific areas
of the Parent Company’s business activities:
• The Audit Committee is responsible for recommending the external auditor and ensuring that
non-audit work does not compromise their independence. The Audit Committee also approves
the Internal Audit function and scope of work. This committee has five (5) members, consisting
of Pedro O. Roxas (Chairperson), Artemio V. Panganiban, Francisco C. Sebastian, June
Cheryl A. Cabal-Revilla and Yoshitoshi Iwami. Joanna Carmela P. Sanalila is the Parent
Company’s Internal Audit Head while Ricardo M. Pilares III is the Parent Company's
Compliance Officer.
• The Risk, Cybersecurity and Data Privacy Committee assists the Board of Directors in (1)
fulfilling its oversight responsibilities over the Company’s enterprise risk management policy
and execution of risk management strategies and practices including regulatory and ethical
compliance monitoring and (2) fulfilling its functions to perform oversight of and give strategic
direction to the governance functions relating to data privacy and information security related
matters. The Parent Company conducts a semi-annual internal review of internal controls and
risk management practices of the subsidiaries, and certifies the same to the Committee. and
This committee has five (5) members consisting of Ray C. Espinosa (Chairperson), Alfred V.
Ty, Artemio V. Panganiban, Yoshitoshi Iwami and Ramon S. Ang. June Cheryl A. Cabal-
Revilla is the Company’s Chief Risk Officer while Angel Redoble is the Company’s Chief
Information Security Advisor.
• The Governance, Nomination and Sustainability Committee is tasked to do the following: (1)
ensure that the Parent Company conducts its business following sound corporate governance
principles and in accordance with relevant laws and regulatory rules, (2) develop and monitor
129
SCHEDULE I
the group’s sustainability goals, strategies and initiatives and (3) ensure that membership to
the Parent Company’s Board of Directors is filled by qualified members. This committee has
five (5) members consisting of Roberto C. Yap, S.J. (Chairperson), Francisco C. Sebastian,
Jose Ma. K. Lim, Yoshitoshi Iwami and Pedro O. Roxas. June Cheryl A. Cabal-Revilla is the
Company’s Chief Sustainability Officer while Ricardo M. Pilares III is the Company’s Corporate
Governance Officer.
• The Compensation Committee is tasked to ensure fair compensation practices are adhered
to throughout the organization. The Company’s Compensation Committee has five (5)
members consisting of Jose Ma. K. Lim (Chairperson), Manuel V. Pangilinan, Yoshitoshi
Iwami, Jose Arnulfo A. Veloso and Pedro O. Roxas.
• The Finance Committee is established to review the Company’s key financial and investment
strategies, including capital allocation decisions and monitoring investment performances. It
also identifies any related matters for referral to the Board for review and further consideration.
This committee has seven (7) members consisting of Oscar J. Hilado (Chairperson), Manuel
V. Pangilinan, June Cheryl A. Cabal-Revilla, Artemio V. Panganiban, Francisco C. Sebastian,
Yoshitoshi Iwami and Jose Arnulfo A. Veloso.
Each of the five (5) committees adopted its own Charter to guide the Committee members in the
performance of their functions and to formalize the applicable procedural mechanisms and oversight
function of each committee. All of the Charters were presented to and approved by the Board.
(B) Measures Taken to Comply with Adopted Leading Practices on Good Corporate Governance
Since its incorporation in 2006, the Board of Directors of the Parent Company held regular meetings,
each with a valid quorum. The Board committees regularly meet to ensure fair corporate governance
standards were being applied throughout the organization.
The Parent Company’s Code of Corporate Governance, which was adopted by its BOD on September
6, 2006, was revised and amended on March 3, 2011 taking into consideration the Revised Manual
on Corporate Governance under SEC Memorandum Circular No. 6, Series of 2009. The same was
likewise amended on June 4, 2016 and on May 30, 2017 to substantially adopt the provisions of SEC
Memorandum Circular No. 19, Series of 2016 (the “Code of Corporate Governance for Publicly Listed
Companies”), and on March 3, 2021 to amend the name of the Corporate Governance Committee to
Governance and Sustainability Committee (GSC) and add the functions on sustainability. On October
17, 2023, the charter was further amended to include the merger of the Nomination Committee to
GSC.
The Parent Company regularly reviews its governance policies to identify areas for improvement and
revisions as may be necessary or desirable to ensure that the Parent Company’s governance policies
are relevant and updated. In 2022, the Parent Company’s Board of Directors approved amendments
to the following governance policies: Code of Business Conduct and Ethics, Related Party
Transaction Policy, Conflict of Interest Policy, Policy on Gifts, Entertainment and Sponsored Travel,
Guidelines of Search Screening and Selection of Directors, and Policy on Succession Planning.
The Parent Company also adopted an ESG-linked compensation scheme for its employees as part
of its sustainability initiatives. The ESG-linked compensation scheme, where a portion of the
employees’ compensation incentives will be based on meeting certain ESG-linked targets, whereby
meeting these targets will result in an increase in the incentives, but at the same time, failing to meet
the identified targets will result in a reduction in the incentives, with a range of ten percent (10%). The
scheme includes governance KPIs, particularly on strong corporate governance and ethical practices
and reputational management. To implement these KPIs, the Parent Company required that 100% of
all employees must have received training and communication on anti-corruption, data privacy or
cybersecurity and the Parent Company must be able to maintain or improve on its ESG ratings from
130
SCHEDULE I
independent parties. These KPIs were achieved by the Parent Company, as confirmed after review
by the Parent Company’s Internal Audit Head and appointed external auditor, DNV Business
Assurance Singapore Pte. Ltd. (“DNV”).
The Parent Company conducts semi-annually an internal review of compliance with relevant laws and
regulations, and certifies the same to its Audit Committee. For the year 2023, the Parent Company
confirmed its compliance applicable laws and regulations, as well as with its Revised Manual on
Corporate Governance and its various policies. The Company is not a party to any legal proceedings
involving charges of bribery, corruption or anti-competitive practices. While the Company and certain
subsidiaries and investee companies are parties to certain lawsuits or claims, these lawsuits and
claims arise from the ordinary course of business operations. The inherent uncertainty over the
outcome of these matters is brought about by differences in the interpretation and implementation of
the relevant laws and regulations. A discussion of material proceedings involving the Parent Company
and its subsidiaries and/or investee companies is provided in this report.
(C) Any Deviation from the Parent Company’s Manual of Corporate Governance
The Parent Company is committed to fostering good corporate governance practices including a clear
understanding by directors of the Parent Company’s strategic objectives, structures to ensure that the
objectives are being met, systems to ensure the effective management of risks, and the mechanisms
to ensure that the Parent Company’s obligations are identified and discharged in all aspects of its
business. The Company confirmed its compliance with the provisions of its Revised Manual on
Corporate Governance for the year 2023, as certified by its Compliance Officer to the Securities and
Exchange Commission on January 9, 2024.
(D) Any Plan to Improve the Parent Company’s Corporate Governance
The Parent Company continues to evaluate and review its Revised MOCG to ensure that the
leading practices on good corporate governance are being adopted.
Item 14. Integrated Report
This Integrated Report has been prepared in accordance with the guiding principles and requirements of
the International Integrated Reporting <IR> Framework. In addition, it is guided by relevant standards of the
Sustainability Accounting Standards Board (“SASB”), United Nations Global Compact (“UNGC”),10
Principles, Task Force on Climate-Related Financial Disclosures (“TCFD”), and
Global Reporting Initiative (“GRI”). This is available for download from MPIC’s corporate website
(https://www.mpic.com.ph/wp-content/uploads/2024/04/MPIC-IR-2023.pdf).
131
SCHEDULE I
PART V – EXHIBITS AND SCHEDULES
Item 15. Exhibits and Reports on SEC Form 17-C (Current Reports)
MPIC reported the following items on SEC Form 17-C for the year 2023:
Items Reported Date Filed

1 Attendance of the MPI Board of Directors for 2022 January 12
2 Acquisition of Metro Pacific Agro Ventures, Inc. of a 34.76%
February 07
interest in Axelum Resources Corporation
3 Metro Pacific Agro Ventures, Inc. launching of The Vegetable
February 20
Greenhouse Project
4 Media and Analysts’ Briefing on the Company’s financial and
February 28
operating results for the Full Year 2022
5 Results of the regular meeting of the MPIC Board of Directors
March 08
held on 08 March 2023
6 Execution of an agreement to acquire shares in SP New Energy
Corporation (“SPNEC”) from Solar Philippines Power Projects March 28
Holdings, Inc. (“SPPPHI”)
7 Passing of MPIC director, Mr. Albert F. del Rosario April 18
April 24
operating results for the 1st Quarter of 2023
9 Application for Voluntary Delisting April 26
10 Postponement of the Annual Stockholders' Meeting April 26
11 Application for Voluntary Trading Suspension April 26
12 Results of the regular meeting of the MPIC Board of Directors
May 02
held on May 03, 2023
13 Resignation of Mr. Rodrigo E. Franco as Director of MPIC and
May 03
appointment of Mr. Rogelio L. Singson
14 Completion of acquisition of 1.6 Billion common shares in SP New
May 08
Energy Corporation
15 Maynilad signing of the Amendments to the Revised Concession
May 11
Agreement
16 Request for deferment of the Shareholders’ Vote to approve the
June 01
Voluntary Delisting
17 Results of the Annual Shareholders' Meeting and Organizational
June 06
Meeting of the Board of Directors
18 Approval by the TRB of Toll Adjustment for NLEX June 13
19 Filing of an application for Voluntary Delisting of its Common
July 03
Shares from the Philippine Stock Exchange
20 Request for Voluntary Trading Suspension with the Philippine
July 03
Stock Exchange
21 Notice of Special Shareholders’ Meeting July 03
22 Tender Offer Notice and Application for Voluntary Delisting
July 03
approval
23 Outcome of Writ of Kalikasan Case July 20
24 Results of the Special Shareholders’ Meeting August 08
25 Receipt of the Tender Offer Report August 08
26 Filing of a Petition for Voluntary Delisting August 09
August 09
operating results for the first half of 2023
28 Results of the August 2023 Board Meeting August 14
29 Updates on the Results of the Tender Offer and Notice of
September 08
Extension of TO Period
30 Indicative Results of the Tender Offer September 20
31 Final Results of the Tender Offer September 27
32 Participation in JORR Elevated Expressway October 12
33 Results of the October 17 Special Board Meeting October 19
34 Subscription to shares in PT Margautama Nusantara November 06
132
SCHEDULE I
Items Reported Date Filed

35 Additional Subscriptions in MPIC November 09
36 Update on the Venue of the Special Shareholders Meeting November 10
37 Request for Exemptive Relief November 10
38 Results of the Special Shareholders’ Meeting December 06
39 Amendments to Metro Pacific Agro Ventures, Inc Agreement with
December 20
Axelum Resources Corp.
133
SCHEDULE I
Item 16. Definition of Terms
Acronym Definition
AC Audit Committee
ACM Asbestos Containing Material
AFCS Project Automated Fare Collection System Project
AFPI AF Payments Inc.
ARC Axelum Resources Corporation
ATEC Alsons Thermal Energy Corporation
BCDA Bases Conversion and Development Authority
Beacon Electric Beacon Electric Asset Holdings, Inc
BFP Bureau of Fire Protection
BOD Board of Directors
BOI Board of Investments
BPHI Beacon Powergen Holdings, Inc.
BSD Bintaro Serpong Damai
BulacanSol PowerSource First Bulacan Solar, Inc.
Byahe On-Us Solutions, Inc.
CALAX Cavite-Laguna Expressway
CAPEX Capital Expenditures
CAVITEX Manila – Cavite Expressway
CC Compensation Committee
CCLEC Cebu Cordova Link Expressway Corporation
CCLEX Cebu Cordova Link Expressway
CCLink CAVITEX-CALAX Link

COBI holds a 30-yr bulk water supply agreement to supply up to 100 mld of
CDO Project treated water to COWD
CEO Chief Executive Officer
CFO Chief Financial Officer
CIC Cavitex Infrastructure Corporation
CII B&R CII Bridges and Roads Investment Joint Stock Company
Corporate Information Solutions, Inc., CIS Bayad Center, Inc., Customer
CIS Group Frontline Solutions, Inc. and Fieldtech Specialist, Inc.
CIT Corporate Income Tax
Clark Electric Clark Electric Distribution Corporation
CMWD Cebu Manila Water Development, Inc.
COBI Cagayan De Oro Bulk Water Inc.
Code of Ethics Code of Ethics for Professional Accountants in the Philippines
Comstech Comstech Integration Alliance, Inc.
Connector Road NLEX-SLEX Connector Road
COVID-19 Coronavirus
COWD Cagayan de Oro Water District
CPCN Certificate of Public Convenience and Necessity
CREATE Corporate Recovery and Tax Incentives for Enterprises Act
134
SCHEDULE I
CSEZ Clark Special Economic Zone

CSO Chief Sustainability Officer
CSP Competitive Selection Process
CSR corporate social responsibility
CTBEx Cavite-Tagaytay-Batangas Expressway
DCC PT Dain Celicani Cemerlang
DCWD Dumaguete City Water District
DENR Department of Environment and Natural Resources
DMA District Metered Area
DMCI DMCI Holdings, Inc.
DMT Don Muang Tollway
DOE Department of Energy
Dole Dole Philippines, Inc.
DOTr Department of Transportation
DPWH Department of Public Works and Highways
DSA debt service account
DTRU Distribution Rate True‐up
DU distribution utility
DWR Department of Water Resources
EBITDA Earnings before interest, taxes and depreciation and amortization
ECC Environmental Compliance Certificate
ECQ Enhanced Community Quarantine
EDSA Epifanio de los Santos Avenue
EIH Enterprise Investment Holdings, Inc.
eMERALCO Ventures, Inc., Paragon Vertical Corporation and Radius
e-MVI Group Telecoms, Inc.
EPC Engineering, Procurement and Construction
EPIRA Electric Power Industry Reform Act
EquiPacific EquiPacific HoldCo Inc.
ERC Energy Regulatory Commission
ESTII EcoSystem Technologies International, Inc.
FBDC Fort Bonifacio Development Corporation
FC Finance Committee
FIA Foreign Investments Act
FPC First Pacific Company Limited
FPIL First Pacific International Limited
GBPC Global Business Power Corporation
Gen-4 Generation-4
GhG Greenhouse Gas
Globe Globe Telecom, Inc.
GLOMO Global Mobile Awards
GRI Global Reporting Initiative
Group MPIC and subsidiaries
GSC Governance and Sustainability Committee
GSO Gapan – San Fernando – Olongapo
135
SCHEDULE I
GTCHI GT Capital Holdings, Inc.

HHMH Howard Hubbard Memorial Hospital
IAI Innovative Agriculture (Agro) Industry Ltd.
IAR Interim Average Rate
ICSI Institute on Church and Social Issues
IME PT Inpola Meka Energi
Japex Jakarta-Cikampek Elevated
JASA Jose Abad Santos Avenue
Jasa Marga PT Jasa Marga (Persero) Tbk
JJC Jasa Marga Jalanlayang Cikampek
JTSE PT Jalan Tol Seksi Empat
KIM Kawasan Industri Medan
KIT Keppel Infrastructure Trust
KKR Kohlberg Kravis Roberts & Co.
km kilometer
kph km per hour
kV kilovolt
kWh kilowatt-hour
Landco Landco Pacific Corporation
LARC Laguna Water District Aquatech Resources Corp
LCAL Leighton Contractors (Asia) Limited
LGU local government units
LLDA Laguna Lake Developent Authority
LNG liquified natural gas
LRMC Light Rail Manila Corporation
LRMH Light Rail Manila Holdings Inc.
LRT-1 Light Rail Transit – Line 1
LRT-2 Light Rail Transit Line 2
LRTA Light Rail Transportation Authority
LRV Light rail vehicles
LTIP Long-term Incentive Plan
LWD Laguna Water District
Manila Water Manila Water Company, Inc.
Maynilad Maynilad Water Services, Inc.
MCOH MetroPac Cagayan De Oro Holdings, Inc.
MDW Metro Pacific Dumaguete Water Services Inc
MECQ Modified Enhanced Community Quarantine
MERALCO Manila Electric Company
METPower MetPower Ventures Partners Holdings, Inc.
MDW holds a 25-year concession to rehabilitate, operate, maintain and
Metro Dumaguete expand DCWD’s existing water distribution system and develop wastewater
Distribution Project facilities to serve DCWD’s service area
Metro Iloilo Bulk MIBWSC holds a 25-year bulk water supply project to supply MIWD up to
Project 170 MLD
136
SCHEDULE I
MPIWI holds a 25-year concession to rehabilitate, operate, maintain and

Metro Iloilo expand MIWD’s existing water distribution system and provide sanitation
Distribution Project services to MIWD’s service area
Mgen MERALCO PowerGen Corporation
Mgreen Mgen Renewable Energy, Inc.
MIBWSC Metro Iloilo Bulk Water Supply Corporation
MIESCOR Group MIESCOR, Miescor Builders, Inc. and Miescor Logistics, Inc.
MIWD Metro Iloilo Water District
MLD million liters per day
MMI MetroPac Movers, Inc
MMN PT Metro Makassar Network
MMT Multipartite Monitoring Team
MNR or Manila North
Road MacArthur Highway
MoTP Modular Treatment Plants
MPAV Metro Pacific Agro Ventures Inc.
MPC Metro Pacific Corporation
MPCALA MPCALA Holdings
MPH Metro Pacific Health Corporation
MPHI Metro Pacific Holdings, Inc.
MPIC or Parent
Company Metro Pacific Investments Corporation
MPIC Hospital Group MPH and subsidiaries
MPIWI Metro Pacific Iloilo Water, Inc.
MPLCI MetroPac Logistics Company, Inc
MPLRC Metro Pacific Light Rail Corporation
MPT Mobility MPT Mobility Corporation
MPTC Metro Pacific Tollways Corporation
MPTDSI Metro Pacific Tollways Data Services Inc.
MPW MetroPac Water Investments Corporation
MRT-3 Metro Railway Transport 3
MTP Modular Treatment Plant
MUN PT Margautama Nusantara
MVA mega volt amperes
MVPI Metro Vantage Properties, Inc.
MW Megawatt
MWCI Manila Water Consortium Inc
MWHCI Maynilad Water Holding Company, Inc.
MWSS Metropolitan Waterworks and Sewerage System
MWSS RO MWSS Regulatory Office
NC Nominations Committee
NLEX North Luzon Expressway
NLEX Corp NLEX Corporation
NRI non-recurring items
NRW Non-Revenue Water
NWRB National Water Resources Board
137
SCHEDULE I
O&M Operation & Maintenance
OCA or Maynilad CA Original Concession Agreement

the offer and sale by MPHI of 1,812,000,000 common shares of MPIC at the
Offer Offer Price of P4.90 per share
OPT Other Percentage Tax
OT Operational Technology
PBR Performance-Based Regulations
PCEV PLDT Communications and Energy Ventures Inc.
PCSPC Philippine Coastal Storage & Pipeline Corporation
PDRF Philippine Disaster Resilience Foundation
PFRS Philippine Financial Reporting Standards
PHI Philippine Hydro, Inc.
PLDT Philippine Long Distance Telephone Company, Inc.
PLP PacificLight Power Pte Ltd.
PNCC Philippine National Construction Corporation
PNP Philippine National Police
PNW BOO Phu Ninh Water Treatment Plant Joint Stock Company
PPA Power Purchase Agreement
PPE personal protective equipment
PPP Public-Private Partnership
PSA Power Supply Agreement
PSE Philippine Stock Exchange
PT Nusantara PT Nusantara Infrastructure Tbk
PWTP 2 Putatan Water Treatment Plant 2
RA Republic Act
RAB regulated asset base
RCA Revised Concession Agreement
RCOA Retail Competition and Open Access
REDAS Rapid Earthquake Damage Assessment System
RE renewable energy
RES retail electricity supply
Revised MOCG Revised Manual on Corporate Governance
RFID Radio-Frequency Identification
RMC Risk Management Committee
ROP or Government Republic of the Philippines
RP Regulatory Period
RPSL PT Rezeki Perkasa Sejahtera Lestari
RSUP Restricted Stock Unit Plan
RTLL Retail Trade Liberalization Law
RY Regulatory Years
Sarangani Energy Sarangani Energy Corporation
SASB Sustainability Accounting Standards Board
SB Southbound
SBMA Subic Bay Metropolitan Authority
138
SCHEDULE I
SCTEX Subic-Clark-Tarlac Expressway

SCTK PT Sarana Catur Tirta Kelola
SEC Securities and Exchange Commission
SGV SGV & Co.
SIEM Security Information and Event Management
SLEX South Luzon Expressway
SRC Securities Regulation Code
SS3 Skyway Stage 3
STP Sewerage Treatment Plants
Sumitomo Sumitomo Corporation
TCFD Task Force on Climate-Related Financial Disclosures
TLW Tuan Loc Water Resources Investment Joint Stock Company
TRB Toll Regulatory Board
TOA Toll Operation Agreement
UNGC United Nations Global Compact
UNICEF United Nations Children's Fund
UVC ultraviolet-C
VAPT Vulnerability Assessment and External Penetration Testing
WESM Wholesale Electricity Spot Market
WRC Water Regulatory Commission
139
SCHEDULE I
INDEX TO FINANCIAL STATEMENTS

AND SUPPLEMENTARY SCHEDULES
142
SCHEDULE I
0Item 18. Index to Financial Statements and Supplementary Schedules

i. Exhibit I - 2020 Audited Financial Statements
Exhibit II - Supplementary Schedule
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
FORM 17-A, Item 16
CONTENTS
Exhibit I - Audited Financial Statements
Statement of Management Responsibility for Financial Statements

Report of Independent Auditors
Consolidated Statements of Financial Position as at
December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2023, 2022, and 2021
Consolidated Statements of Changes in Equity for the years ended
December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the years ended
December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Exhibit II - Supplementary Schedules
Report of Independent Auditors on Supplementary Schedules

Schedule I. Financial Soundness Indicators
Schedule II. Retained Earnings Available for Dividend Declaration
Schedule III. Supplementary Schedules Required by Paragraph 6D, Part II
Under SRC Rule 68, As Amended (2011)
A. Financial Assets
B. Amounts Receivable from Directors, Officers, Employees, Related Parties
and Principal stockholders (Other than Related Parties)
C. Amounts Receivable from Related Parties which are Eliminated during the Consolidation of
Financial Statements
D. Intangible Assets – Other Assets
E. Long-term Debt
F. Indebtedness to Related Parties (Long-term Loans from Related Companies)
G. Guarantees of Securities of Other Issuers
H. Capital Stock
Schedule IV. MPIC Group Structure as of December 31, 2023
143
SCHEDULE I
EXHIBIT I
2023 AUDITED FINANCIAL STATEMENTS
144
COVER SHEET
for
AUDITED FINANCIAL STATEMENTS
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 )
9 t h F l o o r , T o w e r 1 , R o c k w e l l
B u s i n e s s C e n t e r , O r t i g a s A v e n u
e , P a s i g C i t y
Form Type Department requiring the report Secondary License Type, If Applicable
A C F S
COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
compliance@mpic.com.ph +632-8888-0888 09498895494
No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)
2,396 as of 12.31.2023 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
Ms. June Cheryl A. Cabal- jcrevilla@mpic.com.ph +632-8888-0888 –
Revilla
CONTACT PERSON’s ADDRESS
9th Floor, Tower 1, Rockwell Business Center, Ortigas Avenue, Pasig City
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.
*SGVFS189808*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines
INDEPENDENT AUDITOR’S REPORT
The Board of Directors and Stockholders

Metro Pacific Investments Corporation
9th Floor, Tower 1
Rockwell Business Center
Opinion
We have audited the consolidated financial statements of Metro Pacific Investments Corporation and its
subsidiaries (the Company), which comprise the consolidated statements of financial position as at
December 31, 2023 and 2022, and the consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for each of the three years in
the period ended December 31, 2023, and notes to the consolidated financial statements, including a
summary of material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Company as at December 31, 2023 and 2022, and its
consolidated financial performance and its consolidated cash flows for each of the three years in the
period ended December 31, 2023 in accordance with Philippine Financial Reporting Standards (PFRSs).
Basis for Opinion
We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Management is responsible for the other information. The other information comprises the information
included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2023, but does not include the consolidated financial statements and our
auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and
Annual Report for the year ended December 31, 2023 are expected to be made available to us after the
date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.
*SGVFS189808*
A member firm of Ernst & Young Global Limited
-2-
In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audits, or otherwise appears to be materially misstated.
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the consolidated financial statements,
management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. Those charged with governance are responsible for overseeing the
Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
*SGVFS189808*
-3-
 Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Johnny F. Ang.
SYCIP GORRES VELAYO & CO.
Johnny F. Ang
Partner
CPA Certificate No. 0108257
Tax Identification No. 221-717-423
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-101-2021, October 1, 2021, valid until September 30, 2024
PTR No. 10079896, January 5, 2024, Makati City
April 2, 2024
*SGVFS189808*
METRO PACIFIC INVESTMENTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Millions)
December 31
2023 2022
ASSETS
Current Assets
Cash and cash equivalents (Notes 7, 33 and 34) P
=39,372 =33,595
P
Short-term placements (Notes 7, 33 and 34) 1,742 8,827
Restricted cash (Notes 7, 30, 33 and 34) 17,093 4,767
Receivables (Notes 8, 19, 33 and 34) 8,870 9,195
Other current assets (Notes 9, 10, 33 and 34) 16,085 12,540
Total Current Assets 83,162 68,924
Noncurrent Assets
Investments and advances (Notes 10, 29, 33, and 34) 205,325 196,323
Service concession assets (Notes 1, 12 and 14) 374,694 331,693
Property, plant and equipment (Note 13) 7,809 6,904
Goodwill (Note 11) 15,240 15,241
Intangible assets (Note 11) 1,027 377
Deferred tax assets (Note 26) 923 769
Other noncurrent assets (Notes 8, 9, 10, 18, 19, 23, 33 and 34) 28,945 23,565
Total Noncurrent Assets 633,963 574,872
P
=717,125 =643,796
P
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and other current liabilities (Notes 15, 19, 33 and 34) P
=46,354 =44,784
P
Income tax payable 1,271 1,283
Due to related parties (Notes 19, 33 and 34) 93 83
Short-term and current portion of long-term debt
(Notes 18, 33 and 34) 39,199 20,842
Current portion of:
Provisions (Note 16) 8,550 8,337
Service concession fees payable (Notes 17, 33 and 34) 1,223 1,289
Total Current Liabilities 96,690 76,618
(Forward)
*SGVFS189808*
-2-
December 31
2023 2022
Provisions (Note 16) P
=4,073 P3,030
=
Service concession fees payable (Notes 17, 33 and 34) 28,541 28,453
Long-term debt (Notes 18, 34 and 35) 277,506 271,625
Deferred tax liabilities (Note 26) 10,904 9,898
Other long-term liabilities (Notes 15, 23, 29, 33, 34 and 35) 10,399 9,131
Total Noncurrent Liabilities 331,423 322,137
Total Liabilities 428,113 398,755
Equity (Note 20)

Owners of the Parent Company:
Capital stock 34,534 31,661
Additional paid-in capital 80,678 68,638
Treasury shares (10,789) (10,703)
Equity reserves 3,472 (1,377)
Retained earnings 122,041 105,692
Other comprehensive income reserve 3,165 6,177
Total equity attributable to owners of the Parent Company 233,101 200,088
Non-controlling interest 55,911 44,953
Total Equity 289,012 245,041
P
=717,125 =643,796
P
See accompanying Notes to Consolidated Financial Statements.
*SGVFS189808*
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions, Except Earnings Per Share Figures)
Years Ended December 31

2023 2022 2021
CONTINUING OPERATIONS
OPERATING REVENUES (Notes 1 and 5) P61,328
= P50,882
= P43,561
=
COST OF SALES AND SERVICES (Note 21) (22,761) (19,818) (18,594)
GROSS PROFIT 38,567 31,064 24,967
General and administrative expenses (Note 22) (13,035) (11,732) (10,417)
Interest expense (Note 24) (13,003) (10,306) (9,230)
Share in net earnings of equity method investees (Note 10) 16,189 14,210 10,302
Interest income (Note 24) 1,905 1,134 745
Construction revenue (Note 3) 36,991 35,441 27,014
Construction costs (Note 3) (36,991) (35,441) (27,014)
Provision for decline in value of assets (Note 24) (290) (9,485) (9,089)
Others (Note 24) 2,100 2,056 (92)
INCOME BEFORE INCOME TAX FROM
CONTINUING OPERATIONS 32,433 16,941 7,186
PROVISION FOR INCOME TAX (Note 26) 6,076 3,804 1,259
NET INCOME FROM CONTINUING OPERATIONS 26,357 13,137 5,927
OPERATIONS OF ENTITIES UNDER PFRS 5:
Result of operations (Note 32) – – 1,167
Gain on deconsolidation (Note 32) – – 4,575
– – 5,742
NET INCOME 26,357 13,137 11,669
OTHER COMPREHENSIVE INCOME (LOSS)
– NET (Note 25):
From Continuing Operations:
To be reclassified to profit or loss in subsequent periods (777) 1,423 1,087
Not to be reclassified to profit or loss in subsequent periods (2,245) 3,227 3,773
(3,022) 4,650 4,860
From Operations of Entities Under PFRS 5:
Not to be reclassified to profit or loss in subsequent periods
(Note 32) – – (21)
(3,022) 4,650 4,839
TOTAL COMPREHENSIVE INCOME =23,335
P =17,787
P =16,508
P
Net income attributable to:

Owners of the Parent Company =19,916
P =10,495
P =10,119
P
Non-controlling interest 6,441 2,642 1,550
=26,357
P =13,137
P =11,669
P
Total comprehensive income attributable to:

Owners of the Parent Company =16,962
P =15,085
P =14,530
P
Non-controlling interest 6,373 2,702 1,978
=23,335
P =17,787
P =16,508
P
*SGVFS189808*
-2-

2023 2022 2021
Parent Company:
From continuing operations =16,962
P =15,085
P P9,461
=
From operations of entities under PFRS 5 – – 5,069
=16,962
P =15,085
P =14,530
P
BASIC EARNINGS PER COMMON

SHARE (Note 27)
From continuing operations =0.6838
P =0.3563
P P0.1649
=
From operations of entities under PFRS 5 – – 0.1671
=0.6838
P =0.3563
P =0.3320
P
DILUTED EARNINGS PER COMMON

SHARE (Note 27)
From continuing operations =0.6838
P =0.3563
P P0.1649
=
From operations of entities under PFRS 5 – – 0.1671
=0.6838
P =0.3563
P =0.3320
P
*SGVFS189808*
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
Year Ended December 31, 2023

Attributable to Owners of the Parent Company
Other
Additional Comprehensive Non-
Paid-in Treasury Retained Income (“OCI”) controlling
Capital Stock Capital Shares Equity Earnings Reserve Interest Total
(Note 20) (Note 20) (Note 20) Reserves (Note 20) (Note 20) Total (“NCI”) Equity
At January 1, 2023 P
= 31,661 P
= 68,638 (P= 10,703) (P
= 1,377) P
= 105,692 P
= 6,177 P
= 200,088 P
= 44,953 P
= 245,041
Total comprehensive income for the year:
Net income – – – – 19,916 – 19,916 6,441 26,357
OCI (Note 25) – – – – – (2,954) (2,954) (68) (3,022)
Common stocks issued (Note 20) 2,873 12,040 – – – – 14,913 – 14,913
Disposal of FVOCI financial assets – – – – 58 (58) – – –
Treasury shares (Note 20) – – (86) – – – (86) – (86)
Cash dividends declared (Note 20) – – – – (3,625) – (3,625) – (3,625)
Recognition of financial liability on NCI put option
(Notes 15 and 29) – – – (516) – – (516) (667) (1,183)
Partial disposal of interest in subsidiaries (Note 4) – – – 5,308 – – 5,308 6,628 11,936
Acquisition of and other movements in NCI
(Notes 4, 6 and 40) – – – 57 – – 57 2,243 2,300
Dividends declared to non-controlling
stockholders (Note 6) – – – – – – – (3,619) (3,619)
At December 31, 2023 P
= 34,534 P
= 80,678 (P
= 10,789) P
= 3,472 P
= 122,041 P
= 3,165 P
= 233,101 P
= 55,911 P
= 289,012
*SGVFS189808*
-2-

Other
Paid-in Treasury Retained Income (“OCI”) controlling
Capital Stock Capital Shares Equity Earnings Reserve Interest Total
(Note 20) (Note 20) (Note 20) Reserves (Note 20) (Note 20) Total (“NCI”) Equity
At January 1, 2022 =31,661
P =68,638
P (P
=5,705) (P
=1,352) =98,475
P =1,587
P =193,304
P =43,561
P =236,865
P
Net income – – – – 10,495 – 10,495 2,642 13,137
OCI (Note 25) – – – – – 4,590 4,590 60 4,650
Restricted Stock Unit Plan (“RSUP”) (Note 28) – – – 18 – – 18 – 18
Treasury shares (Note 20) – – (4,998) – – – (4,998) – (4,998)
Cash dividends declared (Note 20) – – – – (3,278) – (3,278) – (3,278)
(Notes 15 and 29) – – – (45) – – (45) (309) (354)
(Notes 4, 6 and 40) – – – 2 – – 2 1,488 1,490
stockholders (Note 6) – – – – – – – (2,489) (2,489)
At December 31, 2022 =31,661
P =68,638
P (P
=10,703) (P
=1,377) =105,692
P =6,177
P =200,088
P =44,953
P =245,041
P
*SGVFS189808*
-3-

Other
Paid-in Treasury Retained Income (“OCI”) Reserves Under controlling
Capital Stock Capital Shares Equity Earnings Reserve PFRS 5* Interest Total
(Note 20) (Note 20) (Note 20) Reserves (Note 20) (Note 20) (Note 32) Total (“NCI”) Equity
At January 1, 2021 =31,661
P =68,638
P (P
=3,420) (P
=943) =91,898
P (P
=3,103) =129
P =184,860
P =59,487
P =244,347
P
Net income – – – – 10,119 – – 10,119 1,550 11,669
OCI (Notes 25 and 32) – – – – – 4,432 (21) 4,411 428 4,839
Restricted Stock Unit Plan (“RSUP”) (Note 28) – – – 22 – – – 22 – 22
Treasury shares – – (2,285) – – – – (2,285) – (2,285)
Cash dividends declared (Note 20) – – – – (3,392) – – (3,392) – (3,392)
(Notes 15 and 29) – – – (431) – – – (431) 113 (318)
(Notes 4, 6, 32 and 40) – – – – (150) 258 (108) – (15,600) (15,600)
stockholders (Note 6) – – – – – – – – (2,417) (2,417)
At December 31, 2021 =31,661
P =68,638
P (P
=5,705) (P
=1,352) =98,475
P =1,587
P =–
P =193,304
P =43,561
P =236,865
P
*As a result of a subsidiary qualifying as a group held for deemed disposal under PFRS 5 (see Note 32 for details).
*SGVFS189808*
CONSOLIDATED STATEMENTS OF CASH FLOWS

2023 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax from continuing operations =32,433
P =16,941
P =7,186
P
Income before income tax from
operations of entities under PFRS 5 (Note 32) – – 5,534
Income before income tax 32,433 16,941 12,720
Adjustments for:
(Notes 10 and 32) (16,189) (14,210) (10,302)
Interest expense (Note 24) 13,003 10,306 9,230
Amortization of service concession assets
(Notes 12 and 21) 5,151 4,602 5,930
Interest income (Note 24) (1,905) (1,134) (745)
Depreciation and amortization
(Notes 11, 13, 21 and 22) 1,247 1,138 1,341
Long-term incentive plan expense (Note 23) 593 261 314
Gain on sale of investments (Notes 24 and 32) (224) – (5,648)
Dividend income (Note 24) (124) (103) (62)
Unrealized foreign exchange loss (gain) - net (71) 587 1,005
Provision for decline in value of assets
(Notes 3, 9, 10, 11, 12 and 24) 290 9,485 9,089
Gain on acquisition of a subsidiary (Notes 4 and 24) – (502) –
Gain on reversal of impairment (Notes 4, 10 and 24) – (2,287) –
Others 75 49 (4)
Operating income before working capital changes 34,279 25,133 22,868
Decrease (increase) in:
Receivables 1,018 (929) (104)
Other current assets and restricted cash (2,239) (2,127) (624)
Increase in accounts payable, provisions and other current
liabilities (1,244) 4,001 338
Net cash generated from operations 31,814 26,078 22,478
Income taxes paid (5,509) (3,988) (3,128)
Interest received 1,362 638 370
Net cash from operating activities 27,667 22,728 19,720
CASH FLOWS FROM INVESTING ACTIVITIES
Dividends received from:
Equity method investees (Note 10) 11,207 8,624 6,713
Financial assets (Notes 24, 33, and 34) 124 103 74
Collection of or proceeds from sale/disposal of:
Financial assets (Notes 33 and 34) 430 – –
Investment in equity accounted entities (Note 10) 308 129 7,166
Investment in a subsidiary (net of transaction costs,
Notes 4, 29, and 32) 182 4,324 10,456
Property, plant and equipment (Note 13) 62 150 175
Return of capital (Note 10) 284 – –
Acquisition of subsidiaries, net of cash acquired (Note 4) – 470 –
(Forward)
*SGVFS189808*
-2-

2023 2022 2021
Additions to:
Service concession assets (Note 12) (P
=46,455) (P
=39,875) (P
=34,777)
Financial assets (Note 34) (2,001) – –
Property, plant and equipment (Note 13) (1,535) (1,587) (2,371)
Investments in equity method investees (Note 10) (5,054) (23,346) (8,076)
Investments in subsidiary, net of cash acquired (Note 4) (273) – –
Decrease (increase) in:
Short-term placements 7,084 (4,115) 1,997
Other noncurrent assets (5,583) (2,671) 397
Net cash used in investing activities (41,220) (57,794) (18,246)
CASH FLOWS FROM FINANCING ACTIVITIES

Receipt of or proceeds from:
Short-term and long-term debt (Notes 18 and 34) 39,107 73,025 40,072
New shares issuance (Note 20) 14,760 – –
Issuance of shares by a subsidiary (Note 4) 11,936 – –
Contribution from non-controlling stockholders
and other movements (Note 6) 2,267 1,646 1,770
Payments/restricted of/for:
Short-term and long-term debt (Notes 18 and 36) (15,926) (27,419) (25,686)
Debt service account (13,023) (2,176) (187)
Interest and other financing charges (11,155) (8,788) (8,472)
Service concession fees payable (Notes 17 and 36) (1,048) (861) (1,070)
Due to related parties (Note 36) – – (2,450)
Dividends paid to non-controlling stockholders (Note 6) (3,240) (2,760) (2,292)
Dividends paid to owners of the Parent Company
(Note 20) (3,625) (3,278) (3,392)
Treasury shares (Note 20) (86) (4,998) (2,285)
Lease liability (376) (272) (494)
Debt issuance cost (Note 18) (261) (316) (324)
Net cash from (used in) financing activities 19,330 23,803 (4,810)
NET INCREASE (DECREASE) IN CASH AND

CASH EQUIVALENTS 5,777 (11,263) (3,336)
CASH AND CASH EQUIVALENTS

AT BEGINNING OF YEAR (Note 7) 33,595 44,858 48,194
CASH AND CASH EQUIVALENTS

AT END OF YEAR (Note 7) =39,372
P =33,595
P =44,858
P
*SGVFS189808*
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
General
Metro Pacific Investments Corporation (the “Parent Company” or “MPIC”) was incorporated in the
Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”) on
March 20, 2006 as an investment holding company. MPIC’s common shares of stock were
previously listed in and traded through the Philippine Stock Exchange (“PSE”). On September 29,
2023, the PSE approved MPIC’s Petition for Voluntary Delisting and accordingly ordered the
delisting of the latter’s shares from the Official Registry of the Exchange effective October 9, 2023
(see in Note 20).
The principal activities of the Parent Company’s subsidiaries and equity method investees are
described below (see Company’s Operating Segments) and in Notes 10 and 40. The Parent Company
and its subsidiaries are collectively referred to as the “Company” or the “Group”.
Metro Pacific Holdings, Inc. (“MPHI”) owns 46.27% and 46.08% of the total issued and outstanding
common shares of MPIC as at December 31, 2023 and 2022, respectively. As sole holder of the
voting Class A Preferred Shares, MPHI’s combined voting interest as a result of all of its
shareholdings is estimated at 58.32% and 59.09% as at December 31, 2023 and 2022,
respectively (see Note 20).
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.
Amendment of Articles of Incorporation

On April 26, 2021, the Board of Directors (“BOD”) of MPIC approved a resolution to amend the
Third Article of the Parent Company's Articles of Incorporation changing its principal office address
to 9th Floor, Tower 1, Rockwell Business Center, Ortigas Avenue, Pasig City. The aforementioned
amendment has been approved by the shareholders on May 28, 2021 and by the SEC on
March 7, 2022.
The accompanying consolidated financial statements as at December 31, 2023 and 2022 and for each
of the three years in the period ended December 31, 2023 were approved and authorized for issuance
by MPIC BOD on April 2, 2024.
Company’s Operating Segments

and products:
 Power, which primarily relates to the operations of Manila Electric Company (“MERALCO”) in
relation to the distribution, supply and generation of electricity. The investment in MERALCO is
held both directly and indirectly through Beacon Electric Asset Holdings, Inc. (“Beacon
Electric”).
*SGVFS189808*
-2-
The investment in GBPC which is held through Beacon Electric’s wholly-owned entity, Beacon
PowerGen Holdings Inc. (“BPHI”, now merged with Beacon Electric as the surviving entity;
see Note 32), has been sold to Meralco PowerGen Corporation (“MGen”), a wholly-owned
subsidiary of MERALCO on March 31, 2021. In view of the sale, the assets and liabilities of
GBPC were deconsolidated. The results of its operations and the corresponding gain from the
sale are presented under “Operations of an Entity under PFRS 5” (see Note 32).
 Toll operations, which primarily relate to operations and maintenance of toll facilities by Metro
Pacific Tollways Corporation (“MPTC”) and its subsidiaries NLEX Corporation (“NLEX
Corp.”), Cavitex Infrastructure Corporation (“CIC”), MPCALA Holdings (“MPCALA”), Cebu
Cordova Link Expressway Corporation (“CCLEC”), and foreign investees, CII Bridges and
Roads Investment Joint Stock Company (“CII B&R”), PT Nusantara Infrastructure Tbk (“PT
Nusantara”) and Jasa Marga Jalanlayang Cikampek (“JJC”) (see Notes 4 and 10). Certain toll
projects are either under pre-construction or on-going construction as at December 31, 2023 (see
Note 29 for the Concession Arrangements).
 Water, which relates to the provision of water and sewerage services by Maynilad Water Holding
Company, Inc. (“MWHC”) and its subsidiaries, Maynilad Water Services, Inc. (“Maynilad”) and
Philippine Hydro, Inc. (“PHI”), and other water-related services by MetroPac Water Investments
Corporation (“MPW”) and its foreign investees, B.O.O. Phu Ninh Water Treatment Plant Joint
Stock Company (“PNW”) and Tuan Loc Water Resources Investment Joint Stock Company
(“TLW”) (see Note 29 for the Concession Arrangements).
 Rail, which primarily relates to Metro Pacific Light Rail Corporation (“MPLRC”) and its
subsidiary, Light Rail Manila Corporation (“LRMC”), the concessionaire for the operations and
maintenance of the Light Rail Transit – Line 1 (“LRT-1”) and construction of the LRT-1 south
extension (see Note 29 for the Concession Arrangements).
 Others, which represent holding companies and operations of subsidiaries and other investees
involved in health, fuel storage, real estate, biogas, food and agriculture.
After its deconsolidation in December 2019, Metro Pacific Health Corporation (“MPH”), formerly
known as Metro Pacific Hospital Holdings, Inc., no longer qualified as a separate operating segment
starting January 2020 (see Note 29). After deconsolidation, MPH has been accounted for as an
investment in an associate (see Note 10) and equity in net earnings in MPH is included in the ‘other
businesses’ column.
See Note 40 for the complete list of the Company’s subsidiaries. The list of the Company’s
associates and joint ventures are disclosed in Note 10.
2. Basis of Preparation, Consolidation and Statement of Compliance
Basis of Preparation
The consolidated financial statements are prepared in compliance with Philippine Financial Reporting
Standards (“PFRS”). The Company’s material accounting policies are disclosed in Note 38.
The consolidated financial statements are prepared on a historical cost basis, except for certain debt
and equity financial assets and financial liabilities that are measured at fair value (see Note 35). The
consolidated financial statements are presented in Philippine Peso, which is MPIC’s functional and
presentation currency, and all values are rounded to the nearest million peso (P =000,000), except when
otherwise indicated.
*SGVFS189808*
-3-
The consolidated financial statements provide comparative information in respect to the previous
periods.
Basis of Consolidation
The consolidated financial statements of the Company include the accounts of the Parent Company
and its subsidiaries.
A complete list of the Company’s subsidiaries is provided for in Note 40.
3. Management’s Use of Judgments and Estimates
The preparation of the consolidated financial statements in compliance with PFRS requires
management to make judgments and estimates that affect the reported amounts of revenues, expenses,
assets and liabilities, the disclosure of contingent liabilities and other significant disclosures.
Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgments
In the process of applying the Company’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the amounts
recognized in the consolidated financial statements.
Service Concession Arrangements under the Intangible Asset Model. In applying Philippine
Interpretation IFRIC 12, Service Concession Arrangements, the Company has made a judgment that
certain service concession arrangements of the Company’s water, tollway and rail businesses (see
Note 29) qualify under the intangible asset model as these companies receive the right to charge users
of public service. Details of the Company’s accounting policy in respect of the service concession
arrangements are set out in Note 38 to the consolidated financial statements. Other significant
judgments and estimates made in relation to concession arrangements are as follows:
 Amortization of Service Concession Assets (“SCAs”). The methods of amortization that the
Company uses depends on which method best reflects the pattern of consumption of the
concession assets.
The straight-line method is currently being used to amortize the water concession assets in
relation to the provision of bulk water services [PHI, Metro Iloilo Bulk Water Supply Corporation
(“MIBWS”), Metro Pacific Dumaguete Water Services Inc. (“MPDW”) and PNW] and PT
Nusantara’s water treatment plant. The estimated useful lives used by the Company to amortize
the service concession assets are based on the terms of the service concession contracts.
The Units of Production (“UOP”) method is being used for the toll (NLEX Corp, CIC, CCLEC
and PT Nusantara), water [Maynilad and Metro Pacific Iloilo Water, Inc. (“MPIWI”)], and rail
[LRMC (LRT-1 Existing System)] concession assets. The Company annually reviews the
estimated billable water volume in the case of the water concession with reference to water
volume forecasts, the total expected traffic volume/kilometers travelled in the case of the toll
concession with reference to traffic projection reports, and estimated ridership in the case of the
rail concession with reference to ridership projection reports, based on factors that include market
conditions such as population growth, supply and consumption of water or usage of the toll
facility, fares, and service coverage including ongoing and future expansions. The Company
makes appropriate adjustments to the assumptions of the water or traffic volume with reference to
the latest studies, if any. It is possible that future results of operations could be materially
*SGVFS189808*
-4-
affected by changes in the Company’s estimates brought about by changes in the aforementioned
factors.
In 2022, Maynilad, due to the legislative franchise effectivity, extended the useful life of its
service concession assets until January 2047. The extension of the useful life was effected
beginning January 1, 2022. The financial impact of this change decreased the amortization of
service concession assets by =
P2.1 billion for the period ended December 31, 2022.
The Company has not started amortization of service concession assets under on-going
rehabilitation or construction. The amortization period for the service concession assets will
begin upon determination that the assets are ready for their intended use. For the LRT-1 Existing
System, amortization is triggered upon receipt of the Safety Assessor’s certification that the speed
can be raised to 60 kilometers per hour. In January 2022, the Company has received the Safety
Assessor’s certification. For the service concession asset related to the construction of the LRT-1
Cavite Extension, certain toll roads [the Connector Road, Cavite Laguna Expressway
(“CALAX”), and C5 South Link Project] and rehabilitation and expansion of MIBWS, the
amortization will start upon full completion of the system regardless of partial opening of certain
segments as these were intended to be a single intangible asset.
The total carrying values of service concession assets amounted to =

P374,694 million and
=331,693 million as at December 31, 2023 and 2022, respectively (see Note 12).
P
 Service Concession Asset as Qualifying Asset and Capitalization of Borrowing Costs. The
Company has made a judgment to apply Philippine Accounting Standards (“PAS”) 23,
Borrowing Costs, in classifying the service concession assets’ components pre/on-going
construction (in the case of the construction of the LRT-1 extension, the Connector Road,
CALAX, and C5 South Link Projects) as qualifying assets.
The Company capitalizes borrowing costs that are directly attributable to the acquisition or
construction of the qualifying asset as part of the cost of that asset using the specific borrowing
approach, as the Company uses specific borrowings to finance its qualifying assets. Capitalized
borrowing costs for the years ended December 31, 2023 and 2022 amounted to = P6,829 million
and P=7,057 million, respectively (see Note 12). Capitalization of borrowing costs ceases when
substantially all the activities necessary to prepare the components of the service concession asset
for its intended use are complete.
 Construction Revenue and Costs. The Company recognizes construction revenues and costs in
accordance with PFRS 15, Revenue from Contracts with Customers; see Note 38). Given that the
rehabilitation and construction works have been subcontracted to outside contractors (excluding
the cost of some materials for some contractors), the recognized construction revenue
substantially approximates the related construction cost. Construction revenue and costs
recognized in the consolidated statements of comprehensive income amounted to = P36,991
million, =
P35,441 million and =P27,014 million for the years ended December 31, 2023, 2022 and
2021, respectively.
 Provision for Heavy Maintenance. The Company also recognizes its contractual obligations to
restore the toll roads or assets to a specified level of serviceability. NLEX Corp, CIC, PT
Nusantara and LRMC recognize provision following PAS 37, Provisions, Contingent Liabilities
and Contingent Assets, as the obligation arises which is a consequence of the use of the toll roads
and therefore it is proportional to the number of vehicles using the roads and increasing in
measurable annual increments. Provision for heavy maintenance amounted to P =929 million and
=977 million as at December 31, 2023 and 2022, respectively (see Note 16).
P
*SGVFS189808*
-5-
Claims from the Grantor/s. On various dates in 2015 through 2023, LRMC submitted letters to the
Department of Transportation (“DOTr”) representing its claim for costs incurred and estimated for
the Existing System Requirement (“ESR”) and Light Rail Vehicle (“LRV”) shortfall on the premise
of the Grantors’ deliverable in relation to the condition of the Existing System as at
September 12, 2015 (the “LRMC Effective Date”), fare deficit, Structural Defect Restoration
(“SDR”) costs, and contractor and other additional costs incurred less Key Performance Indicator
(“KPI”) charges (see Notes 29 and 30).
Except for portion of the fare deficit claim recognized under the balancing payment mechanism (see
Notes 17 and 29) as at December 31, 2023 and 2022, the consolidated financial statements do not include
any adjustments for the abovementioned claims pending outcome of the discussions with the Grantor/s.
Consolidation of CIC in which the Company Holds No Voting Rights. The Company considers that it
controls CIC even though it does not own any voting rights by virtue of a Management Letter
Agreement (“MLA”). Under the MLA, MPTC has the power to solely direct the entire operations,
including the capital expenditure and expansion plans of CIC. MPTC shall then receive all the
financial benefits from CIC’s operations and all losses incurred by CIC are to be borne by MPTC.
Obligation to Purchase Noncontrolling Interest (“NCI”). On May 28, 2020, MPIC entered into an
agreement with Sumitomo Corporation (“Sumitomo”) for the acquisition by the latter of a 34.9%
interest in MPLRC. The agreement also provides for Sumitomo’s right to issue a put notice for all
the MPLRC shares it owns in the event of a deadlock (following unsuccessful mediation procedures)
and in the event of MPIC’s default on its obligations under the shareholders’ agreement.
While management believes that the contingent events that will lead to the exercise of the put option
has nil to minimal probability of happening, under PFRS, the probability of the event(s) happening or
not happening does not influence the value of the financial liability in the consolidated financial
statements. Any contractual obligation to purchase NCI gives rise to a financial liability measured at
amounts not less than the amount payable on demand (see Note 29).
Issuance of Exchangeable Bonds as Equity Transactions. Under PFRS, the treatment of convertible
bonds which compel the holder to convert the bond (rather than being at the holder’s option) depends
on whether the number of shares issued on conversion are variable or fixed:
 If the mandatorily convertible bond can only be settled by the issue of a variable amount of
ordinary shares calculated to equal a fixed amount in the issuer’s functional currency (that is,
there is a repayment of principal, albeit in shares), the instrument is a liability.
 If the mandatorily convertible bond can only be settled by the issue of a fixed number of ordinary
shares, that part of the instrument is an equity component.
In 2014 and 2019, MPIC issued Exchangeable Bonds with aggregate principal amount of
=36.6 billion. These Exchangeable Bonds are instruments that, at a certain time in the future,
P
mandatorily convert into a fixed number of MPH common shares (see Note 29). The Exchangeable
Bonds are forward contracts to deliver fixed number of shares for which consideration has been
received in advance, and hence, are effectively accounted for as equity transactions in the Company’s
consolidated financial statements.
Accounting for Arrangements as a Single Transaction. In determining whether to account for the
arrangements as a single transaction, an entity considers all the terms and conditions of the
arrangements and their economic effects. One or more of the following circumstances indicate that it
is appropriate to account for multiple arrangements as a single transaction:
*SGVFS189808*
-6-
 they are entered into at the same time or in contemplation of each other;
 they form a single transaction designed to achieve an overall commercial effect;
 the occurrence of one arrangement is dependent on the occurrence of at least one other
arrangement; or,
 one arrangement considered on its own is not economically justified, but it is economically
justified when considered together with other arrangements.
These indicators clarify that arrangements that are part of a package are accounted for as a single
transaction.
The series of transactions entered into by MPIC together with MPH for the investment and entry of
KKR and Co. (“KKR”), alongside Arran Investments Private Limited (“Arran”), in and to MPH, were
assessed to be linked agreements and thus, were accounted for as a single transaction that resulted to
the deconsolidation of MPH considering MPIC’s loss of control over MPH with the remaining
interest accounted for as investment in associate. Management’s judgements in concluding the loss
of control over MPH and the accounting for the remaining investment are discussed in Note 29.
GBPC as a Group Held for Deemed Disposal. On December 23, 2020, BPHI entered into a share
purchase agreement with MGen, a wholly-owned subsidiary of MERALCO, for the sale by BPHI of
56% of the issued and outstanding shares of GBPC.
As a result of the execution of the share purchase agreement, GBPC qualified as a group held for
deemed disposal, and since the operations of GBPC represents significant portion of the Company’s
power generation business, it qualifies as a discontinued operation as at December 31, 2020.
After completing all customary closing conditions, including regulatory and third-party approvals, the
transaction was closed effective March 31, 2021 (see Note 32).
Definition of Default and Credit-impaired Financial Assets upon Adoption of PFRS 9, Financial
Instruments. The Company considers a financial asset in default, which is fully aligned with the
definition of credit-impaired, when contractual payments are more than 60 to 180 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when
internal or external information indicates that the Company is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements held by the Company.
Substrate Conversion Agreements (“Substrate CA”) as Lease. A contract is, or contains, a lease if
there is an identified asset and the contract conveys the right to control the use of the identified asset
for a period of time in exchange for consideration. On November 19, 2018, MetPower Ventures
Partners Holdings, Inc. (“MVPHI”), through Surallah Biogas Ventures Corp. (“SBVC”), finalized
and signed the Substrate CA with Dole Philippines, Inc. (“Dole”) to design, construct, and operate
biogas facilities specifically for Dole (the “Dole Project”). This project involves establishing
integrated waste-to-energy (“WTE”) facilities to primarily address the waste disposal concerns of
Dole and to use the derived biogas from the processing of the fruit waste to supply a portion of the
diesel and power requirements of the canneries of Dole in Surallah and Polomok, both located in
South Cotabato. The integrated WTE facility, consisting of a biogas plant and an embedded power
generation facility has been established, owned and operated by SBVC within the facilities of the
end-user.
*SGVFS189808*
-7-
On July 1, 2022, both facilities have been commissioned and have achieved full commercial
operations. The contract ends in 2038.
The Company has determined that the Substrate CA is a contract that contains a lease based on the
following: (i) the asset (which is the WTE Facility) was explicitly stipulated in the SCA; (ii) Dole,
the customer, has the exclusive use of the WTE Facility throughout the period of use; and (iii) the
right to direct how and for what purpose the identified asset is used throughout the period of use has
been predetermined with the Company customizing aspects of the design of the asset based on Dole’s
needs and specifications.
Classification of Lease. When SBVC acted as a lessor, it was determined at lease inception whether
each lease was a finance lease or an operating lease. To classify each lease, SBVC made an overall
assessment of whether the lease transferred substantially all of the risks and rewards incidental to
ownership of the underlying asset. If this was the case, then the lease was a finance lease; if not, then
it was an operating lease. The Company has determined that the Substrate CA is an arrangement that
contains a finance lease since it transfers to Dole substantially all the risks and rewards incidental to
the ownership of the underlying asset.
Estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are described below. The Company based its
assumptions and estimates on parameters available when the consolidated financial statements were
prepared. Existing circumstances and assumptions about future developments, however, may change due
to market changes or circumstances arising beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.
Determination of Fair Value of Financial Instruments. The Company initially records all financial
instruments at fair value and subsequently carries certain financial assets and financial liabilities at
fair value, which requires extensive use of accounting estimates and judgment. Valuation techniques
are used particularly for financial assets and financial liabilities that are not quoted in an active
market. Where valuation techniques are used to determine fair values (e.g., discounted cash flow and
option pricing models), they are periodically reviewed by qualified personnel who are independent of
the persons that initiated the transactions. All models are calibrated to ensure that outputs reflect
actual data and comparative market prices. To the extent practicable, models use only observable
data as valuation inputs. However, other inputs such as credit risk (whether that of the Company or
the counterparties), forward prices, volatilities and correlations, require management to develop
estimates or make adjustments to observable data of comparable instruments. The amount of changes
in fair values would differ if the Company uses different valuation assumptions or other acceptable
methodologies. Any change in fair value of these financial instruments would affect either the
consolidated statement of comprehensive income or consolidated statement of changes in equity.
Fair values of financial assets and financial liabilities are presented in Note 35.
Purchase Price Allocation in Business Combinations and Goodwill. The Company accounts for the
acquired businesses using the acquisition method which requires extensive use of accounting
judgments and estimates to allocate the purchase price to the fair market values of the acquiree’s
identifiable assets and liabilities and contingent liabilities, if any, at the acquisition date. Any
difference in the purchase price and the fair values of the net assets acquired is recorded as either
goodwill, a separate account in the consolidated statement of financial position, or gain on bargain
purchase in profit or loss. Thus, the numerous judgments made in estimating the fair value to be
*SGVFS189808*
-8-
assigned to the acquiree’s assets and liabilities can materially affect the Company’s financial position
and performance.
The Company’s acquisitions of certain subsidiaries have resulted in recognition of goodwill. The
carrying value of goodwill amounted to =
P15,240 million and =P15,241 million as at
December 31, 2023 and 2022, respectively (see Note 11).
Provision for Expected Credit Losses (“ECL”) of Receivables. The Company uses a provision matrix to
calculate ECLs for receivables. The provision rates are based on days past due for groupings of various
customer/counterparty segments that have similar loss patterns (i.e., by location, service type, customer
type and rating).
The provision matrix is initially based on the Company’s historical observed default rates. The Company
will calibrate the matrix to adjust the historical credit loss experience with forward-looking information.
At every reporting date, the historical observed default rates are updated and changes in the
forward-looking estimates are analyzed.
The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of
forecast economic conditions. The Company’s historical credit loss experience and forecast of economic
conditions may also not be representative of customer’s actual default in the future. The information
about the ECLs on the Company’s receivables is disclosed in Note 33.
The economic impact of COVID-19 pandemic to the Company’s customers, specifically to the water
concession’s customers, together with the order from the Metropolitan Waterworks and Sewerage
System Regulatory Office (“MWSS RO”) directing Maynilad to extend payment terms (see Note 5),
necessitated reassessment of Maynilad’s ECL model in 2020.
As discussed in Note 5, Maynilad extended assistance to its customers in the form of payment due date
extensions and a moratorium on disconnections during the Enhanced Community Quarantine (“ECQ”).
Disconnections resumed on December 17, 2020 but was suspended on various dates in 2021 as the
country was placed under ECQ. These factors were incorporated in the Company’s determination of
historical observed default rates.
There have been no significant changes in estimation techniques or significant assumptions in

Maynilad’s assessment in 2023.
Incorporation of Forward-looking Information. To capture the effect of changes to the economic

environment in the future, the computation of Probability of Default, Loss Given Default and ECL,
incorporates forward-looking information; assumptions on the path of economic variables that are likely
to have an effect on the repayment ability of the Company’s counterparties. The starting point for the
projections of economic variables is based on management’s view, which underlies the plan to deliver
the Company’s strategy and ensures it has sufficient capital over the medium term. Management’s view
covers a core set of economic variables required to set the strategic plan.
Recoverability of Goodwill, Service Concession Assets not yet Available for Use, and Service
Concession Assets related to West Zone Concession and LRT-1 Existing System. Goodwill and
service concession assets not yet available for use are subject to annual impairment test. As discussed
in Note 12, impairment of SCA related to LRT-1 and PNW has been recognized by the Company in
2022 and 2021. In addition, the Company has re-assessed in 2023 the recoverability of SCA related
to its West Zone Concession due to a previously recognized impairment.
*SGVFS189808*
-9-
These require estimation of the value in use (“VIU”) of the cash generating units (“CGUs”) to which
the goodwill is allocated or to which the service concession assets belong. Estimating the VIU
requires the Company to estimate the expected future cash flows from the CGU and to choose an
appropriate discount rate in order to calculate the present value of those cash flows. For the
concession assets where the VIU is calculated using the expected cash flow approach, management
determined the assumptions including the discount rates, revenue growth rates (daily vehicle entries
for the toll roads, ridership for the rail and billed water volume for the water concession) and the
assigned probabilities to various scenarios considering the risks surrounding the concession
agreements.
No impairment of goodwill and SCA was recognized in 2023. Impairment of goodwill amounted to
nil and =
P138 million in 2022 and 2021, respectively. Impairment of the SCAs related to LRT-1
amounted to =P3,086 million in 2022. Impairment of SCAs related to PNW amounted to
=1,111 million in 2022. The impairment of the West Zone concession asset amounted to
P
=11,417 million in 2019. The carrying values of goodwill amounted to =
P P15,240 million and
=15,241 million as at December 31, 2023 and 2022, respectively (see Note 11). The aggregate
P
carrying value of service concession assets not yet available for use amounted to =
P110,297 million
and P=93,459 million as at December 31, 2023 and 2022, respectively (see Note 14).
Impairment of Nonfinancial Assets. Impairment review is performed when certain impairment indicators
are present. Determining the recoverable value of assets requires the estimation of cash flows expected
to be generated from the continued use and ultimate disposition of such assets.
The carrying values of non-financial assets subject to impairment review when impairment indicators are
present are as follows:
2023 2022
(In Millions)
Service concession assets (see Note 12) P
=374,694 =331,693
P
Investments and advances (see Note 10) 205,325 196,323
Property, plant and equipment (see Note 13) 7,809 6,904
Input taxes (see Note 9) 6,686 6,063
Intangible assets (see Note 11) 1,027 377
Deferred project costs* 291 291
*Included under “Other noncurrent assets”.
While it is believed that the assumptions used in the estimation of recoverable values reflected in the
consolidated financial statements are appropriate and reasonable, significant changes in these
assumptions may materially affect the assessment of recoverable values and any resulting impairment
loss could have a material adverse impact on the results of operations.
In 2023, 2022 and 2021, impairment loss on nonfinancial assets (other than goodwill) amounted to
=290 million, P
P =9,485 million and P
=8,951 million, respectively (see Note 24).
Provision for unrecoverable input tax amounted to =

P152 million and = P523 million for the years ended
December 31, 2023 and 2022. Carrying value of input taxes (included in “Other current assets” account
in the statements of financial position) amounted to P =6,655 million and P =5,862 million as at
December 31, 2023 and 2022. Allowance for unrecoverable input taxes amounted to = P871 million and
=692 million as at December 31, 2023 and 2022, respectively (see Note 9).
P
Taxes. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax
laws, and the amount and timing of future taxable income. Given the diversity of the Company’s
businesses and the long-term nature and complexity of existing contractual agreements or the nature of
*SGVFS189808*
- 10 -
the business itself, changes in differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income and expense
already recorded. The Company establishes provisions, based on reasonable estimates, for possible
consequences of audits by the tax authorities under which the Company operates. The amount of such
provisions is based on various factors, such as experience of previous tax audits and differing
interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences
in interpretation may arise for a wide variety of issues depending on the conditions prevailing in the
respective domicile or to the operations of the Company.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit
will be available against which the losses can be utilized. Significant management judgement is required
to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and
the level of future taxable profits together with future tax planning strategies. The carrying amount of
deferred tax assets is reviewed at each end of the reporting period and reduced to the extent that it is no
longer probable that sufficient taxable income will be available to allow all or part of the deferred tax
assets to be utilized. The Company performs an annual evaluation of the realizability of deferred income
tax assets in determining the portion of deferred tax assets which should be recognized. The Company’s
assessment on the recognition of deferred income tax assets on deductible temporary differences is based
on the forecasted taxable income of the following periods. This forecast is based on the Company’s past
results and future expectations on revenue and expenses.
Certain of the Company’s subsidiaries are entitled to income tax holiday (“ITH”) period. The Company
recognized deferred tax assets on deductible temporary differences expected to reverse after the ITH
period, while deferred taxes on deductible temporary differences expected to reverse during the ITH and
to items where doubt exists as to the tax benefits they will bring in the future, are not recognized.
Deferred tax assets amounted to P=923 million and =

P769 million as at December 31, 2023 and 2022,
respectively. The Company’s deductible temporary difference, including unused NOLCO and MCIT,
for which no deferred tax assets have been recognized amounted to =
P27,985 million and P
=23,401 million
as at December 31, 2023 and 2022, respectively (see Note 26).
Long-Term Incentives Plan (“LTIP”). The LTIP for key executives of MPIC and certain subsidiaries
undergo approval by the Compensation Committee and the BOD and is based on economic,
environmental, social and governance targets for the covered performance cycle. The cost of LTIP is
determined using the projected unit credit method based on prevailing discount rates and profit
targets. While management’s assumptions are believed to be reasonable and appropriate, significant
differences in actual results or changes in assumptions may materially affect the Company’s other
long-term incentive benefits.
LTIP expense from continuing operations for the years ended December 31, 2023, 2022 and 2021
amounted to =P593 million, P
=261 million and =
P314 million, respectively, and presented as “Personnel
costs and employee benefits” under “General and administrative expenses” in the consolidated
statements of comprehensive income (see Note 23).
LTIP payable as at December 31, 2023 and 2022 amounted to = P781 million and =
P1,512 million,
respectively, and is presented under “Accounts payable and other current liabilities” and “Other long-
term liabilities” account in the consolidated statements of financial position.
Provisions. The Company recognizes provisions based on estimates of whether it is probable that an
outflow of resources will be required to settle an obligation. Where the final outcome of these
matters is different from the amounts that were initially recognized, such differences will impact the
financial performance in the current period in which such determination is made.
*SGVFS189808*
- 11 -
Provisions mainly consist of estimated expenses related to the concluded and ongoing debt settlement
negotiations and certain warranties and guarantees, claims and potential claims against the Company,
provision for heavy maintenance and decommissioning liability.
 Heavy Maintenance. The provisions for the heavy maintenance require an estimation of the periodic
cost, generally estimated to be every five to seven years or the expected heavy maintenance dates, to
restore the assets to a level of serviceability during the concession term and in good condition before
turnover to the Grantor. This is based on the best estimate of management on the amount expected
to be incurred to settle the obligation at every heavy maintenance date discounted using a pre-tax rate
that reflects the current market assessment of the time value of money and the risk specific to the
liability.
 Other Provisions. Other provisions relate to certain warranties, guarantees, claims and potential
claims against the Company. These provisions are estimated by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
Additional provisions including those arising from disposals (see Notes 4 and 29), for the years ended
December 31, 2023 and 2022 amounted to P =3,341 million and =
P2,355 million, respectively. Cumulative
provisions amounted to =P12,623 million and =P11,367 million as at December 31, 2023 and 2022,
respectively (see Note 16).
Contingencies. Certain subsidiaries of the Parent Company are parties to certain lawsuits or claims
arising from the ordinary course of business. However, the Company’s management and legal
counsel believe that the eventual liabilities under these lawsuits or claims, if any, will not have a
material effect on the consolidated financial statements (see Note 30).
4. Business Combinations, Disposals, and Changes in Non-controlling Interests
The Company’s intention is to maintain and continue to develop a diverse set of assets through its
investments in water, toll roads, power generation and distribution, light rail, health, fuel storage, real
estate, food and agriculture. The Company is therefore committed to investing through acquisitions
and strategic partnerships to create value by upgrading infrastructure, improving operational
efficiency, increasing customer coverage and working closely with regulators and other partners in
government. Accordingly, the following transactions were entered into in 2023 and 2022.
Transactions in 2023
Disposition and subscription in PT Margautama Nusantara (“MUN”). On November 3, 2023, MUN

entered into a share subscription agreement (“SSA”) with Warrington Investment Pte. Ltd. (“WIPL”)
for the acquisition of 2,673 primary shares in MUN by WIPL, representing approximately thirty three
percent (33%) of the shares in MUN, on a fully diluted basis, for a total subscription price of
IDR 3,317.2 billion (equivalent to approximately USD$209.9 million or = P11.9 billion) (the “WIPL
Subscription”). On the same day, MUN entered into a separate SSA with MPTI, an indirect wholly-
owned subsidiary of MPTC, for the acquisition by MPTI of 833 primary shares in MUN, representing
an additional interest constituting approximately 10.3% of the shares in MUN, on a fully diluted
basis, for a total subscription price of IDR 1,033.8 billion (equivalent to approximately USD$65.4
million or =P3.7 billion) (the “MPTI Subscription”). The MPTI Subscription shall be funded by MPTC
with no additional investment from MPIC. The parties also entered into an agreement relating to the
governance and management of MUN.
*SGVFS189808*
- 12 -
WIPL Subscription and MPTI Subscription (collectively the “Investment Transactions”) is subject to
the fulfillment of certain closing conditions, including the procurement of regulatory and corporate
approvals. The parties also entered into an agreement relating to the governance and management of
MUN. WIPL is an investment holding company established and incorporated under the laws of
Singapore. WIPL is a wholly-owned subsidiary of GIC (Ventures) Pte Ltd (“GIC Ventures”). GIC
Ventures is a private limited company incorporated under the laws of Singapore. GIC Ventures is
wholly-owned by the Minister for Finance, a statutory body corporate established under the Minister
for Finance (incorporation) Act 1959 of the Singapore Statutes to own and administer assets of the
Government of Singapore.
Prior to the entry of WIPL and MPTI in MUN, MPTC holds an effective ownership in MUN of
71.5%. Upon the closing, MPTC’s effective ownership in MUN is expected to be 50.9% on a fully-
diluted basis. The proceeds will be utilized to fund MUN’s debt obligations and financing and
transactions costs relating to its projects in Indonesia.
The decrease in effective ownership in MUN was accounted for as an equity transaction in the
consolidated financial statements with the difference between the carrying value of the interest
disposed and the total consideration received, recognized in equity.
(In Millions)
Gross consideration received =11,936
P
Less: Carrying value of net assets disposed (20.6%) (6,628)
Difference recognized in equity reserve =5,308
P
Acquisition of Noncontrolling Interest in Eco-System Technologies International (“ESTII”), Inc.

On August 10, 2023, MPW signed an agreement to buy out Eco-System Technologies Inc.’s
(“ESTI”) 35% share in ESTII for a purchase price of =
P100 million. MPW now owns 100% of ESTII
after the acquisition.
The acquisition was accounted for as an equity transaction in the consolidated financial statements,
with the difference between the carrying value of the additional interest acquired and the total
consideration paid, recognized in equity.
(In Millions)
Gross consideration paid =100
P
Less: Carrying value of net assets acquired (35%) (170)
Difference recognized in equity reserve (P=70)
Acquisition of a 51% equity interest in The Laguna Creamery, Inc. (“TLCI”). On June 27, 2022,
MPIC entered into an Investment Framework Agreement (the “TLCI Agreement”) with Carmen’s
Best Dairy Products, Inc., Carmen’s Best International Dairy Company, Inc., Real Fresh Dairy Farms,
Inc., TLCI, RMJ Development Corporation, and certain individual shareholders (collectively, the
“Carmen’s Best Group”). Under the TLCI Agreement, MPIC or its nominated subsidiary, Metro
Pacific Agro Ventures (“MPAV”), will acquire a total of 517,803 common shares, representing
approximately 51% of the outstanding shares of TLCI, for a total consideration of = P198 million. After
the satisfaction of the conditions precedent including the procurement of regulatory and third-party
approvals, the increase in authorized capital stock of TLCI and the consolidation of the assets and
business of the Carmen’s Best Group in TLCI, the acquisition was completed on May 19, 2023
through a combination of secondary shares acquired from certain shareholders of TLCI and primary
shares issued by TLCI to MPAV. After the transaction, TLCI became a subsidiary of MPIC. The
transaction is pursuant to MPIC’s plan to diversify its investment portfolio to include the agricultural
sector.
*SGVFS189808*
- 13 -
The Carmen’s Best Group is behind the Philippine-grown premium ice cream brand, Carmen’s Best
Ice Cream, and the country’s only locally pasteurized and homogenized fresh milk, Holly’s Milk. It
operates a dairy farm where it also produces artisanal cheese under the Carmen’s Best Natural Cheese
and Holly’s brands.
The following are the final fair values of the identifiable assets and liabilities as at the date of
acquisition:
Final Values
(In Peso Millions)
Assets
Current assets P95
=
Property, plant and equipment 139
Intangible asset 306
Other noncurrent assets 80
Total Assets 620
Liabilities
Accounts payable and other current liabilities 65
Notes payable 110
Deferred tax liability 69
Total Liabilities 244
Total identifiable net assets at fair value 376
Fair value of noncontrolling interest (184)
Goodwill from acquisition 6
Total Consideration P
=198
The intangible asset identified on acquisition pertains to the Carmen’s Best brand, the useful life of
which is indefinite and will be tested annually for impairment together with the resulting goodwill.
Goodwill of =
P6 million is attributable to the growth opportunity for MPIC in the agricultural sector.
Net cash inflow on acquisition is as follows:
(In Peso Millions)

Cash acquired with the subsidiary(a) =25
P
Total cash payment on completion (198)
Net cash outflow on completion (P
=173)
(a)
Cash acquired with the subsidiary is included in cash flows from investing activities.
If the consolidation had taken place at the beginning of 2023, contribution to the consolidated
revenues and net loss attributable to MPIC would have been = P93.8 million and = P4.6 million,
respectively.
Sale of shares of PT Tirta Bangun Nusantara (“TBN”). On December 23, 2022, PT Potum Mundi
Infranusantara (“Potum”) entered into a Conditional Share Purchase Agreement (“CSPA”) with PT
Bahtera Hijau Mandiri to sell TBN. On January 25, 2023, the agreement was finalized, and TBN,
along with its associate PT Tirta Kencana Cahaya Mandiri (“TKC”) were divested for a total
consideration amounting to =P182 million, net of transaction costs.
*SGVFS189808*
- 14 -
Transactions in 2022
Step acquisition of Landco Pacific Corporation (“Landco”). On March 31, 2022, MPIC entered into
deeds of absolute sale of shares for the acquisition of a total of 6,354,634 common shares,
representing an aggregate of 61.9% of the issued and outstanding capital stock of Landco, for a total
consideration of =
P429 million with the following sellers: (a) AB Holdings Corporation (“ABHC”; a
shareholder in Landco) owning 6,252,011 shares; and (b) individual shareholders owning a total of
102,623 shares. As a result of the transaction, Landco is now a wholly-owned subsidiary of MPIC.
The total consideration amounting to = P429 million was offset against the existing receivables of
MPIC from Landco and ABHC. The parties’ existing obligations were settled upon closing.
 Prior to this transaction, MPIC holds 38.1% ownership interest in Landco. With MPIC acquiring
control over Landco, this transaction will be accounted for using the acquisition method under
PFRS 3, Business Combination. In accordance with PFRS 3, the total consideration transferred
amounted to = P3,326 million, consisting of (i) pre-existing intercompany advances of
=2,897 million, inclusive of previously impaired advances to Landco amounting to =
P P1,799
million (see Note 24); and, (ii) =
P429 million (P =359 million of which was also previously
impaired), as covered by the deeds of absolute sale.
 Remeasurement gain of = P355 million was recognized in the consolidated statements of
comprehensive income in relation to the 38.1% previously held interest in Landco using the fair
value of net assets as of acquisition date (see Note 24). Landco was previously accounted for as a
joint venture under PAS 28, Investments in Associates and Joint Ventures, and was fully impaired
(see Note 8).
 Landco was fully consolidated beginning March 31, 2022, the acquisition date.
The following are the final fair values of the identifiable assets and liabilities as at the date of
acquisition:
Final
Values
(In Millions)
Assets
Cash and cash equivalents =470
P
Receivables 1,382
Contract assets 1,074
Real estate for sale 2,041
Investment and advances in equity method investees 369
Property and equipment 21
Investment property 313
Other assets 673
6,343
Liabilities
Accounts payable and other current liabilities 1,404
Customer deposits 219
Notes payable 21
Due to related parties 109
Deferred tax liabilities 399
Other noncurrent liabilities 427
2,579
Noncontrolling interest (64)
(Forward)
*SGVFS189808*
- 15 -
Final
Values
(In Millions)
Total identifiable net assets at fair value =3,828
P
Fair value of previously held interest (Note 20) (355)
Gain from acquisition (Note 20) (147)
Consideration transferred =3,326
P
Net cash inflow on acquisition is as follows:
Cash acquired with the subsidiary(a) =470

P
Total cash paid on transaction date –
Net cash inflow on transaction date =470
P
(a)
Cash acquired with the subsidiary is included in cash flows from investing activities.
The acquisition resulted in a gain as the fair value of its net assets exceeded the acquisition price. The
increase in fair value is mainly coming from Landco’s real estate for sale.
If the consolidation had taken place at the beginning of the year, contribution to the consolidated
revenues and net income attributable to MPIC would have been P =1,084 million and = P325 million,
respectively.
5. Operating Segment Information

An operating segment is a component of the Company that engages in business activities from which
it may earn revenue and incur expenses. Its operating results are regularly reviewed by the
Company’s BOD who decides on how resources are to be allocated to the segment and assesses its
performance, and for which discrete financial information is available.
and products namely: power, toll operations, water, rail, and others (see Note 1).
Impact of COVID-19 to MPIC’s Businesses and Operations. The businesses of the Company have
been affected by the global outbreak of a novel strain of COVID-19, which was first reported in city
of Wuhan, Hubei Province, People’s Republic of China. While the outbreak was initially
concentrated in China, in January 2020, the World Health Organization declared the COVID-19
outbreak as a “Public Health Emergency of International Concern” and as a pandemic on
March 11, 2020. COVID-19 has severely affected and continues to seriously affect the global
economy. Several nations and territories, including the Philippines, have imposed strict quarantine
measures, social distancing rules, closure of work sites, restaurants, bars and non-essential services,
and even complete lockdowns of certain populations or areas. These measures resulted in drastically
reduced economic activities, which brought down demand for the businesses of the Group.
The mobility restrictions implemented by the Republic of the Philippines (“ROP” or the
“Government”) has affected the average daily traffic for the Company’s toll roads business, and
consequently toll revenues. Its light rail business was limited to a maximum operating capacity of
30% from October 2020 until it was increased to 70% in November 2021 and 100% in March 2022.
Demand for water has slightly recovered but consumption still tracks pre-pandemic level.
After a steady and continued decline in infection and hospitalization rates, on March 1, 2022, the
country was placed under the lowest level of mobility restriction.
*SGVFS189808*
- 16 -
Following WHO’s announcement that COVID-19 is now an established and ongoing health issue
which no longer constitutes a public health emergency of international concern, the Government
lifted the State of Public Health Emergency throughout the Philippines on July 21, 2023.
Government authorities in other countries where the Group and its associated companies operate,
such as Indonesia and Vietnam, have also adopted measures, including lockdowns and closure of
non-essential businesses, in an attempt to control the spread of the virus and mitigate the impact of
the outbreak.
The impact of the community quarantine (and various regional lockdowns) on MPIC’s businesses is
as follows:
a. Power - MERALCO. In Luzon, there was reduction in the demand from the commercial and
industrial sectors partially offset by increased demand from residential customers as a direct
consequence of the ECQ. In 2022 and 2023, however, volumes have already exceeded pre-
pandemic levels, with commercial and industrial consumption leading the growth.
In 2021, there was an extension of payment due dates for billings during the ECQ period
provided to customers in accordance with the advisories issued by the Department of Energy
(“DOE”) and Energy Regulatory Commission (“ERC”).
b. Toll Operations. NLEX, SCTEX, CAVITEX and CALAX have remained open to facilitate
unhampered movement of essential goods and transit of medical workers amid the Luzon-wide
ECQ while the international roads remained open as well. In 2020 up to early 2021, average
daily vehicle entries in both Philippine and international roads declined as a result of the
implementation of various levels of quarantine and declaration of national emergency. Traffic
volume started to pick up towards the end of 2021 and has now surpassed pre-pandemic
performance.
c. Water – Maynilad. The pandemic brought about higher residential demand during lockdowns but
the consumption of commercial and industrial segments declined with the closure of non-
essential businesses. The latter started to pick up in the second quarter of 2022. Since these
segments are charged at higher rates, revenues are now slightly up compared to the same period
last year.
d. Rail. Rail operations were suspended on the initial lockdown and were only resumed in June
2020 at a limited capacity of 13%. In October 2020, following the DOTr directive to gradually
increase maximum passenger capacities, LRMC adjusted passenger loading capacity to 30%. On
November 4, 2021, the passenger capacity for rail lines and selected public utility vehicles
operating in Metro Manila and its adjacent provinces was increased to 70%. The surge of
COVID-19 cases at the start of 2022 due to the Omicron variant has naturally kept actual
ridership to less than 30%. On March 1, 2022, public transport was finally allowed to operate at
100% capacity.
In 2022, LRMC was able to collect its Business Interruption Claim for Infectious Disease related
to the impact of COVID-19 to its operations from its insurers/reinsurers totalling =
P128 million.
The claim was recognized under “Others” in the consolidated statement of comprehensive income
(see Note 24).
Segment Performance and Monitoring. 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
*SGVFS189808*
- 17 -
based on: consolidated net income for the year; earnings before interest, taxes and depreciation and
amortization, or Core EBITDA; Core EBITDA margin; and core income (loss). Net income for the
year is measured consistent with consolidated net income in the consolidated financial statements.
Core EBITDA is measured as consolidated net income excluding depreciation and amortization of
property, plant 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 gains (losses). Core EBITDA margin pertains to Core
EBITDA divided by operating revenues.
Performance of the operating segments is 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. NRI represent gains or losses that, through occurrence or size, are not
considered usual operating items.
Segment expenses and segment results exclude transfers or charges between business segments.
These transfers are also eliminated for purposes of 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 years
ended December 31, 2023, 2022 and 2021. The Company’s revenue substantially comprises of
services for which revenue recognition is over time.
Segment capital expenditure is the total cost incurred during the period to acquire service concession
assets, property, plant and equipment, and intangible assets other than goodwill. For the consolidated
statements of financial position, difference between the combined segment assets and the
consolidated assets consist of adjustments and eliminations comprising of goodwill and deferred tax
assets. Difference between the combined segment liabilities and the consolidated liabilities largely
consist of deferred tax liabilities.
The following table shows the reconciliations of the Company’s consolidated Core EBITDA to
consolidated net income for the years ended December 31, 2023, 2022 and 2021.
2023 2022 2021

(In Millions)
Consolidated Core EBITDA =33,604
P =25,437
P =25,520
P
Depreciation and amortization (6,398) (5,740) (8,157)
Consolidated EBIT 27,206 19,697 17,363
Adjustments to reconcile with
consolidated net income:
Interest income 1,888 1,127 745
Share in net earnings of equity
method investees 15,719 12,950 11,229
Interest expense (12,868) (10,178) (9,591)
Non-recurring gains (losses) - net* 488 (6,655) (7,026)
Provision for income tax (6,076) (3,804) (1,051)
Consolidated net income for the year =26,357
P =13,137
P =11,669
P
*Includes net foreign exchange gains (losses)
*SGVFS189808*
- 18 -
The following table shows the reconciliations of Company’s consolidated core income to the
Company’s consolidated net income for the years ended December 31, 2023, 2022 and 2021.
2023 2022 2021

(In Millions)
Consolidated core income
attributable to owners of the
Parent Company =19,528
P =14,188
P =12,325
P
Non-recurring income (expenses) -
net 388 (3,693) (2,206)
Consolidated net income attributable
to owners of the Parent
Company 19,916 10,495 10,119
Consolidated net income attributable
to non-controlling interest 6,441 2,642 1,550
Consolidated net income for the year =26,357
P =13,137
P =11,669
P
The segment revenues, net income for the year, assets, liabilities, and other segment information of
the Company’s reportable operating segments as at and for the years ended December 31, 2023, 2022
and 2021 are detailed in the succeeding tables.
*SGVFS189808*
- 19 -
The following table presents consolidated information on core income and certain assets and liabilities regarding business segments for the years ended
December 31, 2023, 2022 and 2021:
Year Ended December 31, 2023 (In Millions)

Toll Other Adjustments/
Power Operations Water Rail Businesses Eliminations Consolidated
Total revenue from external sales =–
P = 27,212
P = 29,363
P = 2,515
P = 2,238
P =–
P = 61,328
P
Cost of sales and services – (10,260) (10,153) (1,834) (606) – (22,853)
Gross Margin – 16,952 19,210 681 1,632 – 38,475
General and administrative expenses (4) (2,438) (6,085) (604) (3,035) – (12,166)
Other income (charges) – net – 1,964 874 56 (1,997) – 897
Profit (Loss) before Financing Charges (4) 16,478 13,999 133 (3,400) – 27,206
Interest expense – net 14 (5,490) (2,408) (359) (2,737) – (10,980)
Profit (Loss) before NCI and Income Tax 10 10,988 11,591 (226) (6,137) – 16,226
Non-controlling interest – (2,373) (4,208) 87 37 – (6,457)
Provision for income tax (3) (2,657) (2,969) (4) (327) – (5,960)
Contribution from Subsidiaries 7 5,958 4,414 (143) (6,427) – 3,809
Share in net earnings (losses) of equity method investees 15,231 (164) (33) – 685 – 15,719
Contribution from Operations – Core Income (Loss) 15,238 5,794 4,381 (143) (5,742) – 19,528
Non-recurring Income (Charges) 1,197 (575) (33) 50 (251) – 388
Segment Income (Loss) Attributable to owners of the Parent
Company = 16,435
P = 5,219
P = 4,348
P (P
= 93) (P
= 5,993) =–
P = 19,916
P
Core EBITDA (P
= 4) = 19,085
P = 17,443
P = 321
P (P
= 3,241) =–
P = 33,604
P
Core EBITDA Margin –% 70% 59% 13% –% –% 55%
Non-recurring Charges = 1,197

P (P
= 640) (P
= 49) = 196
P (P
= 216) P–
= P488
=
Provision for (benefit from) income tax – (28) (1) (52) (35) – (116)
Non-controlling interest – 93 17 (94) – – 16
Net Non-recurring Charges = 1,197
P (P
= 575) (P
= 33) = 50
P (P
= 251) =–
P = 388
P
Assets and Liabilities

Segment assets = 36
P = 243,136
P = 172,497
P = 41,545
P P38,423
= = 16,163
P P511,800
=
Investments and advances 152,128 23,774 1,602 – 27,821 – 205,325
Consolidated Total Assets = 152,164
P = 266,910
P = 174,099
P = 41,545
P = 66,244
P = 16,163
P = 717,125
P
Segment Liabilities = 3,070

P = 189,651
P = 100,390
P = 32,899
P = 91,199
P = 10,904
P = 428,113
P
Other Segment Information
Capital expenditures -
Service concession assets and property, plant and equipment P–
= = 19,268
P = 21,353
P = 1,724
P P251
= P–
= = 42,596
P
Depreciation and amortization – 2,607 3,444 188 159 – 6,398
*SGVFS189808*
- 20 -

Toll Other Adjustments/
Power Operations Water Rail Businesses Eliminations Consolidated
Total revenue from external sales =–
P =22,852
P =24,822
P =1,791
P =1,417
P =–
P =50,882
P
Cost of sales and services – (8,523) (9,096) (1,674) (515) – (19,808)
Gross Margin – 14,329 15,726 117 902 – 31,074
General and administrative expenses (4) (2,731) (4,832) (614) (2,455) – (10,636)
Other income (charges) – net (25) 1,568 (814) 203 (1,673) – (741)
Profit (Loss) before Financing Charges (29) 13,166 10,080 (294) (3,226) – 19,697
Interest expense – net 129 (3,431) (2,397) (388) (2,964) – (9,051)
Profit (Loss) before NCI and Income Tax 100 9,735 7,683 (682) (6,190) – 10,646
Non-controlling interest – (2,288) (2,741) 289 (26) – (4,766)
Provision for income tax (5) (2,180) (2,276) 137 (318) – (4,642)
Contribution from Subsidiaries 95 5,267 2,666 (256) (6,534) – 1,238
Share in net earnings (losses) of equity method investees 12,265 413 (6) – 278 – 12,950
Contribution from Operations – Core Income (Loss) 12,360 5,680 2,660 (256) (6,256) – 14,188
Non-recurring Income (Charges) 1,098 (726) (606) (914) (2,545) – (3,693)
Segment Income (Loss) Attributable to owners of the Parent Company =13,458
P =4,954
P =2,054
P (P
=1,170) (P
=8,801) =–
P =10,495
P
Core EBITDA (P
=29) =15,457
P =13,238
P (P
=115) (P
=3,114) =–
P =25,437
P
Core EBITDA Margin –% 68% 53% –% –% –% 50%
Non-recurring Charges =1,098

P (P
=859) (P
=1,241) (P
=3,108) (P
=2,545) =–
P (P
=6,655)
Provision for (benefit from) income tax – 2 64 772 – – 838
Non-controlling interest – 131 571 1,422 – – 2,124
Net Non-recurring Charges =1,098
P (P
=726) (P
=606) (P
=914) (P
=2,545) =–
P (P
=3,693)

Segment assets =19
P =211,390
P =151,963
P =38,699
P =29,392
P =16,010
P =447,473
P
Investments and advances 148,452 23,654 1,645 – 22,572 – 196,323
Consolidated Total Assets =148,471
P =235,044
P =153,608
P =38,699
P =51,964
P =16,010
P =643,796
P
Segment Liabilities =3,771

P =172,501
P =85,149
P =33,701
P =93,735
P =9,898
P =398,755
P
Service concession assets and property, plant and equipment =–
P =17,863
P =16,087
P =3,198
P =371
P =–
P =37,519
P
Depreciation and amortization – 2,291 3,158 179 112 – 5,740
*SGVFS189808*
- 21 -

Toll Other Adjustments/ Continuing
Power Operations Water Rail Businesses Eliminations Consolidated GBPC Operations
Total revenue from external sales =5,012
P =17,485
P =23,785
P =1,133
P =1,158
P =–
P =48,573
P =5,012
P =43,561
P
Cost of sales and services (3,392) (6,890) (9,358) (1,430) (818) – (21,888) (3,392) (18,496)
Gross Margin (Loss) 1,620 10,595 14,427 (297) 340 – 26,685 1,620 25,065
General and administrative expenses (665) (2,649) (4,073) (567) (1,698) – (9,652) (660) (8,992)
Other income (charges) – net 309 1,307 (783) (19) (484) – 330 308 22
Profit (Loss) before Financing Charges 1,264 9,253 9,571 (883) (1,842) – 17,363 1,268 16,095
Interest expense – net (374) (2,788) (2,288) (35) (3,361) – (8,846) (451) (8,395)
Profit (Loss) before NCI and Income Tax 890 6,465 7,283 (918) (5,203) – 8,517 817 7,700
Non-controlling interest (509) (1,671) (2,833) 367 10 – (4,636) (508) (4,128)
Provision for income tax (46) (969) (1,683) 251 (338) – (2,785) (41) (2,744)
Contribution from Subsidiaries 335 3,825 2,767 (300) (5,531) – 1,096 268 828
Share in net earnings (losses) of equity method investees 10,884 41 (7) – 311 – 11,229 152 11,077
Contribution from Operations – Core Income (Loss) 11,219 3,866 2,760 (300) (5,220) – 12,325 420 11,905
Non-recurring Income (Charges) 3,959 (980) (1,353) (2,070) (1,762) – (2,206) 4,670 (6,876)
Segment Income (Loss) Attributable to owners of the Parent
Company =15,178
P =2,886
P =1,407
P (P
=2,370) (P
=6,982) =–
P =10,119
P =5,090
P =5,029
P
Core EBITDA =2,150

P =11,452
P =14,371
P (P
=795) (P
=1,658) =–
P =25,520
P =2,154
P =23,366
P
Core EBITDA Margin 43% 65% 60% –% –% –% 53% 43% 54%
Non-recurring Charges =3,853

P (P
=1,105) (P
=2,003) (P
=6,016) (P
=1,755) =–
P (P
=7,026) =4,565
P (P
=11,591)
Provision for (benefit from) income tax 249 (73) 9 1,550 (1) – 1,734 249 1,485
Non-controlling interest (143) 198 641 2,396 (6) – 3,086 (144) 3,230
Net Non-recurring Charges =3,959
P (P
=980) (P
=1,353) (P
=2,070) (P
=1,762) =–
P (P
=2,206) =4,670
P (P
=6,876)

Segment assets =4,572
P =187,536
P =137,227
P =36,310
P =33,165
P =15,843
P =414,653
P =–
P =414,653
P
Investments and advances 133,756 8,231 1,672 – 26,022 – 169,681 – 169,681
Consolidated Total Assets =138,328
P =195,767
P =138,899
P =36,310
P =59,187
P =15,843
P =584,334
P =–
P =584,334
P
Segment Liabilities =4,050

P =138,450
P =72,235
P =29,875
P =92,977
P =9,882
P =347,469
P =–
P =347,469
P
Service concession assets and property, plant and equipment =236
P =13,773
P =10,381
P =6,300
P =145
P =–
P =30,835
P =–
P =30,835
P
Depreciation and amortization 886 2,199 4,800 88 184 – 8,157 886 7,271
*SGVFS189808*
- 22 -
The following table shows the analysis and allocation of the consolidated results of operations of the Company to core and NRI and is provided to reconcile the preceding
consolidated segment information, amounts and balances with the consolidated statements of comprehensive income:
2023 2022 2021

Core NRI Reclassification Consolidated Core NRI Reclassification Consolidated Core NRI Reclassification Consolidated
(In Millions)
CONTINUING OPERATIONS
OPERATING REVENUES
Water and sewerage services revenue = 29,363
P =–
P (P
=260) = 29,103
P P24,822
= P–
= (P
=282) P24,540
= P23,981
= P–
= (P
=362) P23,619
=
Toll fees 27,212 – – 27,212 22,852 – – 22,852 17,485 – – 17,485
Rail revenue 2,515 – – 2,515 1,791 – – 1,791 1,133 – – 1,133
Real estate 1,217 – – 1,217 – – – – – – – –
Other revenues 1,021 – 260 1,281 1,417 – 282 1,699 962 – 362 1,324
61,328 – – 61,328 50,882 – – 50,882 43,561 – – 43,561
COST OF SALES AND SERVICES (22,853) 92 – (22,761) (19,808) (10) – (19,818) (18,496) (98) – (18,594)
GROSS PROFIT (LOSS) 38,475 92 – 38,567 31,074 (10) – 31,064 25,065 (98) – 24,967
General and administrative expenses (12,166) (869) – (13,035) (10,636) (1,096) – (11,732) (8,992) (1,425) – (10,417)
Interest expense (12,868) (135) – (13,003) (10,178) (128) – (10,306) (9,137) (93) – (9,230)
Share in net earnings (losses) of equity method investees 15,719 470 – 16,189 12,950 1,260 – 14,210 11,077 (775) – 10,302
Interest income 1,888 17 – 1,905 1,127 7 – 1,134 743 2 – 745
Construction revenue 36,991 – – 36,991 35,441 – – 35,441 27,014 – – 27,014
Construction costs (36,991) – – (36,991) (35,441) – – (35,441) (27,014) – – (27,014)
Others 897 913 – 1,810 (741) (6,688) – (7,429) 17 (9,198) – (9,181)
INCOME (LOSS) FROM CONTINUING OPERATIONS

BEFORE INCOME TAX 31,945 488 – 32,433 23,596 (6,655) – 16,941 18,773 (11,587) – 7,186
BENEFIT FROM (PROVISION FOR) INCOME TAX (5,960) (116) – (6,076) (4,642) 838 – (3,804) (2,744) 1,485 – (1,259)
NET INCOME (LOSS) FROM CONTINUING

OPERATIONS 25,985 372 – 26,357 18,954 (5,817) – 13,137 16,029 (10,102) – 5,927
NET INCOME (LOSS) FROM OPERATIONS OF

ENTITIES UNDER PFRS 5 – – – – – – – – 932 4,810 – 5,742
NET INCOME (LOSS) = 25,985

P = 372
P =–
P = 26,357
P =18,954
P (P
=5,817) =–
P =13,137
P =16,961
P (P
=5,292) =–
P =11,669
P
Net Income Attributable to:

Owners of the Parent Company = 19,528
P = 388
P =–
P = 19,916
P =14,188
P (P
=3,693) P–
= =10,495
P =12,325
P (P
=2,206) P–
= =10,119
P
NCI 6,457 (16) – 6,441 4,766 (2,124) – 2,642 4,636 (3,086) – 1,550
= 25,985
P = 372
P =–
P = 26,357
P =18,954
P (P
=5,817) =–
P =13,137
P =16,961
P (P
=5,292) =–
P =11,669
P
*SGVFS189808*
- 23 -
By Geographical Market
While the Company’s geographic focus is still predominantly the Philippines, MPIC has started
increasing its presence in Southeast Asia with its investments in Indonesia (PT Nusantara, which was
consolidated beginning July 2018) and Vietnam (CII B&R, Tuan Loc Water Resources Investment
Joint Stock Company and BOO Phu Ninh Water Treatment Plant Joint Stock Company; see Notes 4
and 10).
2023 2022 2021

(In Millions)
Revenue
Philippines =58,151
P =48,092
P =41,504
P
Indonesia 3,142 2,755 2,033
Vietnam 35 35 24
61,328 50,882 43,561
From Operations of Entities under PFRS 5 –
Philippines (see Note 32) – – 5,012
=61,328
P =50,882
P =48,573
P
Share in net earnings (losses) of equity

method investees (see Note 10)
Philippines =16,362
P =13,812
P =10,277
P
Indonesia (340) 268 123
Thailand – – 6
Vietnam 167 130 (104)
16,189 14,210 10,302
From Operations of Entities under PFRS 5 –
Philippines (see Note 32) – – 152
=16,189
P =14,210
P =10,454
P
Non-current assets (a):

Philippines =570,367
P =511,316
P =472,175
P
Indonesia 47,187 45,695 28,357
Thailand – – –
Vietnam 3,713 6,856 5,389
=621,267
P =563,867
P =505,921
P
(a)
Excluding financial instruments and deferred tax assets.
6. Material Partly-owned Subsidiaries
In determining whether an NCI is material to the Company, management employs both quantitative
and qualitative factors to evaluate the nature of, and risks associated with, the Company’s interests in
these entities; and the effects of those interests on the Company’s financial position. Factors
considered include, but not limited to, carrying value of the subsidiary’s NCI relative to the NCI
recognized in the Company’s consolidated financial statements, the subsidiary’s contribution to the
Company’s consolidated revenues and net income, and other relevant qualitative risks associated with
the subsidiary’s nature, purpose and size of activities.
*SGVFS189808*
- 24 -
Based on management’s assessment, the Company has concluded that the following are the
subsidiaries with NCI that are material to the Company: (i) MWHC, (ii) NLEX Corp, (iii) PT
Nusantara, and (iv) MPLRC.
The ability of these subsidiaries to pay dividends or make other distributions or payments to their
shareholders (including the Company) is subject to applicable laws and other restrictions contained in
financing agreements, shareholder agreements and other agreements that prohibit or limit the
payment of dividends or other transfers of funds. Such applicable restrictions are as follows:
 Under the financing agreements as disclosed in Note 18, which include satisfying certain
financial ratios and other covenants to be able to declare or pay cash dividends;
 Under Philippine law, a corporation is permitted to declare dividends only to the extent that it has
unrestricted retained earnings that represent the undistributed earnings of the corporation which
have not been allocated for any managerial, contractual or legal purposes and which are free for
distribution to the shareholders as dividends; and,
 Under NLEX Corp’s shareholders’ agreement, unless otherwise agreed upon by the shareholders,
no amounts shall be distributed by way of dividends until PNCC’s share in the project revenue
collection has been repaid in full.
As at December 31, 2023 and 2022, NLEX Corp. has unpaid dividends to non-controlling
shareholders amounting to =
P696 million and =
P323 million, respectively.
For years ended December 31, 2023 and 2022, equity infusion of NCI into MPLRC, LRMH, LRMC
and MPNATI with an aggregate amount of = P2,224 million and =P1,646 million, respectively, are
included in “Other movements in NCI” in the consolidated statements of changes in equity.
*SGVFS189808*
- 25 -
The summarized financial information are presented before inter-company eliminations but after consolidation adjustments for goodwill, other fair value adjustments on
acquisition and adjustments required to apply uniform accounting policies at group level.
December 31, 2023 December 31, 2022 December 31, 2021

NLEX NLEX NLEX
MWHC Corp PT Nusantara MPLRC MWHC Corp PT Nusantara MPLRC MWHC Corp PT Nusantara MPLRC
Equity share held by NCI 47.2% 24.9% 23.7% 34.9% 47.2% 24.9% 23.7% 34.9% 47.2% 24.9% 23.7% 34.9%
Summarized statements of financial position
Current assets P10,318
= P6,802
= = 17,800
P P3,426
= P16,034
= P7,836
= P3,288
= P3,649
= P13,960
= P5,354
= P4,569
= P2,238
=
Non-current assets(a) 164,028 83,714 47,293 46,091 138,001 73,742 45,716 43,291 124,325 66,403 28,340 39,267
Current liabilities 24,825 18,604 19,399 2,671 27,772 10,447 7,021 3,090 22,318 7,916 2,088 2,660
Non-current liabilities 73,166 40,391 14,007 25,592 55,141 41,881 22,243 26,070 47,780 38,471 11,403 23,122
Total equity 76,355 31,521 31,687 21,254 71,122 29,250 19,740 17,780 68,187 25,370 19,418 15,723
Attributable to:
Equity holders of MPIC 40,165 25,971 20,319 7,613 37,395 24,131 11,953 6,369 35,841 21,213 11,762 5,634
NCI 36,190 5,550 11,368 13,641 33,726 5,119 7,787 11,411 32,345 4,157 7,650 10,089
Revenues 27,323 21,498 2,317 2,515 22,875 18,072 3,080 1,791 21,950 14,031 2,318 1,133
Net income (loss) 8,367 9,981 (1,019) (21) 5,456 7,973 447 (503) 5,702 6,093 (162) (590)
Total comprehensive income (loss) 8,223 9,971 (1,019) 12 5,642 7,933 447 (471) 6,049 6,041 (175) (572)
Net income (loss) attributable to NCI 4,721 2,490 (254) (13) 2,909 1,989 185 (315) 2,685 1,520 (40) (379)
Dividends declared to NCI 1,369 2,250 – – 1,405 1,084 – – 1,410 1,007 – –
Dividends paid to NCI 1,369 1,812 – – 1,405 1,384 – – 1,410 1,045 – –
Summarized statements of cash flows
Operating 16,558 12,836 (247) (1,364) 15,431 9,345 1,348 (2,744) 14,053 8,647 498 (2,858)
Investing (29,535) (10,893) (5,567) (1,503) (16,025) (8,273) (16,179) (3,187) (9,926) (5,819) (1,218) (3,383)
Financing 7,440 (3,298) 5,686 3,034 3,070 475 13,120 6,219 (8,114) (1,318) 3,006 6,795
Net increase (decrease) in cash and cash equivalents (5,537) (1,355) (128) 167 2,476 1,547 (1,711) 288 (3,987) 1,510 2,286 554
Cash and cash equivalents – beginning 10,454 5,399 2,733 1,673 7,978 3,852 4,444 1,385 11,965 2,342 2,158 831
Cash and cash equivalents – end = 4,917
P = 4,044
P = 2,605
P = 1,840
P =10,454
P =5,399
P =2,733
P =1,673
P =7,978
P =3,852
P =4,444
P =1,385
P
(a) Includes goodwill recognized as at acquisition date (see Note 11)
*SGVFS189808*
- 26 -
7. Cash and Cash Equivalents, Short-Term Placements and Restricted Cash
Cash and Cash Equivalents. For the purpose of the consolidated statements of cash flows, cash and
cash equivalents comprise of the following as at December 31:
2023 2022 2021

(In Millions)
Cash on hand and in banks P
=16,186 =15,722
P =14,046
P
Short-term placements that qualify
as cash equivalents 23,186 17,873 30,812
P
=39,372 =33,595
P =44,858
P
Cash and cash equivalents include cash in banks and temporary placements that are made for varying
periods of up to three months depending on the immediate cash requirements of the Company. Cash
in banks and temporary placements earn interest at the prevailing bank and temporary placements
rates, respectively.
Short-Term Placements. Short-term placements are deposits with original maturities of more than
three months to one year from dates of acquisition and earn interest at the prevailing short-term
deposit rates. These also include investments in Unit Investment Trust Fund (“UITF”). While the
UITF was classified as financial asset at fair value through profit or loss (“FVPL”), the entire
investment is presented under the short-term placements account as the fund comprises of short-term
money market securities, time and special deposit accounts with average maturity of less than 30 days
and is part of the Company’s cash management policy (see Note 33).
Restricted Cash. Restricted cash, classified under 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; cash in bank earmarked for early settlement of loan; maintenance
reserve account for maintenance and rehabilitation expenditures; and proceeds from performance
guarantees. This DSA is maintained and replenished in accordance with the provision of the loan
agreements.
Interest income from the restricted cash is for the account of the Company.
Interest income yield per annum on short-term placements range from 0.10% to 7.25% in 2023 and
from 0.5% to 6.0% in 2022. Interest earned from cash and cash equivalents, short-term placements
and restricted cash from continuing operations amounted to =
P1,401 million, =
P595 million and
=335 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Note 24).
P
*SGVFS189808*
- 27 -
8. Receivables
This account consists of:
2023 2022
(In Millions)
Trade:
Water P
=3,542 =4,084
P
Tollroads 495 646
Real Estate 465 833
Others 173 119
Concession financial receivable 2,457 2,390
Advances to Department of Public Works and
Highways (“DPWH”) 1,410 1,441
Lease receivable 1,390 1,286
Contract assets/unbilled receivables 1,185 978
Nontrade 4,250 2,539
15,367 14,316
Less allowance for ECL (see Note 33) 1,937 1,746
13,430 12,570
Less current portion 8,870 9,195
Noncurrent portion* P
=4,560 =3,375
P
*Included in “Other noncurrent assets” account
Trade Receivables. Trade receivables which are non-interest bearing, included receivables arising
from the following:
 Water. Receivables from water service customers are generally on a sixty (60)-day term. For
bulk water services, terms are generally 45 to 60 days. As discussed in Note 5, Maynilad
extended assistance to its customers in the form of payment due date extensions and a
moratorium on disconnections during the community quarantines.
 Toll roads. Trade receivables are noninterest-bearing and are generally on terms of thirty (30) to
forty-five (45) days.
 Real estate. Payment commences upon signing of the contract to sell and the consideration is
payable in cash or under various financing schemes. The financing scheme would include down
payment of generally 20% of the contract price with the remaining balance payable through bank
financing which ranges from one (1) month to three (3) years with fixed monthly payments.
 Others. Other trade receivables include those arising from operations and maintenance
(“O&M”), and construction services of water and waste treatment facilities (with 30 to 60-day
credit term).
Concession Financial Receivable. Concession financial receivable pertains to the guaranteed

minimum payment that will be received by the Company from grantors under the following service
concession arrangements:
 On April 24, 2012, PT Dain Celicani Cemerlang (“DCC”), a subsidiary of PT Nusantara entered
into a Cooperation Agreement for the supply of treated water to PT Kawasan Industri Medan
(Persero) (“KIM”) for a period of 20 years (excluding construction phase). The agreement states
that DCC shall build a water treatment plant on the land owned by KIM under build-operate-
*SGVFS189808*
- 28 -
transfer (“BOT”) scheme. Both parties agree the minimum supply of treated water volume at
transfer point is 250,000 cubic meter (m3) per month at IDR 5,800 per m3 [excluding value-
added tax (“VAT”)]. The price will be evaluated and adjusted at 10% in every three (3) years or
at the time of the increase in electricity, fuel and other tariff which affect production costs
directly. The concession financial receivable pertains to the guaranteed minimum payment that
will be received by DCC from KIM under the water supply agreement.
 In August 2018, PT Energi Infranusantara, a wholly-owned subsidiary of PT Nusantara, acquired

80% of the capital stock of PT Rezeki Perkasa Sejahtera Lestari (“RPSL”), a biomass power plant
operator. RPSL has an Electrical Power Purchase Agreement with PT Perusahaan Listrik Negara
(Persero) (“PLN”) for the construction and operation of a Biomass Power Plant for a period of
twenty (20) years from the start of operations. Under the agreement, RPSL will supply a portion
of the generated power from the power plant to PLN in accordance with the terms and conditions
of the agreement. The concession financial receivable pertains to the guaranteed minimum
payment that will be received by RPSL from PLN under the electrical power purchase agreement.
Finance income amounting to P=157 million, =

P218 million and =
P217 million for the years ended
December 31, 2023, 2022 and 2021, respectively, were recognized under “Interest income” in the
consolidated statements of comprehensive income (see Note 24).
Advances to DPWH. Advances to the Department of Public Works and Highway (“DPWH”) include
(i) advances in order to fast track the acquisition of right-of-way for the construction of Segments 9
and 10, portions of Phase II of NLEX pursuant to the Reimbursement Agreement entered into by
NLEX Corp. with DPWH in 2013; (ii) direct advances to certain Segment 9 landowners as
consideration for the grant of immediate right-of-way possession to NLEX Corp. ahead of the
expropriation proceedings. Under a Deed of Assignment (“DOA”) with Special Power of Attorney
(“SPA”) agreement, these landowners agreed to assign their receivables from DPWH to NLEX Corp.
in consideration for the direct advances received from NLEX Corp.; (iii) in its letters dated
March 9, 2021 and July 1, 2021, the DPWH initially requested funding support from NLEX Corp. to
address challenges in the availability of Government funding for ROW acquisition for the Connector
road Project. The DPWH proposed to offset the funding support against Periodic Payment due to the
Government under Clause 7.3.11 of the Concession Agreement. NLEX Corp.’s obligation to pay
Periodic Payments to the Government will commence on the first anniversary of the construction
completion deadline. In line with the offsetting arrangement, DPWH has requested subsequent
amounts of funding support in its letter dated February 14, 2022 and subsequent letters to NLEX
Corp. during the year, mainly to cover court deposits required for expropriation of affected properties,
(iv) advances and reimbursement agreement between MPCALA Holdings, Inc. (“MPCALA”) and
DPWH where the parties have agreed that DPWH shall execute its power to acquire the necessary
right-of-way while MPCALA shall advance the amounts negotiated for such and shall be later
reimbursed by DPWH within 60 days from the receipt of the MPCALA’s request for reimbursement.
These advances to DPWH are noninterest-bearing and are collectible within a year; and (v) advances
and reimbursement agreement between Cavitex Infrastructure Corporation (“CIC”) and DPWH in
2018 where DPWH requested these advances in order to fast track the acquisition of right-of-way
(“ROW”) for the construction of Segment 3, now referred to as C5 South Link. The balance also
includes direct advances to certain Segment landowners as consideration for the grant of immediate
ROW possession to the Company ahead of the expropriation proceedings.
Lease receivable. As discussed in Note 3, on November 19, 2018, MVPHI, through its subsidiary,
SBVC, finalized and signed the Substrate Conversion Agreements with Dole to design, construct, and
operate two (2) biogas facilities within the cannery facilities of Dole in Surallah and Polomolok,
South Cotabato.
*SGVFS189808*
- 29 -
On July 1, 2022, both facilities have been commissioned and have achieved full commercial
operations. Capitalized project costs pertaining to the Dole Project which were previously recorded
under “Other Noncurrent Assets” have been reclassified to lease receivable upon full commercial
operations. The lease receivable is accounted for under PFRS 16, Leases, and this represents the
guaranteed payments from Dole for the duration of the contract.
Interest accretion on lease receivable amounting to P

=296 million and =
P148 million was recognized in
the consolidated statement of comprehensive income for the year ended December 31, 2023 and
2022, respectively (see Note 24). Annual guaranteed payments amount to = P300 million for the next
sixteen (16) years.
Contract Assets/Unbilled Receivables. Unbilled receivables represent right to consideration in

exchange for water services that are yet to be billed to customers.
In 2021, the Department of Environmental and Natural Resources (“DENR”) issued DENR
Administrative Order (“DAO”) No. 2021-19 to update the Water Quality Guidelines and General
Effluent Standards which resulted to postponement of Ecosystems Technologies International
Incorporated’s (“ESTII”) wastewater treatment plant upgrades that were previously required under
the old DAO 2016-08. COVID-19 has also influenced clients to reduce spending which pushed prices
lower and allowed new entrants to wage price wars. In light of these, various related assets of ESTII
were impaired. A provision of =
P102 million was recognized against ESTII’s contract assets.
Nontrade Receivables. Nontrade receivables also included (i) advances to customers, affiliates,
officers, and employees that are generally collectible within a year and (ii) advances to former
subsidiaries and related parties (see Note 19). Portion of advances to former subsidiaries and
affiliates of the Company are fully provided with allowance.
In October 2022, MPW’s previous agreement to operate and maintain bulk water facility owned by
Rio Verde Water Corporation was restructured to a loan payable over 25 years. The principal amount
of the loan is the amount of MPW’s investment to date, with an aggregate total of =
P1.2 billion (see
Note 29).
9. Other Current Assets

This account consists of the following:
2023 2022
(In Millions)
Current portion of:
Input value-added tax (“VAT”) (a) P
=7,526 =6,554
P
Due from related parties (see Note 19) 367 439
Advances to contractors and consultants (b) 1,291 780
Inventories (c) 1,338 1,139
Prepaid expenses and deposits (d) 870 1,153
Real estate for sale (e) 2,958 2,108
Creditable withholding tax (“CWT”) (f) 866 910
Contract assets 858 498
(Forward)
*SGVFS189808*
- 30 -
2023 2022
(In Millions)
Financial assets at fair value through other
comprehensive income (“FVOCI”) P
=104 =112
P
Asset held for disposal (see Notes 10 and 19) − 216
Others 1,564 77
17,742 13,986
Less allowance for decline in value (a,c,d,f) 1,657 1,446
P
=16,085 =12,540
P
a. Input VAT pertains to VAT imposed on purchases of goods and services. These are expected to
be offset against output VAT (see Note 15) arising from the Company’s revenue/income subject
to VAT in the future. Noncurrent portion as at December 31, 2023 and 2022 amounted to
=31 million and P
P =201 million, respectively, and is included under “Other noncurrent assets”. The
noncurrent portion pertains to input VAT that can be offset against output VAT beyond one year
and those that can be claimed as tax credits. As at December 31, 2023 and 2022, management
provided allowance for unrecoverable input taxes amounting to = P871 million and =
P692 million,
respectively.
b. Noncurrent portion of advances to contractors and consultants included under “Other noncurrent
assets” as at December 31, 2023 and 2022 amounted to =P11,736 million and =P6,448 million,
respectively.
c. Inventories as at December 31, 2023 and 2022, mainly pertains to LRMC’s rail engineering
supplies and others. The Company provides inventory obsolescence for the difference between
cost and net realizable value (“NRV”) of inventories due to damage, physical deterioration,
obsolescence, changes in price levels or other causes. Allowance for inventory losses amounted
to =
P183 million as at December 31, 2023 and 2022.
d. Prepaid expenses mainly pertain to insurance, performance bond and taxes and licenses. Deposits
include: (i) MPIC’s funding for its Long-term Incentive Plan (“LTIP”) which was settled in 2023
upon fulfillment of targets; and, (ii) Payments made in relation to the purchase of JJC (see Note
10). With the discontinuance of the logistics segment, management provided allowance for
impairment losses of prepaid assets amounting to =P110 million as at December 31, 2023 and
2022 (see Note 24).
e. Real estate for sale pertains to Landco’s inventories which were consolidated starting
March 31, 2022.
f. This represents amount withheld by counterparty for services rendered by the Company which
can be claimed as tax credits. As at December 31, 2023 and 2022, management provided
allowance for decline in value amounting to =
P492 million and =P461 million, respectively,
representing CWT recognized in prior years which the Company may no longer be able to utilize.
*SGVFS189808*
- 31 -
10. Investments and Advances

2023 2022
(In Millions)
Equity method investees:
Associates:
Material
MERALCO P
=152,128 =148,451
P
MPH 17,584 17,228
PT Jakarta Lingkar Baratsatu (“JLB”) 5,679 5,454
ARC 5,123 −
CII B&R 2,356 2,960
Others 2,963 3,070
Joint venture:
KM Infra / Philippine Coastal Storage and
Pipeline Corporation (“PCSPC”) 3,653 3,846
JJC 15,673 15,148
205,159 196,157
Advances to equity method investee 166 166
P
=205,325 =196,323
P
Equity Method Investees

Investments in equity method investees pertain to the Company’s investments in associates and joint
ventures.
Material Associates.
In determining whether an equity method investee is material to the Company, management employs
both quantitative and qualitative factors to evaluate the nature of, and risks associated with, the
Company’s interests in these entities; and the effects of those interest on the Company’s financial
position. Factors considered include, but not limited to, carrying value of the investee relative to the
total equity method investments recognized in the Company’s consolidated financial statements, the
equity investee’s contribution to the Company’s consolidated net income, and other relevant
qualitative risks associated with the equity investee’s nature, purpose and size of activities.
The Company’s investments in material associates substantially comprise of MPIC’s investments in:
Ownership Interest in %
Principal
Place of
Business Principal Activities 2023 2022
Associates:
MERALCO – Direct Philippines Power 12.5 12.5
MERALCO – Indirect* Philippines Power 35.0 35.0
CII B&R Vietnam Tollways 44.9 44.9
JLB Indonesia Tollways 35.0 35.0
MPH Philippines Health 20.0 20.0
ARC Philippines Food Manufacturing 34.8 −
Joint Venture:
KM Infrastructure (“KM
Infra”)/Philippine Coastal Storage & Investment holding/
Pipeline Corporation (“PCSPC”) Philippines Storage 50.0 50.0
JJC Indonesia Tollways 40.0 40.0
* Held through Beacon Electric
*SGVFS189808*
- 32 -
Movements in this account:
2023 2022
(In Millions)
Acquisition costs
Balance at beginning of year P
=182,897 =160,577
P
Additions during the year:
Equity infusion into existing investees 1,162 218
Acquisitions (see Note 29) 5,123 23,026
Additions (through consolidation of Landco) − 203
Step-acquisition of Landco (see Note 4) − (774)
Redemption of preference shares (240) −
Disposal (78) (353)
Balance at end of year 188,864 182,897
Accumulated equity in net earnings
Balance at beginning of year 11,591 9,097
Share in net earnings (losses) for the year:
Continuing operations:
MERALCO 15,728 13,322
JJC (618) −
MPH 356 239
JLB 277 258
KM Infra 236 179
CII B&R 202 139
Others 8 73
Share in impairment losses − (2,851)
Dividends:
MERALCO (10,458) (8,346)
CII B&R (638) (166)
KM Infra − (115)
JLB (129) (62)
Others (20) (100)
Disposal (11) (76)
Accumulated share in the investees’ OCI
Share in investees’ OCI during the year (1,852) 3,413
Disposal 6 (1)
Less allowance for impairment loss
Step-acquisition of Landco (see Note 4) − (774)
Disposal − (217)
Provision (see Note 24) 52 1,841
P
=205,159 =196,157
P
Advances to equity method investee 166 166
P
=205,325 =196,323
P
*SGVFS189808*
- 33 -
MERALCO
MERALCO is a Philippine corporation with its shares listed in the PSE. It is the largest distributor of
electricity in the Philippines with its franchise valid until June 2028.
The fair value of the Company’s effective investment in MERALCO at 47.5% amounted to
=213 billion as at December 31, 2023. The fair value of the Company’s effective investment in
P
MERALCO at 47.5% amounted to = P160 billion as at December 31, 2022 based on the quoted price of
MERALCO as at those dates.
On February 27, 2023, MERALCO approved the declaration of cash dividends amounting to
=11.028 per share to all shareholders of record as at March 29, 2023, payable on April 26, 2023; out
P
of which, total dividends attributable to the Company is =
P5.9 billion. This brings total dividends
declared out of 2022 earnings to =P16.834 per share or an equivalent of 70% of 2022 core income.
On July 31, 2023, MERALCO approved the declaration of cash dividends amounting to = P8.520 per
share to all shareholders of record as at August 30, 2023, payable on September 14, 2023. This
represents 50% of MERALCO’s core earnings for the six months ended June 30, 2023.
On February 26, 2024, MERALCO approved the declaration of cash dividends amounting to
=
P11.235 per share to all shareholders of record as at March 27, 2024, payable on April 24, 2024. This
brings total dividends declared out of 2023 earnings to =
P19.755 per share or an equivalent of 60% of
CCNI. The total dividends attributable to the Company (MPIC and Beacon Electric) is
=
P10,568 million.
On August 3, 2022, MPIC acquired an additional 2% of MERALCO’s issued and outstanding capital
stock for a total consideration of =
P7.8 billion or =
P344 per share. The transaction resulted in MPIC
holding an approximately 47.5% direct and indirect interest in MERALCO. As the shares were
purchased cum dividends, MPIC received 47.5% of the declared dividends on July 25, 2022.
MPH
MPH is the largest private healthcare operator in the Philippines, offering a wide range of healthcare
services through Metro Pacific Health. Metro Pacific Health operates 23 hospitals, 28 outpatient care
centers, and six cancer care centers (see Note 29).
JJC
On June 30, 2022, PT Margautama Nusantara (“MUN”), an indirect subsidiary of MPTC in which it
holds an aggregate equity interest of 89.66%, entered into a Conditional Share and Purchase
Agreement with Perusahaan Perseroan (“Persero”) PT Jasa Marga (Indonesia Highway
Corporatama), Tbk. (“Jasa Marga”) to acquire 40% of the outstanding shares of JJC.
JJC is the concession holder of Jakarta-Cikampek Elevated (“Japex”) toll road, which is a thirty-eight
(38) km fully elevated toll road forming part of the trans-java network, which serves as an entry/exit
gate from Jakarta (capital city) to West, Central, and East Java. Japex has been in operation since
December 12, 2019.
MUN entered into the agreement to acquire a total of 2,265,778 shares, representing 40% of the
P16.6 billion1). The
outstanding shares of JJC, for a total consideration of up to IDR 4,389 billion (or =
acquisition will be implemented through secondary shares acquired from Jasa Marga.
1
Total amount of base consideration and earn-out money
*SGVFS189808*
- 34 -
=15.3 billion2), which was settled as

The base consideration of the transaction is IDR 4,030 billion (P
=52 million2) upon signing of conditional share purchase agreement
follows: (i) IDR 15 billion (P
(“CSPA”) on June 30, 2022, (ii) IDR 200 billion (P =745 million2) via escrow on August 10, 2022, (iii)
2
IDR 591 billion (P
=2,278 million ) upon closing on October 10, 2022 and (iv) IDR 3,224 billion
=12,193 million2) final payment on December 19, 2022. In July 2023 and September 2023, the
(P
Company recorded attributable transaction costs of P=1.1 billion in connection with the acquisition of
JJC.
An additional consideration (earn-out) of IDR 359 billion (P =1,292 million3) shall be paid subject to
pre-agreed target level of tariff adjustment, with a long-stop date of December 31, 2024. Assuming
that the earn-out becomes payable, the price per share shall be adjusted to IDR 1,937,082.98
=6,9702,3) per share. As of December 31, 2023, the Company estimated the earn-out to be at
(P
IDR 190 billion (P=684 million3) and recorded as provisions under current liability.
Following the completion of the transaction as of December 19, 2022, MPTC now holds 40% indirect
interest in JJC accounted as a joint venture of the Company using the equity method. The transaction
is being carried out pursuant to MPTC’s plan to expand its toll road investment portfolio in Indonesia.
The transaction presents a growth opportunity for MPTC’s business in Indonesia.
JLB
JLB is a company that holds the concession to operate a 9.7 km length toll road until 2042 in
Jakarata, Indonesia. This toll road connects Kebon Jeruk (West Jakarta) with Penjaringan (Soekarno-
Hatta International Airport area, Cengkareng).
On June 23, 2022, JLB’s BOD approved the distribution of cash dividends amounting to
IDR 50 billion (P
=182 million) cash dividends. MPTC’s share in the total dividends declared
amounted to IDR 17.5 billion (P
=62.5 million) which was already paid as of June 15, 2023.
On June 16, 2023, JLB’s BOD approved the distribution of cash dividends amounting to
IDR100 billion (P
=369 million) cash dividends. MPTC’s share in the total dividends declared
amounted to IDR35 billion (P
=129 million) which is lodged under “Receivable” account as at
December 31, 2023 (see Note 8).
CII B&R
CII B&R and its subsidiaries are primarily engaged in the construction, development and operation in
urban infrastructure sector under the BOT contracts and built-transfer contracts. CII B&R is
incorporated in Vietnam and listed in Ho Chi Minh City Stock Exchange.
The fair value of CII B&R shares held by the Company (including the equivalent shares of the
potential voting rights) based on quoted market price amounted to VND4,437 billion (P =10.1 billion)
and VND4,680 billion (P =11.0 billion) as at December 31, 2023 and 2022, respectively.
KM Infra/PCSPC
On December 9, 2020, MPIC and Keppel Infrastructure Fund Management Pte. Ltd. [in its capacity
as trustee-manager of Keppel Infrastructure Trust (“KIT”)] entered into a sale and purchase
agreement with Macquarie Infrastructure Holdings (Philippines) Pte. Limited, Government Service
2
Exchange rates used are based on actual rates upon payment
3
Exchange rate used is based on closing rate of IDR 0.0036= =
P 1.00 as of December 31, 2023
*SGVFS189808*
- 35 -
Insurance System and Langoer Investments Holding B.V. for the acquisition of 100% of the total
issued capital stock of Philippine Tank Storage International Holdings, Inc. (“PTSI”).
On January 29, 2021, MPIC and Keppel Infrastructure Fund Management Pte. Ltd. (in its capacity as
trustee-manager of KIT) completed the acquisition of 100% of the total issued capital stock of PTSI
(the “Transaction Completion”). The shares of PTSI were indirectly acquired by MPIC and KIT
through a Philippine holding company, KM Infra, which, at the time of the Transaction Completion,
was 80% owned by Bay Philippines Holdings Corporation (“Bay PH”) (a 100% indirect subsidiary of
KIT) and 20% owned by MPIC.
On the same day after the Transaction Completion, Bay PH and MPIC entered into a Deed of Sale
whereby KIT agreed to sell to MPIC approximately 30% of the outstanding shares of KM Infra,
(“KM Sale Transaction”). As a result of the KM Sale Transaction, MPIC’s total shareholding in KM
Infra increased to approximately 50% of its total outstanding capital stock.
In addition to the payment of the purchase price for the additional 30% stake, MPIC also agreed to
reimburse KIT for transaction costs and expenses relating to the 30% interest that it agreed to sell to
MPIC.
MPIC and KIT also entered into a shareholders’ agreement to govern their relationship in managing
KM Infra and its subsidiaries, containing, among others, customary governance provisions, transfer
provisions and deadlock resolution mechanisms. The Company accounted for its investment in KM
Infra under the equity method of accounting as a jointly-controlled entity. Total acquisition cost for
the 50% effective ownership in PTSI amounted to = P7.1 billion (including transaction costs).
PTSI wholly owns PCSPC. Strategically located in the Subic Bay Freeport Zone, PCSPC is the
largest petroleum product import terminal in the Philippines with a storage capacity of approximately
6.0 million barrels. The 150-hectare facility comprises of 87 storage tanks, two piers and a pipeline
infrastructure connecting the entire facility. Due to its location, PCSPC provides clients with a well-
connected distribution hub to the largest economic catchment area – Metro Manila and North Luzon.
As at December 31, 2020, prior to the Transaction Completion, KM Infra, Razor Crest Storage
Infrastructure Holdings Corporation (“Razor”), and Hyperion Storage Holdings Corporation
(“Hyperion”) were all directly wholly owned entities by MPIC. These entities were all incorporated
for the purpose of investing into PTSI and PCSPC. After the restructuring and by the date of KM
Sale Transaction, MPIC’s stake in KM Infra was reduced to 50% and became a jointly-controlled
entity by MPIC and KIT. KM Infra owns 100% of Razor, while Razor owns 100% of Hyperion.
Hyperion in turn owns 100% of PTSI.
In 2022, as PCSPC’s revenues have underperformed targets for the past two consecutive years,
KM Infra recognized an impairment loss against goodwill from acquisition of =
P5,702 million. This
also triggered an impairment review of the Company’s investment in KM Infra.
The recoverable amount of the investment was based on a net asset value calculation using cash flow
projections covering a period of thirty-six (36) years which coincides with the land lease agreement
of PCSPC. The cash flow projections reflect the most recent financial budgets and forecasts, which
management believes are reasonable and are management’s best estimates of the ranges of economic
conditions that will exist over the forecast period. The cash flows beyond the five-year period were
extrapolated using a growth rate that is consistent with the average growth rate of the industry. The
cash flows were discounted at a pre-tax rate of 12.98%.
Total impairment recognized by the Company in 2022 amounted to = P4,474 million, which comprised
of =
P2,851 million as share in the losses of KM Infra reflecting the write-down of goodwill, and
=1,623 million of provision against the investment.
P
*SGVFS189808*
- 36 -
Material Investees – Summarized Financial Information

The tables below provide summarized financial information for the Company’s material investees. The information disclosed reflects the amounts presented in the
financial statements of the relevant investees and not the Company’s share of those amounts.
December 31, 2023 December 31, 2022
MERALCO MPH KM Infra JJC CII B&R JLB ARC MERALCO MPH KM Infra JJC CII B&R JLB
(In Millions)
Summarized statements of financial position

Current assets = 162,759
P = 15,006
P P1,883
= P1,462
= P1,554
= = 732
P = 5,133
P =154,287
P =12,697
P P1,617
= P1,228
= P2,121
= =1,193
P
Non-current assets(a) 423,283 37,516 13,566 53,553 24,219 7,398 5,940 364,974 33,193 14,273 54,233 22,010 8,113
Current liabilities 233,273 11,712 886 1,731 7,183 968 1,236 224,503 8,853 446 1,611 6,686 776
Non-current liabilities 185,450 5,963 17,663 38,384 15,626 236 49 170,649 6,584 18,232 37,587 13,455 2,133
Net assets (liabilities) 167,319 34,847 (3,100) 14,900 2,964 6,926 9,788 124,109 30,453 (2,788) 16,263 3,990 6,397
Less: Equity attributable to NCI (45,154) (7,688) – – (993) – – (14,445) (6,677) – – – –
Net assets (liabilities) attributable to common
shareholders of investee 122,165 27,159 (3,100) 14,900 1,971 6,926 9,788 109,664 23,776 (2,788) 16,263 3,990 6,397
Ownership interest in investee 47.47% 20.00% 50.00% 40.00% 44.94% 35.00% 34.8% 47.47% 20.00% 50.00% 40.00% 44.94% 35.00%
MPIC’s share in net assets (liabilities) of
investee 57,992 5,432 (1,550) 5,960 886 2,424 3,402 52,058 4,755 (1,394) 6,505 1,793 2,239
Goodwill and other adjustments 94,136 12,152 5,203 9,713 1,470 3,255 1,721 96,393 12,473 5,240 8,643 1,167 3,215
Carrying amount of the Company’s
investment = 152,128
P = 17,584
P = 3,653
P = 15,673
P = 2,356
P = 5,679
P = 5,123
P =148,451
P =17,228
P =3,846
P =15,148
P =2,960
P =5,454
P
Statements of comprehensive income

Revenues = 443,612
P = 24,217
P P2,670
= P3,215
= = 3,600
P = 1,918
P = 5,676
P =426,529
P =20,005
P P2,281
= P3,192
= =3,401
P =1,781
P
Income (loss) before income tax 46,789 3,898 (5,146) (1,469) 1,058 1,057 (986) 35,236 2,361 (5,268) (1,388) 783 1,069
Net income (loss) 38,678 2,793 (5,257) (1,545) 1,013 791 (984) 28,588 1,676 (5,322) (1,446) 314 857
Other comprehensive income (OCI) (loss) (3,360) (38) (290) (1) - 3 (17) 4,094 61 303 – – 10
Total comprehensive income (loss) 35,318 2,755 (5,547) (1,546) 1,013 794 (1,001) 32,682 1,737 (5,019) (1,446) 314 867
common shareholders of investee 34,663 2,699 (5,547) (1,546) 435 794 (1,001) 32,525 1,171 (5,019) (1,446) 314 867
Dividends received 10,458 – – – 638 129 – 8,346 – 115 – 166 62
(a)
Includes “Investments in associates”
*SGVFS189808*
- 37 -
Individually immaterial investees. The Company has interests in the following individually
immaterial investments in associates and joint ventures:
Place of Ownership Interest in %

Incorporation Principal Activities 2023 2022
Associates:
Water
EquiPacific HoldCo Inc. (“EHI”) (a) Philippines Investment holding/ Water 30.0 30.0
Tuan Loc Water Resources Investment Joint Stock Vietnam Investment holding/ Water
Company (“TLW”) (b) 49.0 49.0
PT Tirta Kencana Cahaya Mandiri (“TKC”) (h) Indonesia Water treatment – 28.0
Others
AF Payments Inc. (“AFPI”) (d) Philippines Operator of contactless payment
system 20.0 20.0
Indra Philippines, Inc. (“Indra Phils.”) (e) Philippines Management and IT consultancy 25.0 25.0
Costa De Madera (f) Philippines Real estate 62.0 62.0
PT Intisentosa Alam Bahtera (“IAB”) (i) Indonesia Port services – 39.0
First Gen Northern Energy Corp. (“FGNEC”) Philippines Under liquidation (corporate
life ended December 31,
2016) 33.3 33.3
Metro Pacific Land Holdings, Inc. Philippines Under liquidation (corporate
life ended July 31, 2019) 49.0 49.0
MCSC Services Vietnam Co., Ltd. (“MCSC”) Vietnam Toll collection and road
maintenance services 45.0 45.0
On-us Solutions Inc. (“Byahe”) (j) Philippines Transport 23.3 23.3
Nueva Ecija Land Company, Inc. * Philippines Real estate 49.9 49.9
Club Punta Fuego, Inc. * Philippines Resort and membership club 32.0 32.0
Costa De Madera Landholdings* Philippines Real estate 34.0 34.0
Landco Urdaneta Properties, Inc.* Philippines Real estate 31.0 31.0
Landco Bulacan Properties, Inc. * Philippines Real estate 30.0 30.0
Waterwood Land Inc.* Philippines Real estate 25.0 25.0
**Acquired through acquisition of Landco (see Note 4)
a. EHI and the Laguna Water District (“LWD”) entered into a Joint Venture Agreement
(“JV Agreement”) on November 3, 2015. Pursuant to the JV Agreement, EHI and LWD, at
ownership interest of 90% and 10%, respectively, established Laguna Water District Aquatech
Resources Corp. which shall be responsible for the financing, rehabilitation, improvement,
expansion, operation and maintenance of LWD’s water supply system. The JV Agreement is for
a term of twenty-five (25) years from January 1, 2016.
b. On June 11, 2018, MPW completed the acquisition of 49% of the outstanding capital stock of
TLW. The transaction was completed through the acquisition of 37,926,000 shares from an
existing shareholder of TLW for VND866 billion (equivalent to =P2 billion). TLW is one of the
largest water companies in Vietnam, with 330 Million Liters per Day (“MLD”) of installed
capacity and a billed volume of approximately 106 MLD and 99 MLD for the year ended
December 31, 2023 and 2022, respectively.
c. MPW has investments in the following entities which were impaired as of December 31, 2023
and 2022 (see Note 24):
 In 2018, MPW acquired 49% of Tuan Loc Water Resources Investment Joint Stock Company
which wholly owns Song Lam Water Supply Company Ltd. (“SLW”). SLW has been granted
a 25 year bulk raw water supply contract signed with Nghe An Water for providing raw water
for Nghe An Province. Contract year was established in 2015 and the installed capacity
stands at 200 MLW according to Investment Registration Certificate granted to SLW. SLW’s
major customer, Nghe An Water, has not been paying SLW for three (3) years (and still
counting) as at December 2022. SLW continues to supply raw water despite not getting any
compensation to date to avoid possible public backlash and risk of license revocation. SLW
*SGVFS189808*
- 38 -
has resorted to legal means to resolve the matter and the lower court has already ruled in
SLW’s favor but Nghe An has appealed the case in the higher court. On the other hand, Nghe
An Water also sent a letter to the Minister of Natural Resources and Environment and to the
director of the Department of Water Resources Management on October 15, 2021 petitioning
the license cancellations of SLW. In light of this, MPW recognized an impairment provision
amounting to = P476 million as of December 31, 2021.
 MWCI has 51.0% voting interest and 70.6% economic interest in Cebu Manila Water
Development, Inc. (“CMWD”). CMWD has a 20-year Water Purchase Agreement with the
Metropolitan Cebu Water District for the supply of 18 million liters of water per day for the
first year and 35 million liters of water per day for years two (2) up to twenty (20). CMWD
made its initial delivery of water in January 2015. As of December 31, 2019, MPW made a
full impairment provision amounting to = P172 million given the initiated contract termination
of MWCI’s Joint Investment Agreement by the Cebu Provincial Government.
On May 12, 2022, MPW entered into a share purchase agreement with Manila Water
Philippine Ventures, Inc. and Vicsal Development Corporation for the sale of 107.6 million
and 21.1 million common shares of stock in MWCI, respectively, for ₱1.00 per share or a
total consideration of ₱129 million. Gain on reversal of impairment amounting to
₱129 million was recognized under “Others” in the consolidated statement of comprehensive
income (see Note 24).
d. AFPI was granted the rights and obligations to design, finance, construct, operate, and maintain
the Automated Fare Collection System (“AFCS”) Project for LRT-1, LRT-2, and Metro Railway
Transit Line 3 (“MRT-3”). The AFCS Project accommodates a contactless smartcard technology
for stored value ridership and contactless medium technology for single journey ridership. This
system shall be expandable to allow the inclusion of accepted participants and issuers into a
generic micropayment solution fulfilling other commercial functions. AFPI had its Full System
Acceptance (“FSA”) on December 16, 2015. Unless otherwise extended or terminated in
accordance with the Service Concession Agreement, the concession period shall commence on
FSA date and end 10 years from the FSA date. In 2023 and 2022, due to the lower than expected
penetration rate into the micropayments business, the Company recognized additional allowance
for decline in value of investment amounting to =
P52 million and P=218 million, respectively. (see
Note 24).
e. Indra Phils. is a subsidiary of Indra Sistemas, S.A., which has international knowledge,
experience and track record in the information technology business. Indra Phils. is one of the
leading providers of information technology solutions to various businesses and industries in the
Philippines, with engagements in utilities and telecommunications, financial services and public
administration.
f. Neo Oracle Holdings, Inc. (“NOHI”) has 62% interest in Costa de Madera but was accounted for
as an investment in associate as control and management rests with the other shareholders of
Costa de Madera.
g. Landco is primarily engaged in all aspects of real estate business which includes real estate
consultancy encompassing project management and business planning services; dealing in and
disposing of all kinds of real estate projects involving commercial, industrial, urban, residential or
other kinds of real property; construction, management, operation and leasing tenements of the
corporation or other persons; and acting as real estate broker on a commission basis.
*SGVFS189808*
- 39 -
Additional advances of =
P900 million were made to Landco in 2021. With its record-breaking
sales in 2021, management believes that the advances made to date are fully recoverable.
On March 31, 2022, Landco became a wholly-owned subsidiary of MPIC (see Note 4).
h. TKC owns a Water Treatment Plant at Cikokol, Tangerang, Banten, which operates at
1,275 liter per second capacity bulk water supplying clean water to PDAM Tirta Kerta Raharja
(“TKR”) Tangerang. TKC was divested in January 2023 (see Note 4).
i. IAB is mainly engaged in the port services, warehousing, loading and unloading services, and
storage tank rental services with its operations located in Lampung.
On February 7, 2023, PT Portco Infranusantara (“Portco”) entered into a Sale Purchase Agreement
with PT LDC Indonesia to sell and transfer 39% of IAB’s shares owned by Portco for a total
transaction value of P
=308 million (IDR88 billion). The Company recognized gain on sale of
=224 million (see Note 24).
P
j. On March 7, 2022, MPT Mobility Corporation (MPT Mobility) and On-Us Solutions Inc. (“Byahe”),
entered into an Investment Agreement whereby Byahe shall issue to MPT Mobility up to 30,820,909
or such other number of new Common Shares constituting 35% of the entire enlarged share capital
of Byahe on a fully diluted basis at the time of the investment for an aggregate investment amount of
up to =
P150 million, which amount shall be infused in tranches and subject to the agreed investment
milestones in accordance with the terms and conditions set out in the Investment Agreement.
On April 8, 2022, MPT Mobility and Byahe entered a subscription agreement for 7,562,291 common
shares (or 11.7% ownership in Byahe) at a subscription price of =
P6.61 per share, or a total
subscription price of =
P50 million. MPT Mobility treated the investment in Byahe as investment in
associate starting April 8, 2022.
On November 28, 2022, the 2nd tranche of MPT Mobility’s investment in Byahe was paid. As of
April 2, 2024, MPT Mobility's total investment in Byahe amounts to =
P100 million or 23.33%
ownership.
Byahe is a company engaged in the operation of public utility vehicles such as but not limited to
passenger jeepneys and e-jeepneys, and to serve the commuting public in routes duly authorized
by appropriate government agency as common carrier. Byahe is planning to expand its current
Euro-IV compliant fleet, procure new state-of-the-art electric jeepneys, and expand the route
network of the fleet as part of its larger mission to revolutionize the Philippines’ jeepney
transportation ecosystem.
The following table analyzes, in aggregate, the Company’s share in the net income and OCI of these
individually immaterial investees for the years ended December 31:
2023 2022
Associate Associate
(In Millions)
Carrying amount of investment P
=2,963 =3,236
P
Share in:
Net income 8 90
OCI (10) 179
Total comprehensive income (2) 269
*SGVFS189808*
- 40 -
The following table summarizes, in aggregate, the assets and liabilities of these individually
immaterial investees:
2023 2022
Associate Associate
(In Millions)
Current assets P
=4,070 =4,359
P
Noncurrent assets 8,913 9,737
Current liabilities 2,624 2,901
Noncurrent liabilities 3,573 4,296
Dividend income 20 100
Other transactions with these individually immaterial investees are disclosed in Note 19.
11. Goodwill and Intangible Assets

2023
Intangible Assets
Customer
Goodwill Contracts Others Total
(In Millions)
Cost:
=25,738 P
=433 P
=1,104 P
=1,537
Additions/Adjustments 6 (7) 725 718
Exchange differences (7) − − −
Balance at end of year 25,737 426 1,829 2,255
Accumulated amortization:
Balance at beginning of year − 175 568 743
Additions (see Notes 21 and 22) − − 68 68
Balance at end of year − 175 636 811
Impairment:
Balance at beginning and end of year 10,497 251 166 417
P
=15,240 P
=− P
=1,027 P
=1,027
2022
Intangible Assets
Customer
Goodwill Contracts Others Total
(In Millions)
Cost:
Balance at beginning of year =25,738
P =433
P =1,007
P =1,440
P
Additions/Adjustments − − 171 171
Disposal − − (74) (74)
Balance at end of year 25,738 433 1,104 1,537
Balance at beginning of year − 173 513 686
Additions (see Notes 21 and 22) − 2 55 57
Balance at end of year − 175 568 743
Impairment:
Balance at beginning and end of year 10,497 251 166 417
P15,241
= =7
P P370
= P377
=
*SGVFS189808*
- 41 -
Goodwill. The carrying amount of goodwill allocated to each of the CGU (determined to be at the
subsidiary level) as of December 31:
2023 2022
(In Millions)
Toll operations:
MPTC/ Tollways Management
Corporation (TMC) P
=8,859 =8,859
P
CIC 4,966 4,966
PT Nusantara 892 895
Easytrip Services Corporation (ESC) 388 388
Dibztech (see Note 14) − −
SESI (see Note 14) − −
Power:
RPSL 129 133
Agro:
TLCI 6 −
P
=15,240 =15,241
P
The purchase price allocation for the acquisition of TLCI was finalized in 2023.
Impairment analyses are provided in Note 14.
Customer Contracts. The customer contracts were acquired as part of a business combination. They
are recognized at their fair value at the date of acquisition and are subsequently amortized on a
straight-line over their estimated useful lives.
A loss of =
P231 million was recognized in 2021 to write down ESTII’s customer contracts in light of
the DAO No. 2021-19 (see Note 8).
Other Intangible Assets. This comprises of acquisition of Carmen’s Best Brand, license and
technology, software and basketball franchise. ESTII’s licenses and technology amounting to
=266 million was written off in 2021 in light of the DAO No. 2021-19 (see Notes 8 and 24).
P
12. Service Concession Assets
2023 2022
(In Millions)
Water:
Maynilad P
=140,260 =120,587
P
MPIWI 2,010 1,935
MPDW 1,381 1,376
PNW (see Note 4) − −
MIBWSC 1,176 1,168
PHI 663 604
PT Nusantara 262 438
145,752 126,108
(Forward)
*SGVFS189808*
- 42 -
2023 2022
(In Millions)
Toll operations:
NLEX Corp. (NLEX, SCTEX and Connector) P
=74,341 =64,084
P
MPCALA (CALAX) 45,623 41,817
CCLEC (CCLEX) 30,094 30,145
PT Nusantara 22,966 20,170
CIC (CAVITEX) 18,267 15,048
191,291 171,264
Rail:
LRMC (LRT-1) 37,651 34,321
P
=374,694 =331,693
P
The movements in the service concession assets follow:
2023
Water Toll Rail Total
(In Millions)
Cost:
=179,525 P
=186,076 P
=43,507 P
=409,108
Additions 20,461 18,710 1,701 40,872
Capitalized borrowing cost 1,359 3,704 1,766 6,829
Remeasurement (see Note 17) 842 (495) – 347
Exchange differences 6 154 – 160
Balance at end of year 202,193 208,149 46,974 457,316
Balance at beginning of year 40,136 14,812 115 55,063
Additions (see Note 21) 3,021 1,993 137 5,151
Exchange differences 3 53 – 56
Balance at end of year 43,160 16,858 252 60,270
Impairment:
Balance at beginning and end of year (see
Notes 14 and 24) 13,281 – 9,071 22,352
P
=145,752 P
=191,291 P
=37,651 P
=374,694
2022
Water Toll Rail Total
(In Millions)
Cost:
P =166,885
P =38,756
P =368,677
P
Additions 15,699 17,180 3,165 36,044
Capitalized borrowing cost 747 4,724 1,586 7,057
Remeasurement (see Note 17) – (2,658) – (2,658)
Exchange differences 43 (55) – (12)
Balance at end of year 179,525 186,076 43,507 409,108
Balance at beginning of year 37,500 12,959 – 50,459
Additions (see Note 21) 2,632 1,855 115 4,602
Exchange differences 4 (2) – 2
Balance at end of year 40,136 14,812 115 55,063
Impairment:
Balance at beginning of year 12,170 – 5,985 18,155
Additions (see Notes 14 and 24) 1,111 – 3,086 4,197
Balance at end of year 13,281 – 9,071 22,352
=126,108
P =171,264
P =34,321
P =331,693
P
*SGVFS189808*
- 43 -
Service concession assets that are not yet available for use are subjected to impairment testing under
PAS 36, Impairment of Assets. In 2022 and 2021, the Company recognized impairment provisions
totalling to P
=4,197 million and P
=6,732 million, respectively, pertaining to the LRT-1 and PNW SCAs
(see Notes 14 and 24). No impairment recognized for 2023.
Service concession assets still under on-going construction and rehabilitation (see Note 29) amounting to
=88,127 million and P
P =74,660 million as at December 31, 2023 and 2022, respectively, are considered as
contract assets under PFRS 15. Details of the significant provisions of the service concession
arrangements are provided in Note 29.
13. Property, Plant and Equipment

Disposals/
January 1, Reclassi- December 31,
2023 Additions(a) fications(b) 2023
(In Millions)
Cost
Land and land improvements P1,601
= P24
= P40
= P1,665
=
Building and building improvements 2,701 86 90 2,877
Instruments, tools and other equipment 2,284 249 (88) 2,445
Office and other equipment, furniture and fixtures 3,824 599 (84) 4,339
Transportation equipment 1,896 374 (170) 2,100
Leasehold improvements 169 2 (21) 150
Right of use (“ROU”) assets 1,438 482 137 2,057
13,913 1,816 (96) 15,633
Accumulated Depreciation
Building and building improvements 332 83 4 419
Office and other equipment, furniture
and fixtures 3,033 431 (24) 3,440
Leasehold and land improvements 58 32 (13) 77
ROU assets 990 297 (4) 1,283
6,920 1,179 (242) 7,857
6,993 637 146 7,776
Allowance for impairment loss (702) – – (702)
Construction in-progress 613 340 (218) 735
= 6,904
P = 977
P (P
= 72) = 7,809
P
Disposals/
(In Millions)
Cost
Land and land improvements =1,834
P =3
P (P
=236) =1,601
P
Building and building improvements 2,364 250 87 2,701
and fixtures 3,567 462 (205) 3,824
Leasehold improvements 157 81 (69) 169
Right of use (“ROU”) assets 1,321 212 (95) 1,438
13,292 1,475 (854) 13,913
(Forward)
*SGVFS189808*
- 44 -
Disposals/
(In Millions)
Accumulated Depreciation
Building and building improvements =241
P =91
P =–
P =332
P
and fixtures 2,832 383 (182) 3,033
Transportation equipment 965 238 (60) 1,143
Leasehold and land improvements 78 25 (45) 58
ROU assets 652 259 79 990
6,084 1,081 (245) 6,920
7,208 394 (609) 6,993
Allowance for impairment loss (865) – 163 (702)
Construction in-progress 420 361 (168) 613
=6,763
P =755
P (P
=614) =6,904
P
(a)
Includes acquisitions through business combination (see Note 4).
(b)
Includes completion of purchase price allocation and exchange differences.
The recognized ROU assets relate to the following types of assets:
December 31, December 31,

2023 2022
(in Millions)
Building and building improvements P
=765 =343
P
Transportation equipment 10 8
Land – 97
Total ROU assets P
=775 =448
P
14. Impairment of Goodwill and Intangible Assets
The Company performs its annual impairment test close to the end of the year, after finalizing the
annual financial budgets and forecasts. The key assumptions used to determine the recoverable
amount for the different CGUs are discussed below.
Except for the impairment charge on service concession assets pertaining to the PNW and LRT-1 in
2022 and 2021 and goodwill in 2021 (see Notes 11 and 12), management did not identify any other
impairment losses for goodwill, service concession assets and service concession assets not yet in use.
Management also believes that no reasonable possible change in any of the key assumptions would
cause the carrying values of the CGUs and the service concession assets not yet in use to materially
exceed their respective recoverable amounts.
The Company performs annual impairment testing of the acquired goodwill (whether provisionally
determined or final). If the initial allocation of goodwill acquired in a business combination cannot
be reliably made before the end of the annual period in which the business combination is effected
and the Company assessed that there are no indicators of impairment, such goodwill may not be
tested for impairment until that allocation shall be completed before the end of the first annual period
beginning after the acquisition date.
*SGVFS189808*
- 45 -
Goodwill
Pre-tax
Growth Average Discount
rate forecast period rate
December 31, 2023:
Toll 4.0% to 9.0% 14 to 25 years 13.2% to 14.3%
Toll (non-concession) 3.0% See below 11.3%
Power -1.0% 14 years 13.6%
December 31, 2022:

Toll 2.0% to 8.0% 15 to 26 years 13.4% to 14.7%
Toll (non-concession) 3.0% See below 12.8%
Power 0.3% 15 years 14.2%
In assessing the impairment for goodwill, the Company compares the carrying amounts of the
underlying assets against their recoverable amounts (the higher of the assets’ fair value less costs of
disposal and their VIU).
The recoverable amounts for each business have been determined based on VIU calculations using
cash flow projections covering a five-year period (for CGUs with indefinite life) or the applicable
concession periods for the Company’s toll road and power businesses. The discount rates applied to
cash flow projections reflect the weighted average cost of capital of the relevant businesses. The
VIUs were calculated based on their cash flow projections as per the most recent financial budgets
and forecasts, which management believes are reasonable and are management’s best estimates of the
ranges of economic conditions that will exist over the forecast period. The cash flows beyond the
five-year period were extrapolated using a growth rate that is consistent with the average growth rate
of the industry.
The forecasted periods for the Company’s toll road and power businesses are more than five (5) years
as management can reliably estimate the cash flows for their entire concession periods. The cash
flows are derived using estimated average growth rates of traffic and toll for the roads and volumes of
electricity sold and price for power which do not exceed the long-term average growth rate of the
industry in the country where the businesses operate.
No impairment of goodwill was recognized by the Company in 2023 and 2022.
In the assessment of the recoverable amount of the toll non-concession (which basically pertains to
goodwill from acquisitions of RPSL, SESI and Dibztech), the Company recorded impairment losses
of P
=22 million, =
P42 million and P
=74 million, respectively in 2021. Continuing losses from these
investments prompted the Company to recognize an impairment provision.
Service Concession Assets

The Company assesses the recoverability of its service concession assets when there are indicators of
impairment within the reporting period.
Impairment provisions of = P1.1 billion in 2022 was recognized for the PNW SCA as COVID-19
suppressed water demand. It is currently unable to service its debts and obligations under its
engineering, procurement, and construction (“EPC”) contracts and the Local Shareholders Group
seemed to have abandoned their obligation to infuse the required funds in line with the Capital
Guarantee as defined in the Share Purchase Agreement. On February 23, 2023, PNW missed the debt
servicing due and still remain unpaid as of April 2, 2024, amounting to =P37 million. Thus, PNW is
*SGVFS189808*
- 46 -
deemed insolvent in accordance with Vietnam Law and Regulations. The recoverable amount is
calculated using cash flow projections which assume contracted bulk water stipulations and/or
reasonable estimates for tariff increases.
In 2019, the recoverability of the West Zone service concession assets was put into question when the
Maynilad CA was subjected for review and negotiation by the ROP. Impairment loss was recognized
for the West Zone water service concession asset and related goodwill for the year 2019 amounting to
=11,417 million and =
P P6,803 million, respectively (see Notes 3 and 29). The impairment previously
recognized required the Company to assess the recoverability of the service concession asset as of
December 31, 2023. For purposes of the impairment testing, the Company used the latest business
plan as submitted to MWSS. Pre-tax weighted average cost of capital was 12.6% and 13.6% in 2023
and 2022, respectively. The result of the impairment test resulted to neither an additional impairment
nor reversal in 2023 and 2022.
Service Concession Assets Not Yet Available for Use
Pre-tax
Capitalized Net Carrying Growth Average Forecast Discount
Project Cost (a) Value (b) Rate Period Rate
December 31, 2023:

Toll =80,065
P P58,974
= 3.0% to 4.0% 24 to 33 years 12.1% to 13.9%
Rail 29,506 27,502 8.9% 24 years 12.5%
Water 726 726 7.8% 34 years 11.7%
=110,297
P =87,202
P
December 31, 2022:

Toll P66,010
= P45,317
= 2.1% to 10.8% 25 to 34 years 14.5% to 15.9%
Rail 26,411 23,028 2.0% 25 years 13.3%
Water 1,038 1,038 8.3% 32 years 13.2%
=93,459
P =69,383
P
(a)
Included in the carrying value of the ‘service concession assets’ account in the consolidated statements of financial position
(see Note 12)
(b)
Represents difference between the service concession assets and the corresponding net present value of the service concession
fee payable (see Note 17)
In assessing the impairment for service concession assets not yet available for use, the Company
compares the carrying amounts of the underlying assets against their recoverable amounts (the higher
of the assets’ fair value less costs of disposal and their VIU). Risks related to the expected variations
in the timing of cash flows have been incorporated in computing for the recoverable amounts of the
relevant assets. Average growth for the toll, rail and water businesses represents expected growth in
traffic/toll, ridership/fare for the rail business and billed volume/tariff for the water business,
respectively. The average forecast period is consistent with the period covered by the concession
agreements (see Note 29).
Impairment of the LRMC Service Concession Asset. LRMC classifies its SCA according to its
obligations under its concession agreement: (i) the Rehabilitation Costs of the Existing System and
(ii) the Construction Costs of the Cavite Extension. For the purpose of impairment testing, the CGUs
identified are consistent with the classification of the SCA adjusted for the allocated service
concession fees payable. In determining the recoverable amounts for each of the CGU, the Company
used the expected cash flow approach to take into account all expectations about ridership, tariff
implementation and settlement of Grantor claims. Based on the testing, impairment losses of
nil, =
P3,086 million and =P5,985 million were recognized in 2023, 2022 and 2021, respectively.
*SGVFS189808*
- 47 -
15. Accounts Payable and Other Current Liabilities
2023 2022
(In Millions)
Accrued construction costs (a) P
=9,351 =8,850
P
Trade and accounts payable (b) 8,095 8,626
Accrued expenses (c) 5,599 6,678
Retention payable (d) 5,376 4,832
Option liabilities (see Note 29) 5,431 4,245
Interest and other financing charges (see Note 18) 3,143 2,597
Accrued personnel costs 1,844 1,665
Output taxes payable 1,270 367
Withholding taxes payable 1,119 877
Accrued outside services and professional fees 1,107 1,000
Dividends payable 742 363
Accrued PNCC and BCDA fees (see Note 29) 309 301
Unearned revenues 281 284
Contract liabilities/unearned connection and
installation fees (e) 279 341
Lease liabilities (f) 219 161
LTIP payable (see Note 23) − 1,364
Others 2,189 2,233
P
=46,354 =44,784
P
a. Accrued construction costs represent unbilled construction costs from contractors and are
normally settled upon receipt of billings.
b. This account includes unpaid billings of creditors, suppliers and contractors. It also includes
liabilities relating to assets held in trust used in Maynilad’s operations amounting to =
P97 million
as at December 31, 2023 and 2022 (see Note 30). Trade and accounts payables are non-interest
bearing and are normally settled on 30 to 60-day terms.
c. This account includes accrued utilities, marketing, and repairs and maintenance charges.
d. Retention payable is the amount withheld by the Company until the completion of the
construction of a specific project. The noncurrent portion of retention payable amounted to
=27 million and =
P P589 million and included under “Other long-term liabilities” as at
e. Unearned connection and installation fees are initially recognized from the collection of the fees
and is then recognized as revenue over the remaining concession period as the Company provides
water and sewerage services to customers. The noncurrent portion amounted to = P1,160 million
and P=918 million as at December 31, 2023 and 2022 and is reported under “Other long-term
liabilities”.
f. The noncurrent portion of lease liabilities amounted to P

=602 million and =
P431 million as at
December 31, 2023 and 2022, respectively and included under “Other long-term liabilities”
account.
*SGVFS189808*
- 48 -
16. Provisions
The table below presents the movements in this account:

Heavy Other
Maintenance (a) Provisions (b) Total
Balance at January 1, 2022 =655
P =10,834
P =11,489
P
Additions* (see Notes 21 and 24) 246 801 1,047
Reclassification, accretion and others 273 (980) (707)
Payments (197) (265) (462)
Balance at December 31, 2022 =977
P =10,390
P =11,367
P
Additions* (see Notes 21 and 24) 133 1,538 1,671
Reclassification, accretion and others (180) 275 95
Payments (1) (509) (510)
Balance at December 31, 2023 = 929
P = 11,694
P = 12,623
P
*Net of reversals for the year
Heavy Other
Maintenance (a) Provisions (b) Total
At December 31, 2022:
Current portion =679
P =7,658
P =8,337
P
Noncurrent portion 298 2,732 3,030
At December 31, 2023:
Current portion P216
= P8,334
= P8,550
=
Noncurrent portion 713 3,360 4,073
a. This pertains to the contractual obligation to restore the toll and rail service concession assets to a
specified level of serviceability during the service concession term and to maintain the same
assets in good condition prior to turnover of the assets to Grantor/s.
In 2023, LRMC reversed its provision for maintenance obligation due to the change in
maintenance plan from full ballast replacement to spot ballast replacement.
b. These consist of estimated liabilities for losses on claims by third parties. The information
usually required by PAS 37, Provisions, Contingent Liabilities and Contingent Assets, is not
disclosed as it may prejudice the Company’s negotiation with third parties.
Provisions for estimated tax warranties and indemnities mostly relate to the deconsolidation of
MPH and GBPC and other provisions required to be remeasured at fair value every reporting
period in accordance with PFRS 9. These amounted to = P2,386 million and = P2,583 million as at
17. Service Concession Fees Payable

2023
Toll Operations Water Rail Total
(In Millions)
P =8,325
P =3,382
P =29,742
P
Additions – 714 – 714
Remeasurement (495) (152) – (647)
Interest accretion – capitalized
(see Note 12) 210 – 111 321
Interest accretion (see Note 24) – 773 96 869
*SGVFS189808*
- 49 -
2023
(In Millions)
Foreign exchange differential P–
= =80
P =–
P =80
P
Payment – (1,048) (267) (1,315)
17,750 8,692 3,322 29,764
Less current portion – 966 257 1,223
=17,750
P =7,726
P =3,065
P =28,541
P
2022
(In Millions)
P =8,022
P =3,439
P =31,296
P
Additions – 147 – 147
Remeasurement (2,658) – – (2,658)
Interest accretion – capitalized
(see Note 12) 858 – 127 985
Interest accretion (see Note 24) – 693 83 776
Foreign exchange differential – 324 – 324
Payment – (861) (267) (1,128)
18,035 8,325 3,382 29,742
Less current portion – 1,032 257 1,289
=18,035
P =7,293
P =3,125
P =28,453
P
Toll Operations
 CALAX. In consideration for granting the concession, MPCALA shall pay DPWH a concession
fee totaling P
=27.3 billion, 20% or =P5.5 billion of which was settled upon signing of the
concession agreement (July 10, 2015). The balance of the concession fee (nominal amount of
=21.8 billion) is payable in equal annual installments beginning on the 5th year (2020) over a
P
period of 9 years from the signing of the concession agreement. Service concession fee payable
was initially recognized at its present value as at signing date of the concession agreement. For
failure to pay the concession fee on or before the agreed upon dates, MPCALA shall pay interest
at the rate of one-year Bloomberg Valuation Service (“BVAL”) rate plus 1.75%. The interest at
such rate shall continue to accrue until the remaining concession fee is paid, or until a notice of
default and termination is received by MPCALA. On July 7, 2020, MPCALA paid the first
installment of CALAX concession fee amounting to = P4.4 billion to DPWH. On April 7, 2022,
DPWH informed that the Company’s request dated June 10, 2021, in relation to the deferment of
the scheduled concession fee payment, has already been forwarded to the Department of Finance
(“DOF”) for comments/advice.
As at December 31, 2023, based on the current progress of the construction project, the expected
schedule of payment of CALAX concession fees was adjusted, and the next payment is expected
to be made in 2025. As a result, the service concession fees payable was remeasured based on the
discounted value of expected future cash flows using the prevailing peso interest rates as of
December 31, 2023.
As at April 2, 2024, discussions with DPWH on the suspension of service concession fee
payments are on-going.
 Connector Road Project. Under the concession agreement, NLEX Corp. shall pay periodic
payments to DPWH representing the consideration for granting the concession and basic right of
way in the Connector Road Project. Total payments to be made to DPWH amount to = P8.5 billion
*SGVFS189808*
- 50 -
payable at =
P243.2 million per annum. The payment shall commence on the first anniversary of
the construction completion deadline, as extended, until the expiry of the concession period and
shall be subject to an agreed escalation every two years based on the prevailing Consumer Price
Index (“CPI”) for the two-year period immediately preceding the adjustment or escalation.
The service concession fees payable is based on the discounted value of future fixed cash flows using
the prevailing peso interest rates on November 23, 2016. The undiscounted estimated future periodic
payments, excluding the effect of the CPI, is P
=8,510 million.
Water
 Maynilad. Concession fees relating to Maynilad’s service concession agreement (“Maynilad CA”,
the “Original Concession Agreement” or “OCA”) are denominated in US Dollar and Philippine Peso
and are non-interest bearing. These are payable semi-annually following an amortization table up to
the end of the concession period (see Note 29).
 MPIWI. Under the service contract agreement between MPIWI and Metro Iloilo Water District
(“MIWD”), MPIWI shall pay annual service fee to MIWD representing the sum of the contract
monitoring fees and fixed lease fees. The annual fixed lease payments represent rentals to MIWD
for making the existing facilities available for the exclusive use and possession of MPIWI throughout
the operational period of twenty five (25) years. The contract monitoring fees cover the day-to-day
expenses of MIWD (residual office) as it retains its function as regulator of MPIWI. It is fixed at
=76 million for the first year and =
P P55 million for the second year with the succeeding years adjusted
for CPI. An initial service fee of =
P350 million was settled within a month from the signing of the
service contract agreement.
 MPDW. Under the service concession agreement between MPDW and Dumaguete City Water
District (“DCWD”), MPDW shall pay an annual service fee to DCWD representing the sum of the
contract monitoring fees and fixed lease fees. The annual fixed lease payments represent rentals for
DCWD to make the existing facilities available for the exclusive use and possession of MPDW
throughout the operational period of 25 years.
Rail. Under concession agreement for the LRT-1 Cavite Extension and Operations & Maintenance
Project (“LRT-1 Project” or the “LRT-1 CA”), LRMC is required to pay the bid premium of
=9.35 billion (inclusive of VAT) as concession fee, 20% or =
P P1.87 billion of which was settled as at
the LRMC Effective Date in accordance with the LRT-1 CA. The balance of the concession fee
(nominal amount of = P7.5 billion, inclusive of VAT) is payable in equal quarterly installments over the
concession period with the first quarterly payment due beginning the fourth quarter of 2019.
Settlement of the concession fee is through the quarterly balancing payment mechanism reflecting
netting of payments due to Grantors against receivable from Grantors.
The schedule of undiscounted estimated future concession fee payments, based on the term of the
concession agreements are disclosed in Note 33, Financial Risk Management Objectives and Policies
– Liquidity Risk.
*SGVFS189808*
- 51 -
18. Short-Term and Long-Term Debt

2023 2022
(In Millions)
Short-term and current portions of long-term debt P
=39,199 P20,842
=
Noncurrent portions of long-term debt 277,506 271,625
P
=316,705 =292,467
P
Details of the debt per company/segment are as follows:
December 31, 2023

Long-term
Loans Bonds Total
(In Millions)
MPIC P77,178
= =–
P P77,178
=
Toll Operations 144,606 8,600 153,206
Water 64,185 – 64,185
Rail 24,076 – 24,076
Others 170 – 170
310,215 8,600 318,815
Less unamortized debt issue cost 2,079 31 2,110
=308,136
P =8,569
P =316,705
P
December 31, 2022

Long-term
Loans Bonds Total
(In Millions)
MPIC P82,018
= =–
P P82,018
=
Toll Operations 130,495 8,600 139,095
Water 49,160 – 49,160
Rail 24,491 – 24,491
286,164 8,600 294,764
Less unamortized debt issue cost 2,256 41 2,297
=283,908
P =8,559
P =292,467
P
The table below presents the movements in unamortized debt issue costs:
2023 2022
(In Millions)
P =2,105
P
Debt issue costs incurred during the year 261 584
Amortization during the year charged to interest expense
(see Notes 24 and 36) (179) (200)
Amortization during the year capitalized to service
concession assets (see Note 12) (211) (152)
Derecognized (58) (40)
Balance at end of year =2,110
P =2,297
P
The schedule of repayments of loans based on existing terms are provided in Note 33, Financial Risk
Management Objectives and Policies – Liquidity Risk.
*SGVFS189808*
- 52 -
Interest rates and maturity of the borrowings per company/segment as follows:

Interest rate per annum Maturity
2023 2022 2023 2022
Loans:
MPIC 4.5% to 6.7% 3.4% to 6.7% 2025 to 2032 2025 to 2032
Toll Operations 4.7% to 9.7% 4.3% to 8.9% 2024 to 2036 2023 to 2035
Water 0.9% to 9.0% 0.9% to 7.8% 2024 to 2037 2023 to 2037
Rail 6.5% to 8.8% 6.5% to 7.4% 2024 to 2031 2031
Long-term bonds:
Toll Operations 5.5% to 6.9% 5.5% to 6.9% 2024 to 2028 2024 to 2028
An analysis of the carrying amounts of borrowings into fixed and variable interest rates per
company/segment as follows:
Fixed Variable Total
2023 2022 2023 2022 2023 2022
MPIC P
=76,756 =74,348
P P
=– =7,156
P P
=76,756 P81,504
=
Toll Operations 105,224 93,406 47,055 44,610 152,279 138,016
Water 62,892 47,942 828 855 63,720 48,797
Rail 23,780 24,150 – – 23,780 24,150
Others 170 – – – 170 –
P
=268,822 P239,846
= P
=47,883 =52,621
P P
=316,705 =292,467
P
The carrying amounts of the borrowings are denominated in the following currencies:
December 31, 2023

Philippine Indonesian U.S. Japanese Vietnamese
Peso Rupiah Dollars Yen Dong Total
MPIC P
=69,626 P
=– P
=7,130 P
=– P
=– P
=76,756
Toll Operations 125,967 26,312 – – – 152,279
Water 56,503 – – 6,389 828 63,720
Rail 23,780 – – – – 23,780
Others 170 – – – – 170
P
=276,046 P
=26,312 P
=7,130 P
=6,389 P
=828 P
=316,705
December 31, 2022

Philippine Indonesian U.S. Japanese Vietnamese
Peso Rupiah Dollars Yen Dong Total
MPIC =74,348
P =–
P =7,156
P =–
P =–
P P81,504
=
Toll Operations 114,228 23,788 – – – 138,016
Water 44,779 – – 3,163 855 48,797
Rail 24,150 – – – – 24,150
=257,505
P =23,788
P =7,156
P =3,163
P =855
P =292,467
P
Other relevant information on the Company’s borrowings are provided below:
 Short-term loans
Rail
As of December 31, 2023, LRMC has two outstanding short-term loans amounting to
=
P500 million each with terms of 91 days and 180 days and interest rates of 8.875% and 8.775%
per annum, availed in August 8, 2023 and October 16, 2023, respectively. In 2023, interest
payments on short-term loans amounted to =P89 million.
*SGVFS189808*
- 53 -
On February 5, 2024, the Company re-availed its unsecured short-term loan from RCBC
amounting to =
P500 million for 182 days payable upon maturity. This is subject to an interest rate
of 8.875%.
Toll Operations
Last December 16, 2022, BPI issued a 90-day stand-by letter of credit facility to MPTC amounting
USD215 million that will expire on March 16, 2023. This is to secure the last installment payment to
Jasa Marga amounting IDR3,224 million which was funded by an interim loan from Bank Centra
Asia (“BCA”) Bank. On various dates in 2023, the Standby Letter of Credit (“SBLC”) facility was
rolled over and finally expired on December 31, 2023.
On November 6, 2023, NLEX Corp availed of 91-day short-term loans from RCBC and Philippine
National Bank (“PNB”) amounting to = P2.0 billion and =
P1.0 billion, respectively, both with an annual
interest rate of 6.0% and maturity date of February 5, 2024. The proceeds were used to bridge
finance the Company’s capital expenditures. These short-term loans were paid on their maturity
dates.
Water
As of December 31, 2023, MPDW has an existing =

P100 million short term loan with SBC which will
mature on April 2024 with interest of 7.5%.
On February 27, 2024, MPDW made an additional P

=50 million short term loan with SBC which will
mature on May 2024 with interest of 7.3%.
 Loan Drawdowns from Existing Facilities
Rail
In 2016, LRMC signed a 15-year Omnibus Loan and Security Agreement (“OLSA”) with various
financial institutions amounting to P =24.0 billion, P
=15.3 billion of which is allocated for the Cavite
Extension and = P8.7 billion for the rehabilitation of the existing LRT-1 system. The facility is fully
drawn as at December 31, 2022. The loan has a sponsors’ funding commitment wherein for each
drawdown until end of the construction period, the sponsors/shareholders shall infuse additional
equity or extend debt to LRMC in an amount necessary to meet the debt-to-equity ratio. Additional
equity investment of the sponsors shall not exceed = P15,346 million, of which P =8,440 million is
effectively allocated to MPLRC.
On July 31, 2019, LRMC, together with its shareholders and lenders, signed an amendment
agreement to the OLSA. The amendments include, but are not limited to, update of terms and
definition, split of portions of the Cavite Extension facility to “other than the remaining Tranche
B facility” and “the remaining Tranche B facility”, change in applicable interest rate for the
remaining Tranche B facility and update in the drawdown schedule. In 2022, LRMC made
drawdowns against its OLSA facility totalling = P3,395 million to finance the construction of
Cavite Extension. LRMC has fully drawn its OLSA loan facility as of December 31, 2022.
The OLSA principal and interest payments made in 2023 amounted to P

=415 million and
=1,682 million, respectively.
P
*SGVFS189808*
- 54 -
Toll Operations
a. On November 11, 2022, NLEX Corp entered into a P =7.0 billion, 10-year term loan agreement
with Metrobank to finance its capital expenditures and other general corporate purposes. On
November 16, 2022, the NLEX made its 1st drawdown amounting to P =4.0 billion with an annual
interest rate of 7.13%. Subsequently, on March 21, 2023, the Company made its second and final
drawdown of = P3.0 billion with an annual interest rate of 7.5%.
b. On February 23, 2023, BCA provided Kredit Investasi 4 Facility to BSD with the principal
amount no more than = P2.7 billion (IDR750 billion). The tenor is 13 years or until
February 23, 2036, with fixed interest rate of 7.5% until August 30, 2026, after which will bear a
floating interest rate. BCA also provided the acceptance of Kredit Investasi 5 Facility with
principal amount no more than = P2.3 billion (IDR637 billion). The tenor is also 13 years starting
from the initial drawdown with floating interest rate. Kredit Investasi Facility 4 and Kredit
Investasi Facility 5 will be used for the financing of flood mitigation project, weaving area
project, and access road to Makassar New Port.
c. On February 23, 2023, BCA provided the acceptance of Kredit Investasi 5 Facility to PT Jalan
Tol Seksi Empat (“JTSE”) with principal amount no more than P =348 million
(IDR96 billion). The tenor is 12 years starting from the signing of the agreement with floating
interest rate. This will be used by JTSE for the partial payment of tax penalty and obligation
from underpayment of VAT for the year 2012 and 2016 with the maximum amount of P =188
million (IDR52 billion). In addition, this will finance heavy maintenance costs for upgrading
works or pavement improvement of Jalan Tol Seksi IV Makassar amounting to P =159 million
(IDR44 billion). During 2023, JTSE made a total drawdown of P =329 million (IDR92 billion).
Water
In 2023, MPIW has made a drawdown of P

=165 million, with interest of 7.252% per annum.
Maynilad made its final drawdown from the Japan International Cooperation Agency (“JICA”)
Facility Loan amounting to =
P3.9 billion (¥10.2 billion) on June 23, 2023.
 Loan drawdown from New Facilities
Toll Operations
a. On June 15, 2023, MPTC entered into Term Loan Facility Agreement with BPI for a P =1.2 billion
due 2033 for the purpose of partially financing the equity requirements of CCLEC and for
partially funding of transactions related to the acquisition of shares in JJC. The facility was fully
drawn.
b. On August 31, 2023, MPTC entered into Term Loan Facility Agreement with BPI for
=2.8 billion due 2033 for the purpose of partially financing the equity requirements of MPCALA
P
and CCLEC and for partially funding the transactions related to the acquisition of shares in JJC.
The facility was fully drawn.
c. On December 7, 2023, MPTC entered into Term Loan Facility Agreement with BPI for a
=5.7 billion due 2033 for the purpose of partially financing the equity requirements of MPCALA
P
and for partially refinancing the bridge loan facility by PT Margautama Nusantara. The facility
was fully drawn.
*SGVFS189808*
- 55 -
d. On December 18, 2023, NLEX Corp entered into a P =10.0 billion, 10-year term loan agreement
with BPI to finance its capital expenditures and refinance its maturing debt. The loan is subject to
intermediate re-pricing based on pre-agreed pricing options. NLEX Corp. made an initial
drawdown of P =2.0 billion with an annual interest rate of 6.57% on December 28, 2023.
NLEX Corp. made its second drawdown amounting to P =2.2 billion with an annual interest rate of
6.69% in February 2024. The loan facility has an undrawn balance of P =5.8 billion which is
available for drawdown until September 2024.
e. On July 29, 2022, Savvice Corporation (formerly Southbend Express Services. Inc.) availed a
five (5) year Term Loan of P
=70 million with BPI at 6.75% fixed interest for the next three years.
The proceeds were used to fund the Towing Services for its Tow Trucks requirement.
f. On November 11, 2022, NLEX Corp entered into a 10-year fixed rate Term Loan Facility
Agreement with Metrobank for an aggregate principal amount of P =7 billion to finance capital
expenditure projects and refinance the company’s existing indebtedness. As at
December 31, 2023, the facility is fully drawn.
Maynilad
a. On May 10, 2023, Maynilad entered into a Loan Agreement with BPI. The first and second
drawdowns amounting to = P5.0 billion each were drawn on May 11, 2023 and October 3, 2023,
respectively. The loan shall be payable in semi-annual installments within ten years to commence
on November 11, 2024, and bears fixed interest rates of 6.41% and 7.00% per annum for the first
and second drawdown, respectively, for the first five years. Interest rate applicable for the
remaining five years will be based on benchmark rate plus spread of 0.65 per annum. The loan is
secured by a negative pledge.
b. On December 11, 2023, Maynilad entered into a Loan Agreement with Land Bank of the
Philippines. Drawdown from this facility amounting to P =5.0 billion was made on
December 13, 2023. The loan shall be payable in semi-annual installments within ten years to
commence on June 14, 2025, and bears fixed interest rate of 6.60% per annum for the first three
years. Interest rate on the re-pricing date will be based on applicable benchmark rate plus spread
of 0.50% per annum. The loan is secured by a negative pledge.
 Certain loan facilities were identified to have embedded derivatives such as prepayment options and
interest rate floors. These embedded derivatives, however, are not required to be bifurcated from the
host loan since: (1) the exercise price of the prepayment option approximates the carrying amount of
the loan at each exercise date; and (2) interest rate floor is out of the money, hence, identified
embedded derivatives are clearly and closely related to the host loan. Certain loans bear a fixed rate
for the first five years but is subject to an interest rate repricing after five (5) years (see Note 33,
Financial Risk Management Objectives and Policies – Interest Rate Risk).
 The credit agreements provide for certain restrictions with respect to, among others, obtaining prior
written consent from lenders prior to cash dividend payment, availing other loans or advances to any
of the Company’s affiliates, subsidiaries, stockholders, directors and officers except in compliance
with formally established and existing fringe benefit program of the Company. These restrictions
were complied with by the Company.
 The loan agreements contain among others, covenants regarding the maintenance of certain financial
ratios such as debt-to-equity ratio, interest coverage ratio, debt service coverage ratio (“DSCR”) and
maintenance of debt service reserve account (see Note 33, Financial Risk Management Objectives
and Policies – Capital Management).
*SGVFS189808*
- 56 -
 As at December 31, 2023, a number of toll road subsidiaries did not comply with the minimum
ratios set out in their existing loan agreements. These entities were able to secure a waiver from
their respective lenders and were deemed compliant with their debt covenants as at
December 31, 2023. Also, due to low billed volume, PNW was unable to service its loan
obligations with Vietinbank and is at risk of insolvency under Vietnam law as of
December 31, 2023. (see Notes 14 and 29)
Except as discussed above, MPIC and its subsidiaries are in compliance with the required
financial ratios and other loan covenants as at December 31, 2023 and 2022.
 MPIC does not guarantee the borrowings of its investee companies but there are standard cross-
default and cross-acceleration provisions in its loan agreements.
 Certain bank borrowings amounting to =

P65,674 million were secured by the Company’s interests
in LRMC (35.8% as at December 31, 2023 and 2022), MPCALA (100%, held through MPTC)
and CCLEC (100%, held by MPTC).
Certain long-term debt of MIB and MPIWI with the Development Bank of the Philippines are
secured by leasehold rights, project accounts, project assets with value of up to =
P1.35 billion, and
insurance policies.
 Other relevant information PT Nusantara’s term loan facilities are provided below:
1. The outstanding loan of PT Nusantara is secured by the office space purchased through the
proceeds of the loan.
2. Based on notarial deed No. 115 of Karin Christina Basoeki, S.H., dated June 29, 2022 BCA
provided Time Loan Non Revolving 2 facility to MUN amounting to IDR1,000 billion to
MUN which will be used to finance the first payment of 40% PT Jasamarga Jalanlayang
Cikampek (“JJC”) shares which owned by PT Jasa Marga (Persero) Tbk. (“JSMR”). This
loan is secured by all shares of JLB owned by MUN, Corporate Guarantee from BSD, MMN,
and JTSE, 25% of NI shares in MUN, and all shares of JJC owned by MUN.
3. Based on notarial deed No. 6 of Karin Christina Basoeki, S.H., dated December 6, 2022,
BCA provided Credit Multi Facility (“KMF”) to MUN amounting to IDR2,859 billion and
based on notarial deed No. 7 of Karin Christina Basoeki, S.H., dated
December 6, 2022, BCA Digital also provided KMF to MUN amounting to
IDR365 billion to guarantee remaining liabilities and finance the outstanding 40% payment
of JJC shares. Both of these loans are secured by SBLC.
4. The outstanding loans of MMN, JTSE, and BSD are secured by their respective concession
rights, all revenues derived therefrom, and any indemnity insurance receivable from the
Indonesian Government.
 Total carrying value of pledged assets for the Company excluding shares of stock as of
December 31, 2023 amounted to = P109,555 million.
 Loan Prepayment. No loans were prepaid in 2023. In 2022 and 2021, certain loans were prepaid
with combined outstanding balance of =P10,699 million and = P15,120 million, respectively.
Prepayment penalties and other related costs (including derecognition of unamortized debt issue
costs and PFRS 3 fair value increment) were recognized under “Others” in the consolidated
statement of comprehensive income (see Note 24).
*SGVFS189808*
- 57 -
 Interest Rate Swap. The Parent Company has a $130 million Facility Agreement with Mizuho
Bank, Ltd. Singapore Branch (“Mizuho”) dated January 14, 2021 which matures on
January 14, 2026. Proceeds of the loan were used for the acquisition of 50% effective share in
KM Infra. The facility is a floating-rate loan with interest computed based on 6-month USD
London Inter-bank Offered Rate (“LIBOR”) + 2.25% margin.
In view of the uptrend in interest rate environment and expected rise in forward rates, the MPIC
BOD on May 28, 2022 authorized MPIC to enter into and perform its obligations under one or
more derivative transactions with Mizuho.
Management has entered into an Interest Rate Swap Agreement with Mizuho on July 25, 2022,
with January 24, 2023 as effective date. The Interest Rate Swap Agreement will also mature on
January 14, 2026. In addition, on November 17, 2022, MPIC entered into an amendment
agreement with Mizuho relating to its facility agreement dated January 14, 2021. One of the
salient amendments was on the benchmark to be used in setting the applicable floating rate for the
Loan. This is in view of the impending discontinuance of LIBOR as an applicable interest rate
benchmark. Under the amended agreement, the interest rate beginning January 25, 2023 will be
based on Cumulative Compounded RFR Rate plus 1.45% Margin. The change will coincide with
the effectivity of the Interest Rate Swap.
MPIC recognized a derivative asset at fair value amounting to = P246 million and P=210 million as
of December 31, 2023 and 2022, respectively, in relation to this interest rate swap, booked under
other noncurrent assets. The ineffective portion of the cash flow hedge amounting to = P38 million
was recognized under “Other income (expenses)” in 2023. As a result of the hedge, the interest
on the USD$130 million loan facility with Mizuho is effectively fixed until maturity.
The Company has access to the following undrawn borrowing facilities as at December 31, 2023:
Expiring Expiring
within 2024 Beyond 2024 Total
(In Millions)
Toll Operations =12,972
P P–
= =12,972
P
Water – – –
=12,972
P =–
P =12,972
P
19. Related Party Transactions
On October 18, 2019, MPIC’s Audit Committee acting through the authority granted by MPIC BOD
in its meeting held on August 1, 2019, approved and adopted the “Revised Related Party Transaction
Policy” in compliance with the Philippine SEC Memorandum Circular No. 10, Series of 2019, or the
Rules on Material Related Party Transactions (“MRPT”) for Publicly-Listed Companies.
This MRPT Policy applies to MPIC and covers related party transactions that meet the Materiality
Threshold of 10% of MPIC’s total consolidated assets. It defines the processes, controls and
safeguards for the proper handling, including review, approval and disclosure, of such related party
transactions in accordance with applicable laws and regulations. All related party transactions are fair
and at arm’s length.
MPIC’s Revised Related Party Transaction Policy also provides for the guidelines and the necessary
approvals for transactions involving an amount below the Materiality Threshold.
*SGVFS189808*
- 58 -
Transactions with related parties are disclosed below. See tabular presentation for the recorded
transactions with these related parties.
Transactions with PLDT and SMART. The Company’s primary telecommunications carriers are
PLDT (an associate of FPC) for its wireline and SMART (PLDT’s subsidiary) for its wireless
services. Such services are covered by standard service contracts between the telecommunications
carriers and each entity within the Company. Other than these service contracts, the Company also
has the following transactions with these telecommunication carriers:
 Utilities Facilities Contract between NLEX Corp. and PLDT for the Fiber Optic Overlay along
Phase I of the NLEX. PLDT pays an annual fee presented as “Others” in the consolidated
statements of comprehensive income. Pursuant to the agreement, PLDT shall pay NLEX Corp.
fixed annual fee which shall then be escalated annually by a percentage indicated in the
agreement. The contract shall be effective for a period of 20 years from April 15, 2010 (i.e., until
April 14, 2030) and may be renewed or extended upon mutual agreement by NLEX Corp. and
PLDT.
 Utilities Facilities Contract between NLEX Corp. and SMART whereby NLEX Corp. provides
SMART an access for the construction, operation and maintenance of a cellsite inside the NLEX
right of way for a fixed annual fee which shall then be escalated annually starting on the
fourth year of the contract and every year thereafter. The contract is effective for a period of
five (5) years from April 27, 2015 and may be renewed or extended upon mutual agreement by
NLEX Corp. and SMART. On April 26, 2020, the contract was renewed for another five (5)
years effective April 27, 2020 until April 26, 2025.
Transactions with D.M. Consunji, Inc. (“Consunji”). Maynilad, entered into certain construction
contracts with Consunji, a subsidiary of DMCI Holdings, Inc. (“DMCI”) (a non-controlling
shareholder in MWHC), in relation to the provision of engineering, procurement and construction
services to Maynilad.
Advances to DMCI in relation to water projects are included under the account “Mobilization Fund”
presented under “Other noncurrent assets” account in the consolidated statements of financial position
as at December 31, 2023 and 2022.
Consunji also entered into construction contracts with MPCALA and NLEX Corp. for the
construction of the Laguna Segment of the CALAX and first section of the NLEX-SLEX Connector
Road. The contract price for the CALAX and NLEX-SLEX Connector Road amounted to
=7.2 billion and =
P P8.0 billion, respectively, subject to adjustments as provided for in the contract.
The contract prices were determined after negotiations between parties and were based on normal
commercial terms.
Advances to DMCI in relation to toll projects are included under the account “Advances to
Contractors” presented under “Other noncurrent assets” account in the consolidated statements of
financial position as at December 31, 2023 and 2022.
Transactions with MERALCO. MERALCO sells electricity to the Company for the Company’s
facilities within MERALCO’s franchise area. The rates charged by MERALCO are the same
mandated rates by the ERC applicable to customers within the franchise area. Aside from this
transaction, listed below are the Company’s transactions with MERALCO and its subsidiaries:
 As at December 31, 2023 and 2022, NLEX Corp. has advances to MERALCO amounting to
=21.8 million and =
P P21.3 million, respectively, which was included as part of “Advances to
*SGVFS189808*
- 59 -
contractors and consultants” presented under “Other current assets” in the consolidated
statements of financial position. The advances relate to electric line applications for Segment 9
of the NLEX, and the Balintawak and Valenzuela drainage system. These advances are
consumable upon activation of the electric lines in Segment 9 and Balintawak and Valenzuela
drainage system.
 Maynilad has outstanding receivable amounting to = P0.9 million as at December 31, 2023 and
outstanding payable amounting to =P7.3 million as at December 31, 2022 to Meralco Industrial
Engineering Services Corporation (“MIESCOR”, a subsidiary of MERALCO) relating to
construction costs on pipelaying.
 In 2017, LRMC entered into a memorandum of agreement with MERALCO to pay in advance all
costs and expenses to be incurred for the relocation of its electrical sub-transmission and
distribution facilities affected by the construction works of the LRT-1 Cavite Extension. The
advance payment shall be returned to LRMC by MERALCO upon payment of the applicable
relocation charges by LRTA to MERALCO, as stated in the LRTA-MERALCO memorandum of
agreement. As at December 31, 2023 and 2022, there were no outstanding receivables from
MERALCO.
Transactions with Indra Phils. Indra Phils renders services to MPIC’s subsidiaries for the
implementation of information systems and the conduct of business process analysis and other
IT-related services. Services were provided to toll and water segments of the Company.
Transactions with AFPI. As discussed in Note 10, AFPI was granted the rights and obligations to
design, finance, construct, operate and maintain the AFCS Project for LRT-1, LRT 2, and MRT 3.
LRMC, as the concessionaire for the LRT-1 Project, uses the AFCS at no consideration. The balance
payable to AFPI represents amount payable by LRMC for the purchase of stored value cards and
settlement arising from the rail revenue operations.
On September 27, 2021, LRMC awarded to AFPI the contract for the Design, Supply and Installation of
Automatic Fare Collection System for LRT-1 Cavite Extension Project amounting to P
=229 million.
Transaction with Landco. Refer to Note 10.
Transaction with San Carlos Bioenergy Inc. (“SCBI”). SCBI is a subsidiary of Roxas Holdings Inc.
(“RHI”) that operates a bioethanol production and cogeneration facility in San Carlos City Negros
Occidental. On December 17, 2021, MetPower Ventures Partners Holdings, Inc. (“MVPHI”) and
SCBI entered into a Convertible Note Agreement (“SCBI Note”) bearing the amount of = P800 million
with maturity date of December 31, 2028. It bears annual interest of 3%, with a step-up provision
based on 3-day average BVAL rate plus a 2.5% spread from December 31, 2024. The SCBI Note is
convertible to SCBI shares and upon conversion, exchangeable to RHI shares. This note was
accounted for as a financial asset at fair value through profit and loss.
Transaction with RHI. Advances were made to RHI in view of potential vertical integration
opportunities with MPAV.
Transaction with TKC. Revenue from management fee represents fee for management services
provided by PT Tirta Bangun Nusantara (“TBN”) to TKC.
*SGVFS189808*
- 60 -
On December 23, 2022, Potum entered into a conditional share purchase agreement with PT Bahtera
Hijau Mandiri to sell TBN for a total transaction value of IDR55 billion (P=197 million4). Potum
received an advance payment of IDR 44 billion (P =157 million ) at the time of the agreement.
4
On January 25, 2023, the agreement was finalized, and TBN, along with its associate TKC, were
=36 million4) on that date, and the
divested. Potum received the final payment of IDR 10 billion (P
4
remaining IDR 1 billion (P
=4 million ) in January 2024.
Transaction with IAB. In 2012, PT Portco Infranusantara, a wholly-owned subsidiary of PT

Nusantara, made advances to IAB for the latter’s working capital. The nontrade receivables are
interest bearing with interest computed at USD LIBOR plus 3.5% per annum. The term of the
receivable is up to May 2022. As of the reporting date, the receivable remains unpaid and discussions
regarding an extension are still ongoing.
Transactions with MPH and subsidiaries. Beginning December 2019, from a subsidiary, MPIC
started to account for its investment in MPH as an investment in an associate (see Notes 10 and 29).
Disclosures below in relation to MPH and its subsidiaries in relation to PAS 24 apply to periods after
MPH’s deconsolidation:
 MPIC provides legal, human resources, treasury and accounting functions to MPH.
 MPIC as an employer, provides annual physical and medical examination to its employees as part
of the employee benefits. Employees may choose the service provider, not necessarily hospitals
operated by MPH. For employees who chose to use MPH-operated hospitals, the rates charged
are the same rates provided to all other patients.
Revenue from water and sewer services. In the ordinary course of business, Maynilad provides water
services to its affiliates located within the West Zone of the Metropolitan Manila area at the same
approved rates applicable to customers within the concession area.
Consultancy Agreement – Establishment of Geographical Information System (“GIS”). In August

2019, MPIWI entered into an agreement with Maynilad which includes development of GIS database
and server, data collection (surveying and asset mapping, etc.), and conducting trainings for capacity
building. As at December 31, 2023, total project costs booked as part of Service Concession Assets
amounted to =P31 million for these consultancy agreements.
For the year ended December 31, 2023, ESTII recognized revenue from Maynilad amounting to
=78 million with regard to Ayala Southvale and Pasay-Alabang Projects.
P
Other transactions with related parties. Metro Pacific Investments Foundation, Inc. (“MPIFI”),
Ideaspace Foundation, Inc. (“Ideaspace”; Philippines’ largest privately–funded idea incubator
supported by FPC, FPC and others mainly relate to advances to finance various projects as well as
intercompany charges for share in certain operating and administrative expenses.
4
Exchange rate used is based on closing rate of IDR 0.0036=P
=1.00 as of December 31, 2023
*SGVFS189808*
- 61 -
The following table provides the total amount of transactions with related parties, other than advances, for the years ended December 31, 2023, 2022, and
2021 (amounts in millions):
Income Contracted Utilities

Management from Construction services (see Notes 21
Name Revenues Fees* Utility Facilities* Donations* Cost (see Note 21) and 22)
Associates and Joint Venture (see Note 10):
MERALCO (including MIESCOR) 2023 P9
= P–
= P–
= P–
= P–
= P–
= (P
= 2,194)
2022 8 – – – – – (1,792)
2021 376 – – – – – (1,217)
TKC 2023 – – – – – – –
2022 – – – – – – –
2021 – 7 – – – – –
Indra 2023 – – – – – (275) –

2022 – – – – – (416) –
2021 – – – – – (347) –
Other related parties:

SMART 2023 – – – – – – (78)
2022 – – – – – – (55)
2021 – – – – – – (74)
PLDT 2023 9 – 5 – – – (43)

2022 9 – 20 – – – (32)
2021 – – 3 – – – (122)
Consunji 2023 74 – – – (3,169) – –

2022 73 – – – (1,726) – –
2021 – – – – (7,808) – –
MPIFI 2023 – – – (147) – – –

2022 – – – (55) – – –
2021 – – – (14) – – –
Total 2023 = 92
P =–
P =5
P (P
= 147) (P
= 3,169) (P
= 275) (P
= 2,315)
2022 90 – 20 (55) (1,726) (416) (1,879)
2021 376 7 3 (14) (7,808) (347) (1,413)
*Included as “Others” in the consolidated statements of comprehensive income.
*SGVFS189808*
- 62 -
Outstanding balances of transactions with related parties are carried in the consolidated statements of
financial position under the following accounts provided below (amounts in millions). Except for the
SCBI Note, trade receivable, accounts payable and due to/from related parties are due and
demandable, non-interest bearing, unsecured and requires cash settlement.
Accounts Payable and Other
Trade Receivables Current Liabilities
(see Note 8) Due from Related Parties* (see Note 15) Due to Related Parties
Company 2023 2022 2023 2022 2023 2022 2023 2022
Associates and Joint Venture
MERALCO (including
MIESOR) =1
P =372
P = 16
P =14
P = 22
P =28
P =1
P P2
=
AFPI 4 2 – – 2 5 – –
Indra Phils. – – 3 – 99 48 – –
MPH – – 8 3 – – – –
IAB – – – 121 – – – –
CDM – – 270 –
Other related parties:
SCBI – – 800 800 – – – –
RHI – – 150 – – – – –
Consunji 4 411 – – 2 2 – –
FPC – – 1 1 – – – –
PLDT 30 1 – – 2 2 13 2
Smart 1 7 66 294 9 7 72 72
Others – – 3 6 2 6 7 7
40 793 1,317 1,239 138 98 93 83
Less allowance for impairment – – 950 – – – – –
Total 40 793 367 1,239 138 98 93 83
Less current portion 40 793 367 439 138 98 93 83
Noncurrent portion =–
P =–
P =–
P =800
P =–
P =–
P =–
P =–
P
*Current portion is included under “Other current assets” (see Note 9) while the noncurrent portion is under “Other noncurrent assets” in the consolidated
statements of financial position
Directors’ Remuneration
Annual remuneration of the directors amounted to =
P9 million, =
P8 million and P
=7 million in 2023,
2022 and 2021, respectively.
Certain directors and independent advisors are entitled to a per diem allowance of P
=100,000 for each
attendance in the MPIC BOD meetings and = P50,000 for each attendance in the Parent Company’s
Committee meetings. The Parent Company’s By-Laws provide that an amount equivalent to 1.0% of
net profit after tax of the Parent Company shall be allocated and distributed among the directors of
the Parent Company who are not officers of the Parent Company or its subsidiaries and affiliates, in
such manner as the MPIC BOD may deem proper. No accruals were made with respect to this
scheme for the years ended December 31, 2023, 2022 and 2021 in the absence of resolution from the
MPIC BOD. There are no other special arrangements pursuant to which any director will be
compensated.
Compensation of Key Management Personnel
Key management personnel are those persons having authority and responsibility for planning,
directing, and controlling the activities of the Company, directly or indirectly. Compensation of key
management personnel of the Company is as follows:
2023 2022 2021

(In Millions)
Short-term employee benefits =1,507
P =1,254
P =1,616
P
Share-based payment (see Note 28) – 18 23
Post employment benefits – Retirement costs 149 50 125
Other long-term benefits – LTIP expense
(see Note 23) 508 256 314
=2,164
P =1,578
P =2,078
P
*SGVFS189808*
- 63 -
20. Equity
Details of authorized and issued capital stock are in the following tables:
2023 2022
No. of Shares Amount No. of Shares Amount
(In Millions, except for number of shares)
Authorized common shares – = P1.00 par value 38,500,000,000 P

= 38,500 38,500,000,000 =38,500
P
Authorized preferred shares:
Class A – P
=0.01 par value 20,000,000,000 200 20,000,000,000 200
Class B – P
=1.00 par value 1,350,000,000 1,350 1,350,000,000 1,350
Balance at December 31 59,850,000,000 P
= 40,050 59,850,000,000 =40,050
P
Issued – preferred shares – Class A

Balance at beginning and end of year 9,128,105,319 P
= 91 9,128,105,319 =91
P
Issued and Outstanding – common shares:

Balance at beginning of year 31,569,338,752 P
= 31,570 31,569,338,752 31,570
Issuance of shares 2,873,404,000 2,873 − −
Issued – common shares 34,442,742,752 34,443 31,569,338,752 31,570
Less: Treasury shares (2,889,910,300) (2,890) (2,873,404,000) (2,873)
Balance at end of year 31,552,832,452 P
= 31,553 28,695,934,752 =28,697
P
Treasury shares – common shares:

Balance at beginning of year 2,873,404,000 P
= 10,703* 1,499,091,000 =5,705*
P
Share buy-back 16,506,300 86* 1,374,313,000 4,998*
Balance at end of year 2,889,910,300 P
= 10,789* 2,873,404,000 =10,703*
P
Total number of stockholders 2,396 − 1,270 −

*Including transaction costs
Class A Preferred Shares

Holders of Class A Preferred Shares are entitled to vote and shall receive preferential cash dividends
at the rate of 10.0% per annum based on the share’s par value, upon declaration made at the sole
option of the BOD. Dividends on these preferred shares, which shall be paid out of the Parent
Company’s unrestricted retained earnings, are cumulative whether or not in any period the amount is
covered by available unrestricted retained earnings. No dividends or other distributions shall be paid
or declared and set apart for payment in respect of the common shares, unless the full accumulated
dividends on all Class A Preferred Shares shall have been paid or declared. Holders of Class A
Preferred Shares do not have right to participate in any additional dividends declared for common
shareholders. MPHI holds all of the Parent Company’s Class A Preferred Shares.
There are no undeclared dividends as at December 31, 2023, 2022 and 2021.
Class B Preferred Shares
The Parent Company may issue one or more series of Class B Preferred Shares, as the MPIC BOD
may determine. The MPIC BOD shall also determine (a) cash dividend rate of such preferred share,
which in no case to exceed 10.0% per annum; and (b) period and manner of conversion to common
shares or redemption. Dividends on these preferred shares, which shall be paid out of the Parent
Company’s unrestricted retained earnings, are cumulative whether or not in any period the amount is
covered by available unrestricted retained earnings. No dividends shall be paid or declared and set
apart for payment in respect of the common shares or Class A Preferred Shares, unless the full
accumulated dividends on all Class B Preferred Shares shall have been paid or declared. Holders of
Class B Preferred Shares do not have right to participate in any additional dividends declared for
common shareholders.
There were no Class B Preferred Shares issued in 2023, 2022 and 2021.
*SGVFS189808*
- 64 -
Voluntary Delisting
On April 26, 2023, MPIC received the Tender Offer Notice from a consortium consisting of MPHI,
GT Capital Holdings, Inc. (“GTCHI”), Mit-Pacific Infrastructure Holdings, Inc. (“MPIH”) and MIG
Holdings Incorporated (“MIG”) (MPHI, GTCHI, MPIH and MIG shall collectively be referred to as
the “Bidders”) which states that they intend to make a tender offer (“Tender Offer”) for common
shares of MPIC with a view to taking MPIC private through a voluntary delisting process. The
Tender Offer shall cover all outstanding common shares of MPIC, other than the common shares
owned by the Bidders and the qualifying common shares of the directors of MPIC (the “Excluded
Shares”, and the shares subject of the Tender Offer, the “Tender Offer Shares”). Under the Amended
Voluntary Delisting Rules of the PSE, the voluntary delisting must be approved by: (a) at least two-
thirds (2/3) of the entire membership of the board of directors, including the majority, but not less
than two, of all of its independent directors; and (b) stockholders owning at least two-thirds (2/3) of
the total outstanding and listed shares of the listed company and with the number of votes cast
against the delisting proposal not more than ten percent (10%) of the total outstanding and listed
shares of the listed company. After receiving the Tender Offer Notice, a special meeting of the MPIC
BOD was convened on April 26, 2023. The MPIC BOD, including all four independent directors,
unanimously approved a resolution authorizing the filing of an application for voluntary delisting
with the PSE, subject to compliance with the Amended Voluntary Delisting Rules of the PSE. During
the same meeting, the MPIC BOD also unanimously approved to: (a) postpone the Annual
Shareholders’ Meeting (“ASM”) to another date (from May 26, 2023 to June 6, 2023), and amend the
record date of the shareholders entitled to notice and to vote during the ASM from April 26, 2023 to
May 17, 2023, and (b) amend the agenda of the ASM to include the approval of the voluntary
delisting of MPIC from the PSE as an agenda item. Furthermore, to comply with the voluntary
delisting requirements of the PSE, the Tendered Shares together with the Excluded Shares should
constitute at least 95% of the total issued and outstanding capital stock of MPIC, or such percentage
as the PSE may allow to effect the voluntary delisting of MPIC from the Main Board of the PSE.
Under the voluntary delisting rules of the PSE, delisting will be granted only if this requirement is
satisfied. The Tender Offer Notice from the Bidders states that it is their intention to delist MPIC
from the PSE and as such, the Bidders will not accept any Tendered Shares unless the threshold for
voluntary delisting is achieved or an exemptive relief is obtained from the PSE.
Based on the Tender Offer Notice, the Bidders will offer to acquire the Tender Offer Shares at
=4.63 per common share (“Tender Offer Price”) on an all-cash basis, which represents a 22%
P
premium over the one-year Volume Weighted Average Price (“VWAP”) of MPIC’s common shares.
The Bidders stated in the Tender Offer Notice that they believe that the Tender Offer and voluntary
delisting of MPIC will allow existing shareholders to sell their common shares and realize their
investment, in cash, at a premium to the current trading price of the common shares. Furthermore, the
Bidders informed MPIC that to comply with the voluntary delisting requirements of the PSE, an
independent valuation report and fairness opinion shall be rendered to support the Tender Offer Price.
On July 3, 2023, MPIC received an updated Tender Offer Notice (“Updated Notice”) from the
Bidders. The Updated Notice states that it supersedes the initial Tender Offer Notice that MPIC
received from the Bidders on April 26, 2023 (“Initial Notice”).
Based on the Updated Notice, the Bidders will offer to acquire the Tender Offer Shares at P =5.20 per
common share (“Final Tender Offer Price”) on an all-cash basis, which represents a 37% premium
over the one-year (based on the date of Initial Notice) VWAP of MPIC’s common shares and is at a
premium of Ten Centavos (P =0.10) over the highest end of the range provided in the independent
financial advisor’s report (“IFA Report”).
*SGVFS189808*
- 65 -
After receiving the Tender Offer Notice, a special meeting of the MPIC BOD was convened on the
same day. The MPIC BOD, including all four independent directors, unanimously approved a
resolution authorizing the filing of an application for voluntary delisting with the PSE, subject to
compliance with the Amended Voluntary Delisting Rules of the PSE. During the same meeting, the
MPIC BOD also unanimously approved to schedule the holding of a Special Stockholders’ Meeting
(“SSM”) on August 8, 2023 with record date of July 18, 2023. The only agenda item to be submitted
for the approval of the shareholders on the SSM is the approval of the voluntary delisting of MPIC
from the PSE. Assuming the shareholders approve the resolution to delist MPIC from the PSE during
the SSM, the Bidders will launch the Tender Offer immediately thereafter.
The Bidders also stated in the Updated Notice that assuming the Tender Offer is launched
immediately after the SSM, shareholders who participate in the tender offer and tender their Tender
Offer Shares will continue to be entitled to interim dividends that MPIC may declare after the
announcement of its first half 2023 results.
During the SSM of MPIC held on August 8, 2023, the shareholders representing more than seventy
seven percent (77%) of the outstanding common shares of MPIC approved the proposal to voluntarily
delist from the Main Board of the PSE. Furthermore, shareholders representing less than one percent
(1%) of the outstanding common shares of MPIC voted against the proposal to delist. The Tender
Offer period commenced the following day, August 9, 2023, and ended on September 19, 2023.
During the Tender Offer Period, a total of 5,464,753,560 MPIC common shares which represent
19.04% of MPIC’s total issued and outstanding listed shares were validly tendered and accepted by
the Bidders (“Tendered Shares”). The Tendered Shares were crossed through the facilities of the PSE
on September 26, 2023 and finally settled on September 28, 2023.
The Tendered Shares, Excluded Shares and other non-public shares totaled 97.27% of MPIC’s total
issued and outstanding listed shares and has exceeded the threshold required to complete the
voluntary delisting. On September 29, 2023, the PSE approved MPIC’s Petition for Voluntary
Delisting and accordingly ordered the delisting of the latter’s shares from the Official Registry of the
Exchange effective on October 9, 2023.
New Share Issuance

On November 8, 2023, MPIC entered into separate subscription agreements (the “Subscription
Agreements”) with MPHI, MPIH, MIG, and Government Service Insurance System (“GSIS”). MPHI,
MPIH, MIG and GSIS subscribed to an aggregate of 2,873,404,000 common shares of stock of MPIC
at a subscription price of =
P5.20 per common share, or a total subscription price of =
P14.9 billion.
The proceeds of the new share issuance may be used by MPIC to, among others, support investments,
reduce head office debt and potentially buy back the remaining minority shareholders of the
Company under terms set by MPIC. As a result of the new share issuance, MPIC will have
34,442,742,752 total issued common shares.
Treasury Shares
On February 26, 2020, the MPIC BOD approved the implementation of a Share Buyback Program.
The program ran for a period of three (3) months from the date of the approval or until May 26, 2020,
with the amount of up to =
P5 billion. The purpose for the Share Buyback Program was to improve
shareholder value. A total of 213,483,000 shares were acquired for an accumulated cost of
=706 million (including transaction cost).
P
*SGVFS189808*
- 66 -
On October 1, 2020, the MPIC BOD approved a second round of the Share Buyback Program of up
to =
P5 billion commencing on October 2, 2020 until the utilization of the aforementioned amount, or
as may otherwise be determined by the MPIC BOD. Consequently, the buyback transactions will be
triggered in the cases where: (i) MPIC’s stock is deemed to be substantially undervalued, (ii) when
there is high volatility in share prices, or (iii) in any other instance where a buyback would serve to
enhance or improve shareholder value, in each as may be reasonably determined by a special
committee of the MPIC BOD established for this purpose. From October 2, 2020 to
November 4, 2020, a total of 687,057,000 shares were acquired for an accumulated cost of
=2,715 million, including transaction costs. For the year ended December 31, 2020, acquisition of
P
treasury shares totaled 900.5 million shares for a total costs of = P3,420 million.
On various dates from July 28 to September 13, 2021, MPIC resumed its Share Buyback Program as
approved by the MPIC BOD on October 1, 2020. In 2021, the Parent Company acquired a total of
598.6 million shares at an average price of =
P3.82 per share and for an accumulated cost of
=2,285 million. As of September 13, 2021, the approved amount reserved for the second round of the
P
Share Buyback Program has been fully utilized.
On February 16, 2022, with the same purpose in mind and to further manifest confidence in the
Company’s value and prospects, the MPIC BOD approved a third round of Share Buyback Program
of up to =
P5.0 billion commencing on February 17, 2022 until the utilization of the aforementioned
amount, or as may otherwise be determined by the MPIC BOD. MPIC has fully utilized the budget
for the third round and has acquired a total of 1,374.3 million shares at an average price of =
P3.64 per
share.
On November 20, 2023, the MPIC BOD authorized the Company to buy back shares held by minority
shareholders who missed the opportunity to participate in the delisting tender offer conducted by
certain shareholders of the Company. The Company’s offer is to buy back common shares held by
minority shareholders at a purchase price of P
=5.20 per share, with a portion of the buy back price to
be withheld by the Company until the selling shareholder delivers all documents required to fully
consummate the transaction. The capital gains tax and documentary stamp tax shall be for the account
of the selling shareholder. The buy back shall be implemented for a limited period of time and subject
to a budget approved by the BOD, as may be adjusted from time to time, as the BOD may deem
appropriate. As at April 2, 2024, the Company has bought back a total of 25,291,037 shares, bringing
total issued and outstanding to 31,544,047,715 shares.
Reverse Stock Split

During the Special Shareholders’ Meeting of the Company held on December 4, 2023 at the principal
office address of the Company, the shareholders representing more than 2/3 of the Company’s issue
and outstanding shares approved to amend Article VII of the Company's Articles of Incorporation as
follows:
 Increasing the par value of MPIC’s Common Shares from One Peso (P =1.00) per Common Share
to Five Hundred Pesos (P=500.00) per Common Share, thereby resulting in the reduction in the
number of the authorized common shares from thirty-eight billion five hundred million
(38,500,000,000) to seventy-seven million (77,000,000);
 Increasing the par value of MPIC’s Class “A” Preferred Shares from One Centavo (P =0.01) per
Class “A” Preferred Share to Five Pesos (P=5.00) per Class “A” Preferred Share, thereby resulting
in the reduction of the number of the authorized Class “A” Preferred Shares from Twenty Billion
(20,000,000,000) to Forty Million (40,000,000); and,
*SGVFS189808*
- 67 -
 Increasing the par value of MPIC’s Class “B” Preferred Shares from One Peso (P =1.00) per Class
“B” Preferred Share to Five Hundred Pesos (P =500.00) per Class “B” Preferred Share, thereby
resulting in the reduction in the number of the authorized Class “B” Preferred Shares from one
billion three hundred fifty million (1,350,000,000) to two million seven hundred thousand
(2,700,000).
The amendment was applied on December 11, 2023, and will be effective upon approval of the SEC.
Record of Registration of Securities with the SEC

In accordance with Revised SRC Rule 68, Annex 68–K, below is a summary of the Company’s track
record of registration of securities:
Number of holders of securities as at
Number of registered shares December 31,
Issue Offer price Date of SEC approval securities 2023 2022 2021
Tender offer to shareholders of Metro Four (4) MPC shares for one October 25, 2006 Common shares of 56,878,766* 2,396 1,270 1,289
Pacific Corporation (MPC) (1) MPIC share plus
covering common shares and three (3) warrants Subscription warrants of – – –
subscription warrants relating to 170,636,298
common shares of MPIC with
par value of P
=1.0 per share
*Covered the 2006 registered shares only
The shares relating to the transaction above were exchanged in the PSE on December 15, 2006,
effectively listing MPIC via listing by way of Introduction. Out of the total warrants available for
conversion, 143,976,756 warrants were converted as at December 31, 2007 and 2,549,211 warrants
expired on December 15, 2007.
Retained Earnings and Cash Dividends

Of the Company’s retained earnings, = P22,913 million and =P16,122 million is available for dividend
declaration as at December 31, 2023 and 2022, respectively. These amounts represent the Parent
Company’s retained earnings available for dividend declaration calculated based on the regulatory
requirements of the Philippine SEC. The difference between the consolidated retained earnings and
the Parent Company’s retained earnings available for dividend declaration primarily consist of
undistributed earnings of subsidiaries and equity method investees. Stand-alone earnings of the
subsidiaries and share in net earnings of equity method investees are not available for dividend
declaration by the Parent Company until declared by the subsidiaries and equity investees as
dividends.
Dividends declared and paid are as follows:
2023 2022 2021

(In Millions)
Declared and paid:
Final dividend:
Common shareholders (P =0.076 for the calendar
years 2022, 2021 and 2020, respectively) =2,180.8
P =2,258.6
P =2,330.8
P
Class A preferred shareholders 4.6 4.6 4.6
Interim dividend:
Common shareholders (P =0.05 per share in 2023;
=0.0345 per share in 2022 and 2021,
P
respectively) 1,434.8 1,010.1 1,052.1
Class A preferred shareholders 4.6 4.6 4.6
=3,624.8
P =3,277.9
P =3,392.1
P
*SGVFS189808*
- 68 -
On March 6, 2024, the MPIC BOD approved the declaration of the cash dividends of = P0.1401 per
common share in favor of the Company’s shareholders of record as of the record date at
March 22, 2024 with payment date of April 18, 2024. On the same date, the BOD also approved the
declaration of cash dividends amounting to a total of =
P4.6 million in favor of MPHI as the sole holder
of Class A Preferred shares.
OCI Reserve
OCI reserve consists of the following, net of applicable income taxes:
2023 2022 2021

(In Millions)
Share in the OCI of equity method investees P2,903
= P4,752
= =1,340
P
Fair value changes on financial assets at FVOCI 1,194 1,435 564
Cumulative translation adjustment (759) (102) (177)
Fair value of cash flow hedge 156 158 –
Actuarial losses (329) (66) (140)
=3,165
P =6,177
P =1,587
P
Refer to Note 25 for the movements and analysis of the OCI.
21. Cost of Sales and Services
2023 2022 2021

(In Millions)
Amortization of service concession assets
(see Note 12) =5,151
P =4,602
P =5,930
P
Personnel costs and employee benefits
(see Note 23) 3,935 3,287 3,262
PNCC and BCDA fees (see Note 29) 3,047 2,562 1,841
Utilities 2,147 2,042 1,477
Contracted services and professional fees 1,498 1,352 1,326
Purchased water 1,473 1,174 796
Materials and supplies 1,455 1,177 934
Repairs and maintenance 1,380 1,168 1,103
Insurance 318 274 203
Transportation and travel 308 367 225
Cost of real estate sold 298 266 –
Depreciation and amortization (see Notes 11 and 13) 234 244 171
Taxes and licenses 156 126 95
Advertising and promotion 134 64 27
Provision for heavy maintenance (see Note 16) 133 246 256
Operator’s fees 69 63 101
Rentals 11 49 153
Others* 1,014 755 694
=22,761
P =19,818
P =18,594
P
*Includes toll collection and medical services and other various costs which are individually insignificant.
*SGVFS189808*
- 69 -
22. General and Administrative Expenses
2023 2022 2021

(In Millions)
Personnel costs and employee benefits
(see Note 23) P4,167
= P3,674
= =3,606
P
Taxes and licenses 1,342 1,321 815
Outside services (see Note 19) 1,251 1,081 875
Depreciation and amortization (see Notes 11
and 13) 1,013 894 1,170
Provision for ECL (see Note 8 and 33) 991 234 129
Professional fees 700 940 744
Advertising and promotion 642 416 320
Corporate initiatives and others 470 848 954
Repairs and maintenance 425 349 248
Utilities (see Note 19) 419 377 293
Transportation and travel 325 248 138
Insurance 186 165 180
Collection charges 184 236 136
Entertainment, amusement and representation 176 129 120
Administrative supplies 171 164 90
Rentals (see Note 29) 160 64 55
Trainings and seminars 26 18 24
Others* 387 574 520
=13,035
P =11,732
P =10,417
P
*Includes other various general and administrative expenses which are individually insignificant
23. Personnel Costs and Employee Benefits
2023 2022 2021

(In Millions)
Salaries and wages P
=6,194 =5,386
P =5,287
P
LTIP expense 593 261 322
Retirement costs 230 329 404
Provision for ESOP and RSUP (see Note 28) – 18 23
Other employee benefits 1,085 967 832
P
=8,102 =6,961
P =6,868
P
2023 2022 2021

(In Millions)
Cost of sales and services (see Note 21) P
=3,935 =3,287
P =3,262
P
(see Note 22) 4,167 3,674 3,606
P
=8,102 =6,961
P =6,868
P
*SGVFS189808*
- 70 -
LTIP
Certain of the Company’s employees are eligible for long-term employee benefits under the
LTIP. The liability recognized on the LTIP comprises the present value of the defined benefit
obligation and was determined using the projected unit credit method. Each LTIP performance cycle
generally covers three (3) years with payment intended to be made at the end of each cycle (without
interim payments) and is contingent upon the achievement of certain approved economic,
environmental, social and governance targets of the Company annually and by the end of the
performance cycle. Each LTIP performance cycle is approved by the respective BODs of the entities
within the Company.
As at December 31, 2023, 2022 and 2021, the LTIP payable is as follows:
2023 2022 2021

(In Millions)
=1,512 =1,877
P =1,555
P
Current service cost – continuing 593 261 322
Reversal/Reclass* (288) (160) –
Payments (1,099) (466) –
Balance at end of year P
=718 =1,512
P =1,877
P
* Reclassification in 2022 related to separation pay.
2023 2022 2021

(In Millions)
Current (see Note 15) P
=– =1,364
P =667
P
Noncurrent* 718 148 1,210
P
=718 =1,512
P =1,877
P
* Included in “Other long-term liabilities” account.
Toll Roads
The LTIP of MPTC covers cycle 2018 to 2020 with payout in 2021. In 2020, MPTC was not able to
achieve the necessary core income to fulfill the cumulative core income target for the 2018-2020
cycle. Up until December 31, 2021, there were informal discussions to replace year 2020 with year
2021. Subsequently on April 6, 2022, MPTC’s Compensation and Remuneration Committee
approved the LTIP Cycle 2018-2021, including its amendments, which were also approved by the
BOD on April 7, 2022. As at December 31, 2023, all payments due for this cycle have been paid out.
In 2022, MPTC started accruing for LTIP Cycle 2022-2024.
Water
The LTIP of Maynilad initially covers performance cycle 2019 to 2021. On February 24, 2022,
Maynilad’s BOD approved the program, including coverage, criteria, incentives and the extension of
the performance cycle to 2022. On May 5, 2023, the payments due to this cycle have been paid out.
The management intends to obtain approval for the LTIP cycle covering 2023 to 2025. Total
provision for this cycle amounted to =
P166 million as at December 31, 2023 and is reported under
“Other long-term liabilities”.
*SGVFS189808*
- 71 -
MPIC
On January 31, 2020, the Compensation Committee approved MPIC’s LTIP covering cycle 2019 to
2021. MPIC’s LTIP originally comprised cash incentives and share award. The plan then is for the
Company to secure the necessary exemption ruling from the SEC to re-acquire MPIC common shares
in the market for the share award.
On August 4, 2021, the MPIC BOD approved the extension of the performance cycle of MPIC from
2019-2021 to 2019-2022 and the treatment of 2020 as a non-performance year. Accordingly, payout
which was originally scheduled in 2022 is moved to 2023. Adjustments made to reflect the extension
amounted to = P22 million bringing down the total provision to =
P719 million as at December 31, 2021.
This is reported under “Other long-term liabilities”. The total provision amounted to =
P868 million
and is reported under “Accounts payable and other current liabilities” as at December 31, 2022.
Upon approval of the MPIC BOD on March 8, 2023 and achievement of core income targets for the
years 2019, 2021 and 2022, the cash incentive portion of the LTIP was paid out on March 10, 2023.
The share award covering 16.7 million shares was cancelled. Total cumulative costs of the share
award amounting to =
P107 million was recognized in equity reserves. A new cycle covering the years
2023 to 2025 has been approved by the MPIC BOD on March 8, 2023.
Pension
Regulatory Environment. The Company maintains both defined contribution and defined benefit
schemes among Parent Company and subsidiaries. In addition, the Company has made provisions for
estimated liabilities for employee benefits for meeting the minimum benefits required to be paid to
the qualified employees as required under the RA No. 7641, The Philippine Retirement Law, for the
entities operating in the Philippines; and the Indonesian Labor Law for PT Nusantara and its
subsidiaries.
Under RA 7641, companies are required to pay a minimum benefit equivalent to one-half month’s
salary for every year of service, with six (6) months or more of service considered as one (1) year, to
employee with at least five (5) years of services. For the entities of the Company operating in the
Philippines, they provide for either a defined contribution retirement plan or a defined benefit plan
that consider the minimum benefit guarantee mandated under RA 7641.
Under the Indonesian Labor Law, companies are required to pay separation, appreciation and
compensation benefits to their employees if the conditions specified in the Indonesian Labor Law are
met. PT Nusantara and its subsidiaries have recognized an unfunded employee benefits liability in
accordance with the Indonesian Labor Law.
Defined Contribution Retirement Plan. Certain entities of the Company operating in the Philippines
provide the retirement benefits of employees under a defined contribution scheme. Each of these
companies operates its own retirement plan. The retirement plan is a contributory plan wherein the
employer undertakes to contribute a predetermined amount to the individual account of each
employee and the employee gets whatever is standing to his credit, upon separation, from the
company. The retirement plans are being managed and administered by these companies’ respective
compensation committee. Each entity has an appointed trustee bank which holds and invests the
assets of the retirement fund in accordance with the provisions of the retirement plan.
Contributions to the retirement plan are made based on the employee’s monthly basic salary.
Additionally, an employee has an option to make a personal contribution to the fund, at an amount not
exceeding a certain percentage of his monthly salary in accordance with the entity’s policy. The
*SGVFS189808*
- 72 -
employer then provides an additional contribution to the fund which aims to match the employee’s
contribution but only up to a maximum of 5.0% of the employees’ monthly salary. Although the
retirement plans of these entities have a defined contribution format, these entities are covered under
RA 7641, which provides a defined benefit minimum guarantee for its qualified employees.
Accordingly, these entities account for the retirement obligation under the higher of defined benefit
obligation relating to the minimum guarantee and the obligation arising from the defined contribution
plan. Disclosures required for a defined benefit retirement plan apply to these companies’ retirement
plans and are provided together with the defined benefit retirement plans of the other subsidiaries of
the Parent Company.
Defined Benefit Retirement Plan. These plans provide for a lump sum benefit payments upon
retirement.
Certain entities of the Company have funded noncontributory defined benefit retirement plan
covering all their eligible regular employees. For the entities with funded retirement benefit plans,
plan assets are maintained in trust accounts with local banks. While there are no minimum funding
standards in the Philippines, the companies annually engage the services of an actuary to conduct a
valuation study to determine the retirement obligations and the level of funding to ensure that the
assets currently in the fund would be sufficient to cover expected benefit payments.
The rest of the companies within the group each has an unfunded, noncontributory defined benefit
retirement plan covering substantially all of their respective employees. While there are no minimum
funding standards in the Philippines, these entities also annually engage the services of an actuary to
conduct a valuation study to determine the retirement obligations and ensure that should there be
maturing obligations in the immediately succeeding periods, these are appropriately considered in the
budgeting process.
MPIC’s adoption of an amended retirement plan. On July 14, 2022, the MPIC BOD approved the
adoption of an amended Retirement Plan, which shall be referred as the Metro Pacific Investments
Corporation Beneficial Trust Fund (“MPIC BTF”). The MPIC BTF is converted into a defined
benefit pension plan and removes the defined contribution scheme which previously allowed the
employees to make a personal contribution to the fund.
Retirement Costs. The following tables summarize the components of the retirement costs under the
defined benefit plans and the defined contribution plans included in “Personnel costs and employee
benefits” under “Cost of sales and services” and “General and administrative expenses” accounts in
the consolidated statements of comprehensive income.
2023 2022 2021

(In Millions)
Current service cost =242
P =268
P =347
P
Past service cost 5 18 –
Net interest expense (income) (17) 43 57
Retirement costs for the year =230
P =329
P =404
P
Actual return on plan assets (P
=145) =11
P =59
P
*SGVFS189808*
- 73 -
Pension Assets and Accrued Retirement Costs. Reconciliation of net liability recognized in the
consolidated statements of financial position as at December 31 follows:
2023 2022 2021

(In Millions)
Present value of defined benefit obligation
(“PVDBO”) P
=2,828 =2,604
P =2,665
P
Fair value of plan assets (“FVPA”) 2,212 2,365 1,745
Net liability P
=616 =239
P =920
P
Pension asset(a) (P
=352) (P
=574) =–
P
Accrued retirement liability (b) 968 813 920
Net liability P
=616 =239
P =920
P
(a)
Included under“Other noncurrent assets” account.
(b)
Included under“Other long-term liabilities” account.
Changes in PVDBO are as follows:
2023 2022 2021

(In Millions)
PVDBO at beginning of year P
=2,604 =2,665
P =3,080
P
PVDBO from acquisitions – 4 –
Interest cost 156 130 116
Current service costs 242 268 347
Past service cost 5 18 –
Benefits paid from:
Plan asset (273) (228) (289)
Company funds – (16) (14)
Actuarial losses (gains) due to:
Changes in financial assumptions 133 (293) (554)
Changes in demographics (2) 17 1
Experience adjustments (33) 39 (3)
Net released obligation due to transfer (4) – (19)
PVDBO at end of the year P
=2,828 =2,604
P =2,665
P
Changes in FVPA are as follows:
2023 2022 2021

(In Millions)
FVPA at beginning of the year P
=2,365 =1,745
P =1,778
P
FVPA from acquisitions − 5 −
Interest income included in net interest cost 173 87 59
Benefits paid (273) (228) (289)
Contributions by employer 261 828 234
Remeasurement in OCI from return on plan asset
excluding amount included in net interest cost (318) (76) (12)
Net released obligation due to transfer 4 4 (25)
FVPA at end of the year P
=2,212 =2,365
P =1,745
P
*includes =
P 234 million effect of asset ceiling arising from the difference of the present value of reduction in future
contributions and fair value of plan assets as of December 31, 2023.
*SGVFS189808*
- 74 -
The entities within the group expect to contribute a total of P

=249 million to their respective retirement
funds in 2024.
The major categories of the plan assets are the following:
2023 2022
(In Millions)
Philippine bonds and treasury notes P
=1,363 =536
P
Philippine equity securities 551 795
Unit trust funds 114 475
Receivables and other assets 20 106
Cash in bank 164 453
P
=2,212 =2,365
P
The plan assets’ carrying amount approximates fair value since these are short–term in nature or
marked to market. Philippine bonds and treasury notes consist of government issued securities and
corporate bonds and subordinated notes. Government securities consist primarily of fixed–rate
treasury notes and retail treasury bonds. Philippine equity securities pertain to investment in shares of
various listed entities.
While the Company does not perform any Asset–Liability Matching Study, the risks arising from the
nature of the assets comprising the fund are mitigated as follows:
 Credit Risks. Exposure to credit risk arises from financial assets comprising of cash and cash
equivalents, investments and receivables. The credit risk results from the possible default of the
issuer of the financial instrument, with a maximum exposure equivalent to the carrying amount of
the instruments. The risk is minimized by ensuring that the exposure is limited only to the
instruments as recommended by the trust managers.
 Share Price Risk. Exposure arises from holdings of shares of stock being traded at the PSE. The
price risk emanates from the volatility of the stock market. The policy is to limit investments in
shares of stock to blue chip issues or issues with good fair values.
 Liquidity Risk. This risk relates to the risk that the fund is unable to meet its payment obligations
associated with its retirement liability when they fall due. To mitigate this risk, the entities
contribute to their respective fund from time to time, based on the recommendations of their
actuaries with the objective of maintaining their respective fund in a sound condition.
Actuarial Assumptions. Principal assumptions used in determining retirement obligations are shown
below:
2023 2022
(In Percentage)
Annual discount rate 5.9% to 7.3% 7.0% to 7.3%
Future range of annual salary increases 3% to 8% 3% to 10%
The discount rate represents the range of single weighted average discount rate used by each of the
entities within the group in arriving at the present value of defined benefit obligation, service and
interest cost components of the retirement cost. Assumptions regarding future mortality rate are
based on the Philippine Intercompany Mortality Table, which provides separate rates for males and
females.
*SGVFS189808*
- 75 -
Sensitivity Analysis. The calculation of the defined benefit obligation is sensitive to the assumptions
set above. The following table summarizes how the present value of defined benefit obligation as at
December 31 would have increased (decreased) as a result of change in the respective assumptions
by:
% Change 2023 2022

(In Millions)
Annual discount rate + 1.0% (P
=212) (P
=187)
– 1.0% 248 212
Future range of annual salary increases + 1.0% 259 223
– 1.0% (224) (198)
The following table provides for the maturity analysis of the undiscounted benefit payments as at
December 31:
2023 2022
(In Millions)
Less than one year P
=506 =447
P
More than one year to five years 984 1,070
More than five to ten years 1,319 1,408
Beyond ten years 11,682 12,591
Total expected benefit payments P
=14,491 =15,516
P
The average duration of the defined benefit obligation is 15 years as at December 31, 2023 and 2022.
24. Interest Income, Interest Expense and Others

The following are the sources of the Company’s interest income:
2023 2022 2021
(In Millions)
Cash and cash equivalents, short–
term placements and restricted
cash (see Note 7) =1,401
P =595
P =335
P
Finance income from concession
financial receivable (see Note 8) 157 218 217
Accretion of financial receivable
(see Note 8) 296 148 –
Debt instruments at FVOCI and
others* 51 173 193
=1,905
P =1,134
P P745
=
*Includes investments in bonds and treasury notes
*SGVFS189808*
- 76 -
The following are the sources of the Company’s interest expense:
2023 2022 2021

(In Millions)
Long-term debt (see Note 18) =11,701
P =9,072
P =8,201
P
Accretion on financial liabilities
(see Notes 19 and 29) 164 166 226
Accretion on service concession fees
payable (see Note 17) 869 776 634
Amortization of debt issue costs
(see Note 18) 179 200 169
Others 90 92 –
=13,003
P =10,306
P =9,230
P
Provisions for decline in value of assets recognized in the consolidated statements of comprehensive
income consists of the following:
2023 2022 2021

(In Millions)
Investments and advances
(see Note 10) = 52
P P4,692
= =536
P
Service concession assets (see Note 12) – 4,197 6,732
Other assets (see Notes 8, 9, 11 and 13) 238 596 1,452
Customer contracts (see Note 11) – – 231
Goodwill (see Notes 11 and 14) – – 138
=290
P =9,485
P =9,089
P
“Others” recognized in the consolidated statements of comprehensive income consists of the

following:
2023 2022 2021

(In Millions)
Reversal of impairment (see Note 10) =–
P =2,287
P =–
P
Provisions, net of reversals (see Note 16) 885 (801) (673)
Foreign exchange gain (loss) – net 31 (575) (918)
Gain on acquisition of a subsidiary (see
Note 4) – 502 –
Advertising, marketing and toll services 422 471 315
Service income 150 – 141
Insurance claims – 128 –
Net loss on prepayment of loan
(see Note 18):
Penalties and other prepayment
charges (see Note 18) – (119) (189)
Derecognized unamortized debt
issue cost (64) (114) (2)
Net gain on sale of investments
(see Note 10) 224 – 1,073
Rental income 202 117 132
Dividend income 124 103 62
Others* 126 57 (33)
=2,100
P =2,056
P (P
=92)
* Others include income from (i) settlement agreement from performance guarantees; (ii) non-regulated business; and (iii)
other incidental income and expenses.
*SGVFS189808*
- 77 -
25. Other Comprehensive Income
OCI recognized in the consolidated statements of comprehensive income consists of the following:
2023 2022 2021

(In Millions)
Items to be reclassified to profit or loss in
subsequent periods:
Share in the OCI of an equity method
investee coming from (see Note 10):
Exchange differences on translation
of foreign operations of investees (P
= 144) =1,117
P (P
=222)
Change in fair value of financial
assets at FVOCI 40 (128) 64
Fair value changes in cash flow
hedges 43 198 –
Fair value changes in cash flow hedges
(see Note 18) (2) 210 –
Exchange differences on translation
of foreign operations of subsidiaries (714) 79 1,245
Income tax effect – (53) –
(777) 1,423 1,087
Items not to be reclassified to profit or loss

in subsequent periods:
Share in the OCI of an equity method
investee coming from (see Note 10):
Actuarial gains (losses) on defined
benefit plans (1,834) 2,185 2,951
Change in fair value of financial
assets at FVOCI 43 41 18
Re-measurement gains (losses) on defined
benefit plans (see Note 23) (415) 156 544
Change in fair value of financial assets at
FVOCI (227) 877 437
Income tax effect 188 (32) (177)
(2,245) 3,227 3,773
(P
= 3,022) =4,650
P =4,860
P
On consolidation, the assets and liabilities of foreign operations are translated into Philippine Peso at
the rate of exchange prevailing at the reporting date and their statements of comprehensive income
are translated at exchange rates prevailing at the dates of the transactions. The exchange differences
arising on translation for consolidation are recognized in OCI.
*SGVFS189808*
- 78 -
26. Income Tax
a. The Company’s deferred tax components as at December 31 are as follows:

2023 2022
(In Millions)
Provisions =638
P P829
=
Accrued retirement cost and other accrued expenses 333 235
Excess of fair values over book values resulting from
business combination (2,511) (1,081)
Timing difference in depreciation method (2,757) (2,732)
Equity transaction (see Note 32) (6,848) (6,848)
Debt issue cost 601 (180)
Unamortized past service cost 57 (50)
Unamortized foreign exchange losses capitalized
as service concession assets – (2)
Others 506 700
Net deferred tax liabilities (P
=9,981) (P
=9,129)
Reflected in the consolidated statements of financial position:

2023 2022 2021
(In Millions)
Deferred tax assets =923
P =769
P =602
P
Deferred tax liabilities (10,904) (9,898) (9,882)
(P
=9,981) (P
=9,129) (P
=9,280)
2023 2022 2021

(In Millions)
Net movement recognized in:
Profit or loss
From Continuing Operations (P
=579) =492
P =1,891
P
From Operations of entities
under PFRS 5 (see Note 32) – – –
Equity (OCI and Equity reserve) (204) (341) (211)
Acquired in business combination (69) – –
(P
=852) =151
P =1,680
P
Corporate Recovery and Tax Incentives for Enterprises Act or CREATE Law. President Rodrigo
Duterte signed into law on March 26, 2021 Republic Act (“RA”) 11534 or the Corporate
Recovery and Tax Incentives for Enterprises (“CREATE”) Act, which introduced reforms to the
corporate income tax and incentives systems. It took effect 15 days after its complete publication
in the Official Gazette or in a newspaper of general circulation, or on April 11, 2021.
The CREATE Act provides for the following reduction in corporate income tax (“CIT”) rates,
among others:
 lower corporate income tax from 30% to 25%, retroactive to July 1, 2020, for both domestic
and foreign corporations;
 lower corporate income tax of 20% for small and medium domestic corporations (with net
taxable income of P
=5 million and below, and with total assets of not more than P
=100 million
excluding land); and,
 lower Minimum CIT (MCIT) from 2% to 1% effective July 1, 2020 until June 30, 2023.
*SGVFS189808*
- 79 -
Under the CREATE Act, the lower regular corporate income tax rate of 25% applies retroactively
to July 1, 2020.
 Based on the provisions of the Bureau of Internal Revenue (“BIR”) Revenue Regulations No.
05-2021 dated April 8, 2021, the applicable statutory tax rate for the calendar year ended
December 31, 2020 is 27.5%. This resulted in a reduction of provision for current income tax
amounting to =
P424 million, which was reflected as an adjustment in the 2020 Annual Income
Tax Returns of the concerned entities.
 Deferred tax assets and liabilities were remeasured using the applicable statutory tax rate of
25% under the CREATE Act. This resulted in a net benefit of = P814 million in 2021.
The above adjustments in income tax provision were recognized in 2021. Meanwhile, the tax
rates provided for under the CREATE Act were used for the years ended December 31, 2023 and
2022.
The Company has the following temporary differences for which no deferred tax assets have been
recognized since management believes that it is not probable that these will be realized in the near
future.
2023 2022
(In Millions)
NOLCO =25,544
P =19,450
P
Provisions and others 2,696 3,911
MCIT 41 40
=28,281
P =23,401
P
b. As at December 31, 2023 and 2022, NOLCO of the Parent Company and various subsidiaries can
be carried forward and claimed as deduction from regular taxable income as follows:
Year Incurred Amount Addition Expired Balance Expiry Year

(In Millions)
2023 =–
P =5,776
P =–
P =5,776
P 2026
2022 6,023 – – 6,023 2025
2021 5,905 – – 5,905 2026
2020 7,841 – – 7,841 2025
=19,769
P =5,776
P =–
P =25,545
P
c. The following carryforward benefits of MCIT can be claimed as tax credits against future income
taxes payable:
Year Incurred Amount Addition Expired Balance Expiry Year

(In Millions)
2023 =–
P 1 =–
P 1 2026
2022 2 – – 2 2025
2021 35 – – 35 2026
2020 3 – – 3 2025
=40
P 1 =–
P =41
P
*SGVFS189808*
- 80 -
d. The current provision for income tax from continuing operations for years ended December 31
consists of the following:
2023 2022 2021

(In Millions)
RCIT =5,219
P =4,192
P =3,050
P
MCIT 1 2 35
Final tax 277 102 65
=5,497
P =4,296
P =3,150
P
e. The reconciliation of provision for income tax computed at the statutory income tax rate to
provision for income tax as shown in the consolidated statements of comprehensive income is
summarized as follows:
2023 2022 2021

(In Millions)
Continuing operations =32,433
P =16,941
P P7,186
=
Operations of entities under PFRS 5 – – 5,534
Income before income tax =32,433
P =16,941
P =12,720
P
Income tax at statutory tax rate of
25.0% =8,108
P =4,235
P =3,180
P
Share in net earnings of equity
method investees (4,047) (3,553) (2,614)
Nondeductible (nontaxable) expenses
(income) – net 1,469 1,869 972
Changes in unrecognized deferred
tax assets and others 1,444 2,259 1,164
Effect of change in method of
deduction (902) (1,025) (830)
Various income subjected to lower
final tax rates – net (316) (135) (109)
Final tax on interest income 277 95 65
Net income under ITH 46 96 –
Effect of difference in tax rate of
foreign operations (4) (56) –
MCIT 1 3 35
CREATE Impact – – (1,238)
Gain on sale of Associate – – (299)
Net dividend subject to tax – 16 725
=6,076
P =3,804
P =1,051
P
2023 2022 2021

(In Millions)
From continuing operations =6,076
P =3,804
P =1,259
P
From operations of entities under
PFRS 5 – – (208)
=6,076
P =3,804
P =1,051
P
2023 2022 2021

Current income tax =5,497
P =4,296
P P3,236
=
Deferred income tax 579 (492) (2,185)
=6,076
P =3,804
P =1,051
P
*SGVFS189808*
- 81 -
Optional Standard Deduction (“OSD”)

On December 18, 2008, the BIR issued Revenue Regulation No. 16-2008, which implemented the
provisions of RA 9504 on OSD, which allowed both individual and corporate tax payers to use OSD
in computing their taxable income. For corporations, they may elect a standard deduction in an
amount equivalent to 40% of gross income, as provided by law, in lieu of the itemized allowed
deductions.
NLEX Corp. opted to avail of the OSD for the taxable years 2023, 2022 and 2021 while CIC opted
for OSD in 2022 and 2023.
Income Tax Holiday

In 2016, LRMC was registered with the Board of Investments (“BOI”) for the modernization of the
Existing System and the construction of the Cavite Extension. Under the BOI registration agreement,
LRMC is entitled to ITH for a period of three (3) years from January 2018 for the Existing System
and April 2021 for the Cavite Extension. LRMC’s ITH incentive for the Existing System expired in
December 2020. On December 29, 2020, the BOI approved the amendment on the Cavite Extension
incentive reckoning date from April 2021 to November 2023.
In August 2017, the CALAX project was registered with the BOI as a new project on a nonpioneer
status under the Omnibus Investment Code of 1987. Under this registration, MPCALA will enjoy
certain tax and nontax incentives including a four-year ITH on the income arising from the CALAX
project starting from July 2020 or actual start of commercial operations, whichever is earlier. This is
also subject to certain conditions, which include among others, (i) submission of proof of upgraded
service quality as result of the implementation of the modernization project; (ii) the ITH’s entitlement
shall be based on the project’s ability to contribute to the economy’s development based on certain
parameter indicated in Certificate of Registration; and (iii) MPCALA’s commitment to undertake
meaningful and sustainable corporate social responsibility activities.
In March 2022 and February 2023, MPCALA was able to secure its Certificate for ITH Entitlement
for taxable year 2021, 2022, and 2023, respectively.
ITH incentive enjoyed by MPCALA amounted =

P25.4 million and =
P1.4 million in 2023 and 2022,
respectively.
27. Earnings Per Share
The calculation of earnings per share for the years ended December 31 follows:
2023 2022 2021

(In Millions, Except for Per Share Amounts)
Net income (loss) attributable to owners of the
Parent Company
Continuing operations P
=19,916 =10,495
P P5,029
=
Operations of entities under PFRS 5 – – 5,090
(a) P
=19,916 =10,495
P =10,119
P
Effect of cumulative dividends on preferred
shareholders of the Parent Company (see Note 20) (b) (9) (9) (9)
Net income attributable to common owners
of the Parent Company (c) P
=19,907 =10,486
P =10,110
P
Outstanding common shares at the beginning
of the year 28,696 30,070 30,669
Effect of issuance of common shares during the year 417 – –
Effect of share buy-back (see Note 20) (1) (644) (215)
*SGVFS189808*
- 82 -
2023 2022 2021

(In Millions, Except for Per Share Amounts)
Weighted average number of common shares
for basic earnings per share (d) 29,112 29,426 30,454
Weighted average number of common shares adjusted
for the effects of potential dilution (e) 29,112 29,426 30,454
Basic earnings per share (c/d) P

=0.6838 =0.3563
P =0.3320
P
Diluted earnings per share (c/e) P

=0.6838 =0.3563
P =0.3320
P
Weighted average number of shares issued and outstanding is derived by multiplying the number of
shares outstanding at the beginning of the year, adjusted by the number of shares issued during the
year, with a time–weighting factor. The time–weighting factor is the number of days that the
common shares are outstanding as a proportion to the total number of days in the year.
To calculate the earnings per share for operations of entities under PFRS 5 (Note 32), the weighted
average number of ordinary shares for both the basic and diluted earnings per share is as per the table
above.
28. Share-based Payment
RSUP
LTIP Cycle 2019 to 2021. On January 31, 2020, the Compensation Committee approved MPIC’s
LTIP covering cycle 2019 to 2021. Subsequently on August 4, 2021, as discussed in Note 23,
MPIC’s LTIP cycle was extended to 2022 with eventual payout in 2023.
A total of 31.8 million shares were originally granted in relation to the RSUP. Fair value of the Share
Award was determined using the market closing price of = P3.21 per share on date of grant. Coincident
to the extension of the cycle, the RSUP was modified to reflect cancellation of 15.1 million shares
resulting in the acceleration of vesting and immediate recognition of the related Share Award
expense. The remaining 16.7 million shares were remeasured using the market closing price of
=3.60 per share as of August 4, 2021. Net impact of the modification amounted to =
P P5.0 million
reduction in Total Share Award expense in 2021.
Total Share Award expense under this RSUP for the years ended December 31, 2023, 2022, and 2021
amounted to nil, P
=18 million, and =
P22.5 million, respectively, and included in “Personnel costs and
employee benefits” under “General and administrative expenses” account in the consolidated
statements of comprehensive income.
On March 8, 2023, the MPIC Board approved the cancellation of the RSUP portion and approved
instead a pure cash award for the LTIP.
*SGVFS189808*
- 83 -
29. Significant Contracts, Agreements and Commitments
Toll Operations
Concession Arrangements
NLEX Corp. – Supplemental Toll Operation Agreement (“STOA”) for the North Luzon Expressway
(“NLEX”). In August 1995, First Philippine Infrastructure Development Corporation (currently
Metro Pacific Tollways North Corporation or “MPT North”), the parent company of NLEX Corp,
entered into a joint venture agreement with Philippine National Construction Corporation (“PNCC”),
in which PNCC assigned its rights, interests and privileges under its franchise to construct, operate
and maintain toll facilities in the NLEX and its extensions, stretches, linkages and diversions in favor
of NLEX Corp., including the design, funding, construction, rehabilitation, refurbishing and
modernization and selection and installation of an appropriate toll collection system (“TCS”) therein
during the concession period subject to prior approval by the President of the Philippines. In April
1998, the Philippine government, acting by and through the Toll Regulatory Board (“TRB”) as the
grantor, PNCC as the franchisee and NLEX Corp. as the concessionaire, executed a STOA whereby
the Philippine government recognized and accepted the assignment by PNCC of its usufructuary
rights, interests and privileges under its franchise in favor of NLEX Corp. as approved by the
President of the Philippines and granted NLEX Corp. concession rights, obligations and privileges
including the authority to finance, design, construct, operate and maintain the NLEX project roads as
toll roads commencing upon the date the STOA comes into effect until December 31, 2030 or 30
years after the issuance of the Toll Operation Permit for the last completed phase, whichever is
earlier. In October 2008, the concession agreement was extended for another seven years to 2037.
The concession agreement establishes a toll rate formula and adjustment procedure for setting the
appropriate toll rate. Pursuant to the STOA, NLEX Corp. is required to pay franchise fees to PNCC
(see Notes 21 and 30) and to pay for the Government’s project overhead expenses based on certain
percentages of construction costs and maintenance works on the project roads. Upon expiry of the
concession period, NLEX Corp. shall hand over the project roads to the Philippine Government
without cost, free from any and all liens and encumbrances and fully operational and in good working
condition, including any and all existing land required, works, toll road facilities and equipment
found therein directly related to and in connection with the operation of the toll road facilities.
The Manila-North Expressway Project (“MNEP”) consists of three (3) phases as follows:
Status/
Phase Description Date of Operation
Phase I Expansion and i. 84 kilometers (km) of the existing NLEX February 5, 2005
(Segments 1, 2, 3 and 7) rehabilitation ii. 8.8-km stretch of a Greenfield
expressway
Phase II Construction i. 17-km circumferential road C-5 which Segment 8.1 –
(Segments 8.1, 8.2, 9 and 10) connects the current C-5 expressway to June 5, 2010
the NLEX
ii. 5.85-km road from McArthur to Letre Segments 9 –
March 9, 2015
Segment 10 –
Officially opened on
February 28, 2019
Segment 8.2 –
Under development
Phase III Construction i. 57-km Subic arm of the NLEX to Subic Construction not yet
(Segments 4, 5 and 6) Expressway started and total
length may vary
*SGVFS189808*
- 84 -
In consideration of the assignment by PNCC of its usufructuary rights, interests and privileges under
its franchise, PNCC is entitled to receive payment equivalent to 6% and 2% of the toll revenues from
the NLEX and Segment 7, respectively. Any unpaid balance carried forward will accrue interest at
the rate of the latest Philippine 91-day Treasury bill rate plus 1% per annum. This entitlement, as
affirmed in the Amended and Restated Shareholders’ Agreement dated September 30, 2004, shall be
subordinated to operating expenses and the requirements of the financing agreements and shall be
paid out subject to availability of funds.
The PNCC franchise expired in May 2007. On April 12, 2011, the Supreme Court (“SC”) issued a
resolution directing NLEX Corp. to remit PNCC’s share in the net income from toll revenues to the
National Treasury, and the TRB, with the assistance of the Commission on Audit (“COA”), was
directed to prepare and finalize the implementing rules and guidelines relative to the determination of
the net income remittable by PNCC to the National Treasury.
In accordance with the TRB directive, 90% of the PNCC fee and dividends payable are to be remitted
to the TRB, while the balance of 10% to PNCC.
NLEX Corp. – Toll Operation Agreement (“TOA”) for the Subic-Clark-Tarlac Expressway
(“SCTEX”). On February 9, 2015, NLEX Corp. received the Notice of Award from the Bases
Conversion and Development Authority (“BCDA”) for the management, operation and maintenance
of the 94-kilometer SCTEX subject to compliance with specific conditions. On February 26, 2015,
NLEX Corp. and BCDA entered into a Business Agreement involving the assignment of BCDA’s
rights and obligations relating to the management, operation and maintenance of SCTEX as provided
in the SCTEX concession. The assignment includes the exclusive right to use the SCTEX toll road
facilities and the right to collect tolls until October 30, 2043. On May 22, 2015, the TOA was
executed by and among the ROP and BCDA and NLEX Corp. At the end of the contract term, the
SCTEX, as well as the as-built plans, specification and operation, repair and maintenance manuals
relating to the same shall be turned over to the BCDA or its successor-in-interest.
At a consideration of =
P3.5 billion upfront cash payment, the operation and management of the
SCTEX was officially turned over to NLEX Corp. on October 27, 2015. NLEX Corp. shall also pay
BCDA monthly concession fees amounting to 50% of the Audited Gross Toll Revenues of the
SCTEX for the relevant month from effective date to October 30, 2043 (see Note 21).
NLEX Corp. – Concession Agreement for the NLEX-SLEX Connector Road Project (“Connector
Road”). The Connector Road is a four (4)-lane toll expressway structure with a length of
eight (8) kilometers all passing through and above the right of way of the Philippine National
Railways (“PNR”) starting NLEX Segment 10 in C3 Road Caloocan City and seamlessly connecting
to South Luzon Expressway (“SLEX”) through Metro Manila Skyway Stage 3 Project. On
November 23, 2016, NLEX Corp. and the ROP acting through the DPWH, signed a concession
agreement for the design, financing, construction, operation and maintenance of the NLEX-SLEX
Connector Road. The concession period commenced on the same date and shall end on its thirty-
seventh (37th) anniversary, unless otherwise extended or terminated in accordance with the concession
agreement. As at March 6, 2023, the construction of NLEX-SLEX Connector Road Section 1 was
substantially completed, while the construction of Section 2 is still ongoing. Full completion of the
project is dependent on the completion of the interconnection structure that will connect the NLEX-
SLEX Connector Road Section 2 to the Metro Manila Skyway Stage 3 (“MMSS3”).
Under the concession agreement, NLEX Corp. will pay DPWH periodic payments as consideration
for the grant of the right of way for the project (see Note 17).
*SGVFS189808*
- 85 -
During the concession period, NLEX Corp. shall pay for the project overhead expenses to be incurred
by the DPWH and the TRB in the process of their monitoring, inspecting, evaluating and checking
the progress and quality of the activities and works undertaken by NLEX Corp. NLEX Corp’s
liability for the payment of the project overhead expenses due to TRB shall not exceed
=50 million and the liability for the payment of the project overhead expenses due the DPWH shall
P
not exceed P =200 million; provided, that these limits may be increased in case of inflation, or in case
of additional work due to a concessionaire variation that will result in an extension of the construction
period or concession period, upon mutual agreement of the parties in the concession agreement.
CIC – TOA for the Manila – Cavite Expressway (“CAVITEX”). CIC is exclusively responsible for
the design, financing and construction of the CAVITEX, pursuant to a TOA dated July 26, 1996
entered into with the Philippine Reclamation Authority (“PRA”) and the Government, acting through
the TRB. Responsibility for the supervision of the operation and maintenance of the toll road,
initially undertaken by the PRA, was also transferred to CIC pursuant to an Operations and
Maintenance Agreement dated November 14, 2006 and a voting trust agreement dated
November 16, 2006. The concession for CAVITEX extends to 2033 for the originally built road and
to 2046 for a subsequent extension. Upon expiry of the concession period, CIC shall hand over the
project to the Philippine Government.
appropriate toll rate.
 On May 31, 1990, the Republic of the Philippines, through the Toll Regulatory Board (“TRB”),
issued in favor of PRA (then Public Estates Authority) a Toll Operation Certificate (“TOC”)
which granted PRA the authority to design, construct, finance, and operate, and maintain the
following Expressways of the MCTEP (i) Seaside Drive at Paranaque to C-6A (Pamplona Road)
at Bacoor, Cavite; and (ii) Expressway Extension to Noveleta/Kawit, Cavite, referred to as
Segment 1 and Segment 4 of the Toll Operation Agreement (“TOA”) which shall be subsequently
executed, respectively.
 On December 27, 1994, a Joint Venture Agreement (“JVA”) was entered into by and among PRA
and Majlis Amanah Rakyat (“MARA”) and Renong Berhad (“Renong”) (collectively, the
“Malaysian Parties”). The JVA partners generally bound themselves to jointly undertake the
implementation of the MCTEP, with the Malaysian Parties agreeing to undertake the design and
construction of the R-1 Expressway, R-1 Expressway Extension, and the C-5 Link Expressway.
 On July 16, 1996, TRB, PRA, and CIC (then UEM-MARA Philippines Corporation, as
successor-in-interest of the Malaysian Parties) entered into a TOA which amended and restated
the provisions of the JVA and provided for the grant of concession rights to both PRA and CIC.
Pursuant to the TOA, CIC is exclusively responsible for the design, financing and construction of
the CAVITEX.
 On the other hand, PRA established PEA Tollways Corporation (“PEATC”), its wholly owned
subsidiary, on October 7, 1997, to undertake the O&M obligations of the PRA under the TOA.
PEATC shall collect the toll fees from the toll paying traffic and deposit such collections to the
O&M Account maintained with a local bank.
 On December 15, 1999, Cavitex Holdings, Inc. (“CHI”) (formerly “Coastal Road Corporation”),
a wholly-owned Filipino Corporation, acquired full ownership of CIC.
*SGVFS189808*
- 86 -
 For purposes of securing financing of the MCTEP, CIC entered into an Omnibus Loan
Agreement dated August 25, 2006 with a syndicate of lenders in the amount of =P3.5 billion.
Among the conditions imposed by the lenders is that CIC, as borrower, participate in the O&M of
MCTEP.
 Thereafter, responsibility for the supervision of the operation and maintenance of the toll road,
initially undertaken by the PRA, was also transferred to CIC pursuant to an Operations and
Maintenance Agreement (“O&M Agreement”) dated November 14, 2006 and a Voting Trust
Agreement dated November 16, 2006. The concession for CAVITEX extends to 2033 for the
originally built road and to 2046 for a subsequent extension. Upon expiry of the concession
period, CIC shall hand over the project to the Philippine Government.
appropriate toll rate.
Included in the salient provisions of the O&M Agreement is the revenue sharing provision between
PRA and CIC. PRA shall receive 8.5% of gross toll revenue, while CIC shall receive 91.5% of the
gross toll revenue and will absorb all O&M costs and expenses. The share of PRA shall be increased
by 0.5% every periodic toll rate adjustment under the TOA but not to exceed 10.0% of gross toll
revenue at any one time during the repayment period of the loan. Upon repayment in full of the loans
and interest costs, advances, capital investment and the return of equity, CIC and PRA shall share at
the ratio of 40.0% and 60.0%, respectively, as originally agreed upon under the JVA. The current
share of PRA based on gross revenue is 10% while CIC’s share is 90% which took effect on the last
toll rate adjustment in May 2022.
Under the amended Joint Venture Agreement with PRA, each of the following expressways shall be
constructed in segments:
Status/
Phase Description Date of Operation
Phase I Design and improvement i. 6.5 km R-1 Expressway which connects May 1998
the Airport Road to Zapote
ii. Extension of the 7 km R-1 Expressway May 2011
which connects the existing R-1
Expressway at Zapote to Noveleta
Phase II: Design and construction Extension of the C-5 Link Expressway which 3A-2 substantially
Segments 2 & connects the R-1 Expressway to the South completed on
3A-2 Luzon Expressway (SLEX) August 14, 2022
Segment 2 expected in
March 2024
Phase III Design and construction Segment 3B for C5 Southlink Project Expected to be
Segment 3-B completed in June
2025
C5 South Link 3A-1, portion of the CAVITEX Phase II, which is a 2.2-km flyover crossing SLEX
traversing Taguig and Pasay City, commenced tollway operation in July 2019. C5 South Link 3A-2
commenced tollway operation in August 2022. The remaining portions of the C5 Southlink Segment
2 is expected to be completed in March 2024 while C5 Southlink Segment 3 is expected to be
completed in June 2025.CIC – Operation and Maintenance Agreement (“OMA”). On
November 14, 2006, PRA, UEM-MARA Philippines Corporation, predecessor-in-interest of CIC, and
the TRB entered into an OMA.
*SGVFS189808*
- 87 -
The OMA allows CIC to participate in the operations and maintenance of R-1 Expressway and R-1
Expressway Extension of the Manila-Cavite Toll Expressway Project (“MCTEP”), now known as
CAVITEX, and was borne out of a requirement under the Omnibus Loan Agreement dated
August 25, 2006 (“2006 Omnibus Agreement”) which CIC entered into with a syndicate of lenders to
finance the construction of the MCTEP. Further, the OMA provides that CIC’s participation in the
operations and maintenance of the MCTEP shall terminate upon repayment in full of the loans subject of
the 2006 Omnibus Agreement.
In 2010, PRA agreed to extend the effectivity of the OMA until August 25, 2021 or upon full settlement
of the funding to be obtained by CIC through an offshore notes offering.
In 2015, PRA agreed to substitute the 2013 Amended and Restated Loan Agreement (“2013 Loan
Agreement”), which CIC entered into with a group of lenders, for all references to the 2006 Omnibus
Agreement under the OMA. However, the resolution of the BOD of PRA provided that the proposed
extension of the OMA up to December 18, 2023 (the maturity date of the loan covered by the 2013 Loan
Agreement) will be subject to further negotiations between PRA and CIC prior to August 25, 2021.
On July 8, 2021, PRA informed CIC that the standing PRA Board decision is that the effectivity of the
OMA will expire on August 25, 2021 and requested that CIC and PRA commence negotiations for the
possible extension of the effectivity of the OMA up to December 18, 2023. PRA and CIC started
discussing the details of PRA’s position and conditions on the matter of the extension of the terms of the
OMA. Negotiations on the extension did not prosper and the OMA expired on August 25, 2021.
Thereafter, an Operation and Maintenance Transition Committee (“O&M Transition Committee”) was
constituted composed of representatives from PRA and CIC, with observers from the Toll Regulatory
Board (“TRB”), PEA Tollways Corporation (“PEATC”), and the Office of the Government Corporate
Counsel (“OGCC”), to discuss the details of the conclusion of CIC’s participation in the O&M of the
MCTEP and the transition to the 100% assumption by PRA (through PEATC) of the operations and
maintenance of the MCTEP.
On January 1, 2022, PEATC assumed 100% operations and maintenance of the MCTEP. However,
PRA requested CIC to extend the effectivity of the contracts for goods and services required in the
operations and maintenance of the MCTEP (the “O&M Contracts”) to ensure continuity of services to
motorists and customers of the MCTEP. PRA also requested CIC to allow PEATC to directly manage
the implementation of the O&M Contracts in accordance with its mandate to operate and maintain the
MCTEP until March 31, 2024.
On January 16, 2024, PRA and PEATC informed CIC of the ongoing process of procurement of the
O&M Contracts in time for the March 31, 2024 deadline.
MPCALA – Concession Agreement for the CALAX. On July 10, 2015, MPCALA signed the
Concession Agreement for the CALAX Project with the DPWH. Under the Concession Agreement,
MPCALA is granted the concession to design, finance, construct, operate and maintain the CALAX,
including the right to collect toll fees, over a 35-year concession period. The CALAX is a closed-
system tolled expressway connecting the CAVITEX and the SLEX. The CALAX Project was
awarded to MPCALA following a competitive public bidding process where MPCALA was declared
as the highest complying bidder with its offer to pay the government concession fees amounting to
=27.3 billion payable over nine (9) years from signing of the concession agreement (see Note 17).
P
The project is expected to be completed by 2025.
*SGVFS189808*
- 88 -
On October 31, 2019, the Company opened the Subsections 6-8, portion of the CALAX Laguna
Segment, which is the first 10-km stretch of CALAX from Mamplasan Exit in Biñan City, Laguna to
the Santa Rosa-Tagaytay Interchange with no toll fees.
On February 10, 2020, TRB issued Notice to Start Collection for the initial toll rates for Subsections
6-8 of the CALAX effective February 11, 2020. MPCALA was granted a provisional initial toll for
the 10-km segment of CALAX effective on February 11, 2020.
On July 13, 2021, TRB issued Notice to Start Collection for the initial toll rates for subsection 5.
MPCALA was granted a provisional initial toll for the 7.2-kilometer segment of CALAX effective on
August 24, 2021. CALAX will collect = P64.00 for Class 1 vehicles, or ordinary cars, =
P128.00 for
Class 2 vehicles like buses and small commercial trucks; and = P192.00 for Class 3 vehicles such as
large trucks or trailers from motorists.
On August 24, 2021, the Company inaugurated CALAX Subsection 5 which connects Silang East to
Sta. Rosa-Tagaytay Road Interchange. This extends the expressway’s operating sections from 10 to
14.24 km.
On November 8, 2023, the Company opened Subsection 4, portion of the CALAX Cavite Segment,
which is 3.9-km stretch from Silang East Interchange to Aguinaldo Silang with no toll fees.
As at April 2, 2024, the pre-construction works for CALAX Cavite Segment is ongoing. Full
completion of the CALAX is expected in 2025.
Cebu Cordova Link Expressway Corporation’s (“CCLEC”) Cebu Cordova Link Expressway
(“CCLEX”). On October 3, 2016, CCLEC, Cebu City and Municipality of Cordova (as grantors)
signed the concession agreement for the CCLEX. CCLEX, consists of the main alignment starting
from the Cebu South Coastal Road and ending at the Mactan Circumferential Road, inclusive of
interchange ramps aligning the Guadalupe River, the main span bridge, approaches, viaducts,
causeways, low-height bridges, at-grade road, toll plazas and toll operations center.
Under the concession agreement, CCLEC is granted the concession to design, finance, construct,
operate and maintain the CCLEX, including the right to collect toll fees over a 35-year concession
period. CCLEX is estimated to cost = P33.5 billion. No upfront payments or concession fees are to be
paid but the grantors shall share 2% of the project’s revenue.
The actual construction works for the project started on July 4, 2018.
On April 26, 2022, CCLEC secured the Certificate of Substantial of Completion from the
Independent Consultant which signifies that at least 95% of the works has been completed.
On April 27, 2022, the Grantors approved the concession period extension of 10 years and
extraordinary toll adjustments of =
P2.00, =
P4.00 and =
P6.00 for Class 1, 2 and 3, respectively starting
2025 and every two (2) years thereafter until 2039 to recoup the additional project costs in accordance
with the concession agreement.
On April 29, 2022, the Local Toll Regulatory Council issued the Toll Operation Certificate.
On April 30, 2022, CCLEX was opened to the public for a “soft opening” via cash collection. The
approved toll rates (VAT-inclusive) are P
=90, =
P180 and =
P270 for Class 1, 2 and 3, respectively.
On June 29, 2022, CCLEC received the Certificate of Final Completion.
*SGVFS189808*
- 89 -
On July 1, 2022, there is partial implementation of the electronic toll collection system. Some toll
lanes were converted to RFID-enabled lanes while others are still accepting cash payment.
On July 2, 2022, the Company already allowed undercap motorcycle (125cc to 399cc engine
displacement) in the expressway with a discounted toll rate of =
P60.00.
Concession Agreements – PT Nusantara. PT Nusantara’s concession assets comprise of toll roads

and water concession rights. Toll road concession rights cover the following toll road sections: (a)
Tallo-Hasudin Airport; (b) Soekarno Hatta Port – Pettarani; (c) Pondok Ranji and Pondok Aren (d)
Jakarta-Cikampek Elevated toll road. The water concession rights pertain to right to treat and
distribute clean water in the Serang District, Banten in Indonesia.
 Ujung Pandang toll road (PT Bosowa Marga Nusantara (“MMN”) concession). MMN, a
subsidiary of PT Metro Pacific Tollways Indonesia (“MPTI”) through PT Nusantara
Infrastructure Tbk (“PT Nusantara”), and PT Jasa Marga (Persero) Tbk (“Jasa Marga”), a third-
party toll road operator in Indonesia, entered into a joint operation agreement for the operations
of Ujung Pandang toll road. MMN will operate the said toll road for 30 years and after which,
the toll roads, including all the facilities in the area, will be handed over to Jasa Marga. The toll
road has been in operation since 1998. MPTI is a wholly owned subsidiary of MPTC.
On October 23, 2017, MMN was granted by the Ministry of Public Works of the Republic of
Indonesia the extension of the concession period for the Ujung Pandang toll road to 2043.
Ujung Pandang toll road is a 6.0-km toll road connecting Soekarno-Hatta port in Makassar and
A.P. Pettarani road (Urip Sumoharjo flyover). Pettarani toll road, which is an extension of the
Ujung Pandang toll road, is a 4.4-km toll road that will connect Soekarno-Hatta Port (Makassar)
and Sultan Hasanuddin International Airport to Makassar’s business district and city center. The
construction of the elevated toll road was completed on March 18, 2021 and the toll collection
started in May 2021.
 Makassar Section IV toll road (JTSE concession). JTSE, a subsidiary of MPTI through PT
Nusantara, entered into a Toll Road Concessionaire Agreement with the Department of Public
Works of the Republic of Indonesia (“DPU”) for the right to develop, operate and maintain
Makassar Section IV Toll Road for a period of 35 years, including construction period. The toll
road has been in operation since 2008.
Makassar Section IV toll road is a 12-km toll road that connects Tallo Bridge to the Mandai
Makassar intersection, providing access to Sultan Hasanuddin International Airport as well as the
national road to Maros, Indonesia.
 Pondok Aren-Serpong toll road lane (BSD concession). BSD, a subsidiary of MPTI through PT
Nusantara, entered into a Toll Road Operational Authority Agreement with Jasa Marga for the
development and operations of Pondok Aren-Serpong toll road lane for a period of 28 years,
including construction period. The toll road has been in operation since 1999.
Pondok Aren-Serpong toll road lane is a 7.3-km toll road that connects Serpong and Pondok
Aren, South Tangerang, Indonesia.
 Jakarta-Cikampek Elevated toll road. See Note 10.
*SGVFS189808*
- 90 -
PT Bintaro Serpong Damai (“BSD”) Enhancement Projects. On January 24, 2022, BSD obtained work
order from the Indonesian Toll Road Authority (“BPJT”) for the construction of Weaving the Serpong
Ramp Junction and the Pamulang Exit Ramp and the widening of Pamulang Exit Arterial Road, and
Flood Mitigation KM 8. The project construction had commenced in March 2022 and was completed in
December 2023. Total project cost is P
=2.4 billion.
On February 7, 2022, BSD obtained work order from BPJT for construction of toll access to Makassar
New Port in Makassar, South Sulawesi. The project construction had commenced in March 2022 and was
completed in December 2023. Total project cost is P
=2.6 billion.
Toll Collection Interoperability Agreement. On September 15, 2017, several companies including MPTC
signed a Memorandum of Agreement (“MOA”) for Toll Collection Interoperability with TRB. The
agreement aims to implement the interoperability of electronic toll collection systems and cash payment
systems of the covered expressways and future toll expressways. The agreement will be implemented in
two phases, covering electronic and cash collection interoperability, and will be operationalized within 12
months from signing of the MOA. MPTC's toll collection lanes (NLEX, SCTEX, CAVITEX and portion
of the CALAX) are currently accepting Autosweep tags enrolled to the Easytrip system, with enrollment
starting on December 20, 2017.
MPTC and San Miguel Holdings Corporation (“SMHC”) have developed an interoperability test
procedure for toll collection systems, which was conducted for 14 days in early 2021. NLEX Corp.
conducted its own testing of the Neology 3M stickers in July-August 2021, achieving a 98.66%
successful sticker reading rate for more than 13,000 transactions. A re-run of the Joint Interoperability
Testing was conducted in October-November 2021, achieving a 98.39% successful sticker reading rate at
Tarlac Pangasinan La Union Expressway (“TPLEX”) ETC Lanes.
MPTC will submit a program of activities to TRB for the completion of Phase 2 of the Interoperability,
which will include an RFID replacement program. This program will ensure that all Easytrip subscribers
who want to register their stickers with SMC expressways will be provided with the appropriate RFID
sticker after the concurrence of SMHC.
Coordination meetings were held in August 2022, as directed by the House of Representatives and
DOTr, with DOTr, TRB, MPTC, SMC Tollways, and Ayala MCX, to discuss the implementation of
Phase 3 Interoperability, which is the One RFID tag, one wallet, one account scheme. The parties agreed
that Phase 2 implementation and the MPTC RFID tag replacement are no longer required as pre-
requisites for Phase 3, and therefore, Phase 3 should proceed. The parties also agreed to use the Neology
brand RFID sticker for future installations. However, tollway operators raised concerns, such as the lack
of governing laws/policies for unification, no central tolling agency, and no framework for technical,
financial, and legal aspects of interoperability. DOTr and TRB requested the tollways operators to
provide a presentation of their proposed framework for implementing Phase 3.
1st Phase 2nd Phase

1. Observation Period of Crossover Trips 1. System Adjustments, Developments
2. Finalization of Commercial Policies and Cross Acceptance Tests
• Processing and Incident • Integration of the Servers
Resolution Protocols
• Inter-Toll Collection Systems
• Financial Settlement Functions
Connectivity
3. Approval from Principals (Board of
Concessionaires) • Direct Data Exchange System
Application Program
4. Creation of Department Order/Laws
• Interfaces (API)
• 100% Cashless for Phase Ill
*SGVFS189808*
- 91 -
1st Phase 2nd Phase

• Enforcement Capability 2. Transition to 100% Cashless
• BIR Requirements 3. Approval from Principals (Board
of Concessionaires)
In a meeting held on September 5, 2022, MPTC proposed the use of the New Account Management
System (“AMS”) in the Phase 3 Interoperability Project. The proposed architecture involves the
connection of the AMS with the application programs of SMC and other Tollways Operators through an
Application Programming Interface (“API”). The New AMS is currently implemented by MPTC at
CCLEX in Cebu and will soon be implemented at MPTC Luzon tollways. It was raised during the
meeting that creating a clearing house for the implementation of Phase 3 would incur costs, and TRB
mentioned that it will consider the activities done by BSP concerning the clearing house.
Starting January 15, 2023, users of the Easytrip RFID were allowed to register their stickers with SMC
Tollways’ Autosweep. This will allow the registered users to use a single RFID sticker while maintaining
two separate RFID accounts with Easytrip and Autosweep. As of July 2023, there are 23,025 Autosweep
subscribers registered under the Easytrip Account, and 415 Easytrip subscribers have signed up for
Autosweep, as many motorists already possess two stickers.
Last July 25, 2023, on a meeting with TRB, both MPTC and SMC insisted on the return of full
contactless payment for it is an important prerequisite to the successful implementation of Phase 3 ETC
Interoperability. TRB allowed the contactless dry run for two (2) months which commenced last
September 1, 2023. All toll plazas of NLEX, C5 Link and MCX qualified to conduct the dry run.
Selected SMC toll plazas were also included.
On October 23, 2023, the TRB Technical Working Group accepted the proposed opt-in scheme for Phase
3 ETC Interoperability and the adjusted timeline jointly presented by MPTC and SMC. The January
2024 implementation was moved to July 2024 and includes the test in December 2023 required by
members of House of Representatives.
On October 31, 2023, the end of two (2) months contactless dry run, TRB announced the extension for
another two (2) months which will be up to December 31, 2023.
On November 17, 2023, MPTC and SMC made a joint presentation to TRB Board. The opt-in or
voluntary enrolment to interoperability phase 3 and the updated estimated target go-live by July 2024
were presented. Both were approved and accepted by the TRB Board but emphasized that there should
be ways to digitize the enrolment process and/or minimize the need for the toll users’ presence in the
implementation of phase 3.
On December 20, 2023, a joint MPTC-SMC POC (Proof of Concept) testing was held with TRB and
DPWH. The full interoperability (one sticker, one wallet) functionality was tested and is working with
some issues encountered upon generation of SOA. Issues includes, incorrect toll vehicle class, toll fee
amount excluded VAT, and incorrect mapping of entry and exit plazas.
Rectifications were made and on January 10, 2023, a second POC with the same attendees were held.
The second POC results were successful. The direct data exchange system (“DDES”) was demonstrated
during the testing (December 20, 2023 and January 10, 2024) and the results were considered successful
with identified improvements.
*SGVFS189808*
- 92 -
Starting February 2024 up to March 2024, all business rules pertaining to finance/settlement,
operations (customer concerns and lane handling), and technical are targeted to be completed. Both
internal and external (with SMC and MCX) meetings are being held weekly to finalize all business
rules by March 2024.
Grant of Original Proponent Status to MPT South for Cavite Tagaytay Batangas Expressway
(“CTBEx”) Project. On July 26, 2018, Metro Pacific Tollways South Corp. (“MPT South”), a
subsidiary of MPTC, was granted Original Proponent Status by the DPWH in relation to its unsolicited
proposal for the CTBEx Project.
The CTBEx Project, a 50.42-km toll facility, is intended to connect seamlessly with the CALAX and
CAVITEX of MPTC and is expected to provide congestion relief to Aguinaldo Highway and
Tagaytay-Nasugbu road. It is currently configured to have eight (8) main interchanges and two (2) spur
roads.
The final award of the CTBEx Project to MPT South will be subject to completion of all regulatory
approvals and the Swiss Challenge under existing laws.
On July 5, 2021, MPT South secured the Silang Local Government Unit endorsement of CTBEX
Project. The required endorsement from the Batangas Provincial District Council was secured on
January 21, 2021. Once secured, the CTBEx Project was presented for approval and endorsement by the
NEDA Regional District Council. Project is still under review by the NEDA ICC Technical Board with
ongoing exchanges of responses on the proposed Parameters, Terms, and Conditions (“PTC”).
Following the implementation of the Revised BOT Law IRR dated October 2022, the Grantor requested
for the re-submission of the unsolicited proposal with additional requirements currently being complied
with by the Proponent. The CTBEX, however, remains to be listed as a Priority Project by the National
Government.
Third Candaba Viaduct Project. Last February 2023, NLEX Corp. awarded the Design and
Construction Contract to Leighton Contractors (Asia) Limited – Philippine Branch., for the Third
Candaba Viaduct Project. The project will entail the design and construction of a new five-km viaduct
along the Candaba Viaduct. This Project is estimated to cost at around P
=6.1 billion.
Connector Road Project. On November 23, 2016, NLEX Corp. and the Government acting through
the DPWH signed a concession agreement for the design, financing, construction, operation and
maintenance of the Connector Road. The Connector Road will be a four-lane toll expressway
structure with a length of eight km all passing through and above the right of way of the Philippine
National Railways starting at NLEX Segment 10 in C3 Road Caloocan City and connecting to the
South Luzon Expressway (“SLEX”) through the Metro Manila Skyway Stage 3 Project.
Section 1 of the Connector covers the area between C3-Road in Caloocan to Espana in Manila, while
Section 2 of the Project covers the area between Espana in Manila to PUP-to Sta. Mesa in Manila.
The concession period will commence on the commencement date of its construction, and shall end
on its thirty-seventh anniversary, unless otherwise extended or terminated in accordance with the
concession agreement.
On March 29, 2023, the NLEX Connector Road Section 1 has opened to the public. While Section 2
commenced its operation on October 28, 2023, the connection between the Connector Road with
SLEX is still ongoing construction.
*SGVFS189808*
- 93 -
Under the concession agreement, NLEX Corporation will pay the DPWH periodic payments as
consideration for the grant of right of way for the project.
Water
Concession Arrangements
Maynilad CA with MWSS. On February 21, 1997, Maynilad entered into the Original Concession
Agreement (“OCA”) with the MWSS. Under the Maynilad OCA, MWSS grants Maynilad, as contractor
to perform certain functions and as agent for the exercise of certain rights and powers under the MWSS’s
Charter, and as contractor, the sole right to manage, operate, repair, decommission and refurbish all fixed
and movable assets required (except certain retained assets of MWSS) to provide water and wastewater
services in the West Service Area, as defined in the OCA, including the right to bill and collect for water
and wastewater services supplied therein, for 25 years or until May 6, 2022 (the “Maynilad Expiration
Date”). In April 2011, the Maynilad Expiration Date was extended for fifteen (15) years, and revised to
July 31, 2037, unless the OCA is pre-terminated due to an event of default. This 15-year extension of the
OCA was approved by the MWSS in 2009 and was duly acknowledged by the ROP, in accordance with
the OCA, through a Letter of Consent and Undertaking dated March 17, 2010 ("Republic Undertaking”).
Maynilad is also tasked to manage, operate, repair, decommission and refurbish certain specified MWSS
facilities in the West Service Area. The legal title to these assets remains with MWSS. However, the
legal title to all property, plant and equipment that Maynilad contributes to the existing MWSS system
during the concession period remains with Maynilad until the Maynilad Expiration Date (or on early
termination date) at which time, all rights, titles and interest in such assets will automatically vest in
MWSS.
Sometime in the latter part of 2019, the then President Rodrigo Duterte ordered the review of the terms of
the OCA, and in January 2020, formed the Concession Agreements Review Committee (“RevCom”) to
review the OCA as well as the concession agreement of Manila Water and to submit its
recommendations to the President. The RevCom was composed of the Executive Secretary, the
Secretaries of the Departments of Justice and Finance, the Solicitor General, the Government Corporate
Counsel and the Presidential Adviser on Flagship Programs and Projects.
On May 18, 2021, Maynilad and MWSS signed the Revised Concession Agreement (“RCA”), the
notable provisions of which are the following:
1. Confirmation of the July 31, 2037 expiration date;
2. Imposition of a tariff freeze until December 31, 2022;
3. Removal of Corporate Income Tax (“CIT”) from among Maynilad’s recoverable expenditures as
well as the Foreign Currency Differential Adjustment;
4. Capping of the annual inflation factor to 2/3 of the Consumer Price Index;
5. Imposition of rate caps for water and sewerage services to 1.3x and 1.5x, respectively, of the
previous standard rate;
6. Removal from the Republic Undertaking of the non-interference of the Government in the rate-
setting process, and the limitation of the ROP’s financial guarantees to cover only those loans and
contracts that are existing as of the signing of the RCA;
*SGVFS189808*
- 94 -
7. Replacement of the market-driven Appropriate Discount Rate with a 12% fixed nominal discount
rate; and
8. Retention of the rate rebasing mechanism where, subject to the rate caps in item 5 above, the rates
for the provision of water and wastewater services will be set at a level that will allow Maynilad
to recover, over the term of the concession, expenditures efficiently and prudently incurred and to
earn a reasonable rate of return.
The RCA is to take effect six months after it was signed on May 18, 2021, or on November 18, 2021,
upon compliance with all the conditions precedent (“RCA Effective Date” and “RCA CPs”,
respectively). However, the Republic Undertaking, which is among the RCA CPs, has not yet been
issued as of November 18, 2021. Hence, upon the request of the Maynilad and Manila Water (“Water
Concessionaires”), the MWSS Board, through a resolution passed on November 16, 2021, moved the
RCA’s Effective Date to December 18, 2021.
Maynilad, on December 14, 2021, again requested the MWSS Board to defer the RCA’s Effective Date
by another two months (until February 16, 2022) or until the Republic Undertaking is issued. Following
the Regular Board Meeting held on February 10, 2022, MWSS issued Resolution No. 2022-015-CO to
further extend the Effective Date of the RCA for thirty (30) days or until March 18, 2022. On
March 9, 2022, the MWSS Board approved to defer further the RCA Effective Date from
March 18, 2022 until the time that the Republic Undertaking is issued.
On June 9, 2022, Maynilad received a copy of Resolution No. 2022-073-CO dated June 2, 2022, which
approved the further extension to the Effective Date of the RCA until June 30, 2022, subject to receipt of
the signed Republic Undertaking as required under Article 16.3 (ii) (c) of the RCA.
On June 30, 2022, Maynilad received MWSS’s letter of even date informing Maynilad that the DOF has
issued the Republic Undertaking dated June 24, 2022 signed by the Executive Secretary and the DOF
Secretary.
Maynilad wrote the MWSS on July 1, 2022 informing them that the signed Republic Undertaking does
not conform to the agreed form in the RCA, and, thus, Section 16.3 (iii) (c) of the RCA has not been
satisfied. Thus, Maynilad’s obligation to effect the changes in the OCA has not commenced.
It is Maynilad’s position that the OCA [as amended by the Technical Corrections Agreement dated
July 31, 1997 and Amendment No. 1 dated October 5, 2001, and extended by the Memorandum of
Agreement and Confirmation dated April 22, 2010 (“2010 MOA”)], and the Letter of Undertaking
dated March 17, 2010 issued by the Department of Finance, remain valid and effective.
In the meantime, on January 22, 2022, Maynilad’s legislative franchise or Republic Act No. 11600
(“RA 11600”) took effect. RA 11600 which granted Maynilad a 25-year franchise, or until 2047, to
“establish, operate and maintain a waterworks system and sewerage and sanitation services in the
West Zone Service Area of Metro Manila and Province of Cavite,” recognizes the OCA and the 2010
MOA. The latter extended the term of the concession for 15 years, or until 2037.
On August 9, 2022, Maynilad formally applied for a 10-year extension of the OCA with the MWSS
to be able to provide affordable water to its customers and mitigate anticipated tariff increases.
On September 6, 2022, Maynilad provided the MWSS preliminary tariff impact simulations, and
highlighted the fiscal benefits of a 10-year extension of the OCA.
*SGVFS189808*
- 95 -
In a subsequent letter dated September 14, 2022, Maynilad proposed to the MWSS certain
amendments to the RCA, which includes: (a) reinstatement of the Foreign Currency Differential
Adjustment mechanism; (b) reinstatement of the full Consumer Price Index Adjustment; and (c)
review of the exclusions from the Material Adverse Government Action provision. Such request was
made on account of certain events, i.e. the COVID-19 pandemic, the Ukrainian conflict and the
significant depreciation of the Peso, which not only posed a challenge to Maynilad’s operations but
have also highlighted the need to ensure that the concession agreements are future-proof and to
guarantee the continuity of service to its customers.
On May 10, 2023, MWSS and Maynilad signed the Amendments to the RCA. Among the
Amendments to the RCA include the following:
1. Adjustment in the CPI factor or “C” from 2/3 to ¾ of the percentage change in the CPI for the
Philippines;
2. Reinstatement of the FCDA, but only with respect to the (a) MWSS loans that are being and will
be serviced by Maynilad, and (b) principal payments for drawn and undrawn amounts of
Maynilad’s foreign currency denominated loans existing as of June 29, 2022;
3. Introduction of a modified FCDA for Maynilad loans contracted after June 29, 2022, but which
mechanism may be availed of only when there is an “extraordinary inflation” or “extraordinary
deflation” of the Philippine Peso (i.e., more than 20% change in the base exchange rate), and the
amount that may be recovered is capped;
4. Exclusion of certain events from what may not be considered as Material Adverse Government
Action such as the amendment of existing rules, regulations, and other issuances resulting from
acts of the legislative and judicial branches of government and delay or inaction by the
Regulatory Office (“RO”) on applications relating to rate adjustments filed by the
Concessionaire; and
5. Deletion of the composition and decisions of the RO from what may not be subject to arbitration.
The Amendments to the RCA took effect retroactively on June 29, 2022, the date of effectivity of the
RCA.
Along with the Amendments to the RCA, the ROP issued on May 10, 2023 the Republic Undertaking
in the form agreed on by the Parties. The Republic Undertaking’s effectivity retroacts to July 1, 2022.
Pursuant to the requirement for a public hearing, Maynilad and the MWSS RO conducted a public
hearing/consultation on December 4, 2023 at the World Trade Center in Pasay City. Maynilad
understands that both the MWSS RO and the MWSS BOT have approved Maynilad’s 10-year
extension application. However, the RCA requires that any amendment to any of its provisions be
acknowledged by the ROP acting through the Secretary of Finance.
Maynilad is currently implementing an FCDA equivalent to negative 0.55% of the 2021 Average
Basic Charge of P=36.24/cu.m, or an average refund of P =0.20/cu.m. Consequently, the FCDA’s
removal for the fourth quarter of 2021 will result in the increase of Standard Rates for water and
sewerage services.
*SGVFS189808*
- 96 -
To comply with the RCA provision against any increase in the Standard Rates until
December 31, 2022, the MWSS, by virtue of Board Resolution No. 2021-117-RO dated October 28
2021, as recommended by the MWSS RO in RO Resolution No. 2021-13-CA dated October 19,
2021, approved the removal of the FCDA from, and the inclusion of a “Transitory Adjustment” in the
bills of Maynilad customers beginning November 18, 2021 until December 31, 2022.
The schedule of undiscounted estimated future concession fee payments, based on the term of the
Maynilad CA, is as follows:
In Original Currency
Foreign Peso Loans/
Currency Loans Project Local Total Peso
Year (Translated to US$)* Support Equivalent*
(In Millions)
2024 $10.3 P797.9
= P1,370.0
=
2025 9.7 778.0 1,316.9
2026 9.4 803.5 1,321.2
2027 10.6 828.9 1,417.9
2028-2037 74.3 9,779.3 13,890.7
$114.3 =12,987.6
P =19,316.7
P
*Translated using the December 29, 2023 exchange rate of =
P 55.370:US$1.
Additional concession fee liability relating to the extension of the Concession Agreement is only
determinable upon loan drawdown of MWSS and the actual construction of the related concession
projects.
Other material commitments under the Maynilad CA are disclosed below.
Commitments under the Maynilad CA. Significant commitments under the Maynilad CA follow:
a. Payment of concession fees (see Note 17);
b. Posting of performance bond;
Under Section 6.10 of the Maynilad RCA, as amended, Maynilad is required to post and maintain,
throughout the concession period, a performance bond in favor of MWSS to secure the
performance of its obligations under certain provisions of the Concession Agreement. The
aggregate amount drawable in one or more installments under such performance bond during the
Rate Rebasing Period to which it relates is set out below.
Aggregate Amount
Drawable Under
Rate Rebasing Period Performance Bond
(In Millions)
First (August 1, 1997 – December 31, 2002) US$120.0
Second (January 1, 2003 – December 31, 2007) 120.0
Third (January 1, 2008 – December 31, 2012) 90.0
Fourth (January 1, 2013 – December 31, 2017) 80.0
Fifth (January 1, 2018 – December 31, 2022) 60.0
Sixth (January 1, 2023 – December 31, 2027) =21.95 billion
P
Maynilad shall ensure that the performance bond is maintained in the amount equal to at least the
performance bond amount at all times during the performance bond validity period. In the event that
MWSS draws against the performance bond, Maynilad shall replenish the same to restore the value
*SGVFS189808*
- 97 -
of the performance bond to its original amount within fifteen (15) days from the date MWSS shall
have drawn thereon without need of demand.
c. Payment of half of MWSS and MWSS RO’s budgeted expenditures for the subsequent years,
provided the aggregate annual budgeted expenditures do not exceed = P200 million, subject to
CPI adjustments. Beginning 2010, the annual budgeted expenditures shall increase by 100.0%,
subject to CPI adjustments, as a result of the extension of the life of the Maynilad CA;
d. To meet certain specific commitments in respect to the provision of water and sewerage services
in the West Service Area, unless modified by the MWSS RO due to unforeseen circumstances;
e. To operate, maintain, renew and, as appropriate, decommission facilities in a manner consistent

with the National Building Standards and best industrial practices so that, at all times, the water
and sewerage system in the West Service Area is capable of meeting the service obligations (as
such obligations may be revised from time to time by the MWSS–RO following consultation
with Maynilad);
f. To repair and correct, on a priority basis, any defect in the facilities that could adversely affect
public health or welfare, or cause damage to persons or third–party property;
g. To ensure that at all times Maynilad has sufficient financial, material and personnel resources
available to meet its obligations under the Maynilad CA; and,
h. To prevent incurrence of debt or liability that would mature beyond the Expiration Date.
Failure of Maynilad to perform any of its obligations under the Maynilad CA of a kind or to a degree
which, in a reasonable opinion of the MWSS–RO, amounts to an effective abandonment of the Maynilad
CA and which failure continues for at least 7 days after written notice from the MWSS–RO, may cause
the Maynilad CA to be terminated.
Republic Act No 11600 – Maynilad’s Legislative Franchise. Republic Act No. 11600 grants
Maynilad, a 25-year franchise to “establish, operate and maintain a waterworks system and sewerage
and sanitation services in the West Zone Service Area of Metro Manila and Province of Cavite.”
RA 11600 affirms Maynilad’s authority to provide waterworks system and sewerage and sanitation
services in the West Zone Service Area of Metro Manila and the Province of Cavite.
RA 11600 took effect on January 22, 2022, 15 days after its publication in the Official Gazette on
January 7, 2022. The 25-year term will end on January 21, 2047.
Aside from the grant of a 25-year franchise to Maynilad, the other highlights of RA 11600 include the
following:
a. The grant of authority to the MWSS, when public interest for affordable water security so
requires and upon application by Maynilad, to amend Maynilad’s RCA to extend its term
(i.e., 2037) to coincide with the term of the franchise. In addition, the RCA shall also act as the
Certificate of Public Convenience and Necessity of Maynilad for the operation of its
waterworks and sewerage system. It also provides that in the event the waterworks and
sewerage system assets of MWSS pertaining to the Franchise Area are privatized by law,
Maynilad shall have the right to match the highest compliant bid after a public bidding. The
RCA between MWSS and Maynilad shall remain valid unless otherwise terminated pursuant to
the terms of the RCA, or invalidated when national security, national emergency or public
interest so requires;
*SGVFS189808*
- 98 -
b. The prohibition on the passing on of corporate income tax to customers;
c. The requirement to publicly list at least 30% of Maynilad’s outstanding capital stock within five
years from the grant of the franchise;
d. The completion of Maynilad’s water and sewerage projects to attain 100% coverage by 2037,
which shall include periodic five-year completion targets; and
e. The grant to Maynilad of the right of eminent domain insofar as it is may be reasonably
necessary for the efficient establishment, improvement, upgrading, rehabilitation, maintenance
and operation of the services, subject to the limitations and procedures under the law.
RA 11600 also provides for an equality clause, which grants Maynilad, upon review and approval of
Congress, any advantage, favor, privilege, exemption or immunity granted under existing franchises
or which may be granted subsequently to water distribution utilities.
On March 21, 2022, the MWSS BOT passed Resolution No. 2022-025-RO, Series of 2022 (the “MWSS
Resolution”) which deals with the tax implications following the effectivity of the legislative franchise
granted to the Water Concessionaires.
The MWSS Resolution confirmed that beginning March 21, 2022, which was when the Water
Concessionaires formally accepted the terms of their respective legislative franchises, the charges for
water and wastewater services will no longer be subject to the 12% VAT, but will be subject to Other
Percentage Tax (“OPT”).
The OPT, which shall be reflected as “Government Tax” in the customers’ statement of account, consists
of (i) the 2% national franchise tax, and (ii) the local franchise tax implemented by the respective local
government units (“LGUs”) where the Business Area offices of the Water Concessionaires are located.
PHI. In August 2012, Maynilad acquired a 100% interest in PHI, which engages in water distribution
business in certain areas in central and southern Luzon. PHI is granted the sole right to distribute water
in these areas under certain concession agreements granted by the Philippine government for 25 years to
2035.
Cagayan de Oro 100 MLD Bulk Water Supply Project (“CDO BWS Project”). On August 14, 2017,
MPW signed a joint venture agreement with the Cagayan de Oro Water District (“COWD”) for the
formation of a joint venture company to undertake the supply of bulk treated water to address the
requirements Cagayan de Oro City. The CDO BWS Project covers the (i) the delivery of at least
40 MLD of bulk treated water within the eastern sector of Cagayan De Oro, and (ii) the supply at least
60 MLD of bulk treated water to service the requirements of the western sector in accordance with the
bulk water supply agreement. At COBI’s option, the CDO BWS Project may be implemented through
(i) the design and construction of water production and transmission facilities with a capacity of
approximately 100 MLD, (ii) the acquisition of ownership or leasehold rights to such production and
transmission facilities and water rights, or (iii) the purchase of bulk treated water for supply to the
western sector. The project has a term of 30 years (renewable for another 20 years subject to certain
conditions). Operations commenced on December 31, 2017.
Metro Iloilo Bulk Water Supply Corporation (“MIBWSC”). On July 4, 2016, pursuant to a Joint
Venture Agreement between MetroPac Iloilo Holdings Corporation (“MILO”; a wholly owned
subsidiary of MPW), and Metro Iloilo Water District (“MIWD”), created and established MIBWSC,
to implement the 170 MLD Bulk Water Supply Project (“BWS Project”). The BWS Project covers
the (i) rehabilitation and upgrading of MIWD’s existing 55 MLD water facilities, (ii) the expansion
*SGVFS189808*
- 99 -
and construction of new water facilities to increase production to up to 115 MLD; and (iii) delivery of
contracted water demand to MIWD in accordance with the bulk water supply agreement. The BWS
Project covers a period from the later of the Target Initial Delivery Date and the Initial Delivery Date
and ending on the 25th anniversary thereof and shall be extended for an additional 25 years counted
from completion of the agreed upon expansion obligation, but in no event shall exceed an aggregate
of 50 years.
MIWD retains ownership of the existing facilities subject to the right of MIBWSC to access and use.
MIBWSC in turn retains ownership of the new facilities but is required to handback the BWS Project,
including transfer of the full ownership of the new facilities, at the end of the contract period.
On July 5, 2016, MIBWSC officially took over operations from MIWD.
Metro Iloilo Water District Water (“MIWD”) Concession Joint Venture Project. On
November 13, 2018, MPW, entered into a Joint Venture Agreement (“MIWD JVA”) with MIWD for
the rehabilitation, operation, maintenance, and expansion of MIWD’s existing water distribution
system and construction of wastewater facilities. On January 17, 2019, MPIWI, the joint venture
corporation which is 80%-owned by MPW and 20%-owned by MIWD, was organized pursuant to the
provisions of the MIWD JVA. MPIWI shall implement and will have the right to bill and collect
tariff for the water supply and wastewater services provided to the customers in the service area of
MIWD. MPIWI commenced operations in July 2019.
The project cost for the duration of the 25-year concession is estimated at 12.35 billion, with an initial
equity investment of =P745 million, of which MPW’s share is at = P596 million.
MPW provided performance security to MIWD amounting to =

P60 million in the form of a standby
letter of credit.
MIWD’s service area includes Iloilo City and seven municipalities specifically Pavia, Oton, Maasin,
Cabatuan, Sta. Barbara, Leganes and San Miguel.
Dumaguete City Water District (“DCWD”) Water Concession Joint Venture Project. On
May 16, 2018, MPW officially received from DCWD the Notice of Award for the rehabilitation,
operation, maintenance, and expansion of DCWD’s existing water distribution system and
development of wastewater facilities.
On September 3, 2019, MPW signed a joint venture agreement with DCWD (“DCWD JVA”).
Pursuant to the provisions set in the DCWD JVA, Metro Pacific Dumaguete Water Service Inc.
(“MPDW”) was incorporated on October 22, 2019 which is 80%-owned by MPW and 20%-owned by
DCWD. MPDW shall implement the project and will have the right to bill and collect tariff for the
water supply and wastewater services provided to the customers in the service area of DCWD. The
DCWD JVA shall be effective for a term commencing on the commencement date (as defined in the
DCWD JVA) and ending on the 25th anniversary thereof and may be renewed for another 25 years at
the option of MPDW for as long as MPDW is not then in default under any of its material obligations
under the DCWD JVA and provided, further, that the initial and renewal terms shall in no event
exceed an aggregate of 50 years from commencement date.
On October 30, 2019, MPDW signed a service contract agreement with DCWD. This grants MPDW
the exclusive right and privilege to undertake the project.
MPDW commenced operations on February 1, 2021.
*SGVFS189808*
- 100 -
Under the service contract agreement between MPDW and Dumaguete City Water District
(“DCWD”), MPDW shall pay annual service fee to DCWD representing the sum of the contract
monitoring fees and fixed lease fees. The annual fixed lease payments represent rentals for DCWD’s
making the existing facilities available for the exclusive use and possession of MPDW throughout the
operational period of twenty five (25) years. The contract monitoring fees cover the day-to-day
expenses of DCWD (residual office) as it retains its function as regulator of MPDW. It is fixed at
=36 million for the first year with the succeeding years adjusted for CPI. An initial service fee of
P
=42 million was settled within a month from the signing of the service contract agreement.
P
Amayi Water Concession Agreement. On February 19, 2019, Amayi Water Solutions, Inc., a wholly
owned subsidiary of Maynilad, entered into a concession agreement with the Municipality of Boac,
Marinduque. The concession agreement shall be effective for a period of twenty-five (25) years
beginning on the commencement date (as defined in the agreement) with the option to renew for
another maximum of twenty five (25) years at the sole discretion of the concessionaire. On
January 23, 2020, the Office of the Boac Waterworks Operation of the Municipality of Boac,
Marinduque notified Amayi of the order of their Local Chief Executive calling for the review and
further study of the concession agreement. On January 23, 2024, operation of the Boac Waterworks
has been turned over to Amayi.
PNW’s BOO contract with the Chu Lai Economic Zone Authority (“CLEZA”). PNW is party to a
BOO contract signed with the CLEZA in January 2016. Under the agreement, PNW has been granted
a fifty (50)-year contract to build, own and operate a water treatment plant for the treatment and
distribution of water to locators in the Chu Lai Open Economic Zone, and consumers in Tam Ky
City, Duy Xuyen, Thang Binh, and Nui Thanh districts. Under the signed BOO contract, the average
price of clean water is allowed to increase at a rate of 12.36% every 2 years. PNW is authorized to
negotiate and sign separate offtake agreements with each locator/customer, and average price
negotiated must be within the range allowed by the Quang Nam Province People’s Committee
(“PPC”).
PNW is currently completing the construction of the first stage of Phase 1A of the water treatment
plant, which has an initial capacity of 25 MLD. The plant has a potential to increase to 300 MLD
beyond 2030.
Due to low billed volume, PNW was unable to service its loan obligations with Vietinbank that were
due last November 25, 2022 and February 27, 2023 and is at risk of insolvency under Vietnam law.
As at December 31, 2023, discussions among PNW’s shareholders are still ongoing to fund the
overdue debt servicing payments. The related service concession asset was assessed to be impaired in
2022.
Contracts with Manila Water Company, Inc. (“Manila Water”). In relation to the Maynilad CA,
Maynilad entered into the following contracts with Manila Water:
a. Interconnection Agreement wherein the two Concessionaires shall form an unincorporated joint
venture that will manage, operate, and maintain interconnection facilities. The terms of the
agreement provide, among others, the cost and the volume of water to be transferred between
zones; and,
b. Common Purpose Facilities Agreement that provides for the operation, maintenance, renewal,
and, as appropriate, decommissioning of the Common Purpose Facilities, and performance of
other functions pursuant to and in accordance with the provisions of the concession agreement
and performance of such other functions relating to the concession (and the concession of the
*SGVFS189808*
- 101 -
Manila Water) as Maynilad and the East Concessionaire may choose to delegate to the Joint
Venture, subject to the approval of MWSS.
c. On January 25, 2022, Maynilad and Manila Water entered into a contract with China
International Water and Electric Corp. for the design and build of the proposed Angat Water
Transmission Project (Tunnel 5). On February 17, 2022, Maynilad and Manila Water entered
into a contract with Dohwa Engineering, Co. Ltd. for the construction management of the
proposed Angat Water Transmission Project (Tunnel 5). The Angat Water Transmission Project
(Tunnel 5) is part of the MWSS’s water security program which aims to provide (i) additional
nineteen (19) cubic meters per second of raw water supply, and (ii) improve the reliability and
operational flexibility of the Umiray-Angat-Ipo raw water conveyance system.
d. On October 28, 2022, Maynilad and Manila Water entered into a Memorandum of Agreement for
the purchase of raw bulk water by the former from the latter at =
P21/cu.m. and treated bulk water
at P
=26/cu.m.
MWSS-Japan Bank for International Cooperation (“JBIC”) Loan (Concession Fee). The loan
agreement between the Government and JBIC was signed on February 9, 1990. The proceeds of the
loan were used to fund the implementation of the Angat Water Supply Optimization Project
(“AWSOP”), with MWSS as the implementing agency. Prior to privatization, actual drawdowns from
the Loan were recorded by MWSS as equity from the Government while the draws during
privatization were assumed and paid by the Water Concessionaires. The sharing is 61.83% and
38.17% for Maynilad and Manila Water, respectively.
On June 6, 2019, Maynilad received a letter from the MWSS requesting to pay = P821 million
(“Invoiced Amount”). Accordingly, Maynilad learned that the drawdowns made on the JBIC Loan
prior to the privatization of MWSS’s operations are considered loans and not equity as formerly
advised. MWSS’s request for the Water Concessionaires to pay was triggered by an instruction from
the DOF to the Bureau of Treasury, to have the Water Concessionaires reimburse the Government for
the latter’s payments on the JBIC Loan.
Maynilad replied to MWSS on July 1, 2019 and clarified the Invoiced Amount. Maynilad’s position
is to pay only P
=677 million because (ii) Maynilad remitted to the MWSS =P113 million representing
Guarantee Fees based on MWSS’s invoice. However, the JBIC Loan makes no reference to and does
not include the payment of Guarantee Fees, the borrower being the Government itself. This being the
case, the Guarantee Fees that Maynilad remitted to MWSS must be set off or applied against the
Invoiced Amount; and (2) while Maynilad always pays the foreign exchange shortfall in the debt
servicing of MWSS-contracted loans, there is no need for Maynilad to pay the Forex Shortfall of
=31 million in the JBIC Loan catch-up payment. The difference in the foreign exchange rate (from
P
Japanese Yen to Philippine Peso) has already been captured and reflected in the total peso amount
billed by the Bureau of Treasury.
Further, Maynilad also requested to pay =

P677 million in eight monthly instalments of =
P84.6 million to
commence in July 2019 until February 2020, to coincide with the full payment/ maturity of the JBIC
Loan.
As communicated by MWSS-Finance on July 17, 2019, Maynilad can pay based on the requested
amount and schedule while waiting for the response of the Bureau of Treasury concerning the
guarantee fee and shortfall. Maynilad paid the first installment on July 30, 2019.
The last installment for JBIC Loan was paid in February 18, 2020. As at April 2, 2024, Bureau of
Treasury has yet to respond to the Company’s letter concerning the guarantee fee and shortfall.
*SGVFS189808*
- 102 -
Cagayan De Oro Bulk Water Inc.’s (“COBI”) Tariff Adjustment. Effective January 1, 2021, COBI
implemented a scheduled tariff increase in accordance with the formula defined in the Bulk Water
Purchase Agreement with the Cagayan de Oro Water District (“COWD”). The tariff increased from
=16.60 to =
P P20.57 per cubic meter. As at December 31, 2023, the cumulative incremental increase is
reflected as receivable from COWD. Due to collection issues with COWD, MPW recognized a
provision of =P80 million in 2023.
Operating and Maintenance Agreement with Rio Verde Water Corporation (“RV"). In 2014, MPW
entered into an agreement to operate and maintain a bulk water facility owned by RV supplying
Cagayan de Oro City. In October 2022, the original agreement was restructured to a loan payable
over 25 years. The principal amount of the loan is the amount of MPW’s investment to date, with an
aggregate total of =
P1.2 billion. RV will solely operate and maintain the 80-MLD water treatment
plant moving forward. On the other hand, COBI executed a Bulk Water Purchase agreement with RV
for the offtake of 80 MLD to be sold eventually to the water district.
Rail
Concession Agreement – LRMC’s LRT-1 Project. On October 2, 2014, LRMC signed together with the
DOTC (now DOTr) and the Light Rail Transit Authority (“LRTA”) (together with DOTr as “Grantors”)
the concession agreement for the LRT-1 Project. The DOTr and LRTA formally awarded the LRT-1
Project to LRMC on September 15, 2014. Under the LRT1 CA, LRMC will operate and maintain the
existing LRT-1 and construct an 11.7-km extension from the present end-point at Baclaran to the Niog
area in Bacoor, Cavite. A total of eight (8) new stations will be built along the extension, which traverses
the cities of Parañaque and Las Piñas up to Bacoor, Cavite. The LRT-1 CA is for a period of thirty-two
(32) years commencing from the LRMC Effective Date.
LRMC has the right to apply for an adjustment of the fare based on the specific fare adjustment formula
under LRT-1 CA with the Government. This formula specifies an initial boarding and per-kilometer fare
with 10.25% increases over these initial fares every two (2) years beginning in August 2016, subject to
inflation rebasing if inflation falls outside an acceptable band. If the approved fare is different from the
formula specified on the concession agreement, both the Government and LRMC are obligated to
substantially keep the other party whole, depending on whether the actual fares represent a deficit or a
surplus.
Claims with Grantors. Aside from the payment of concession fees (see Note 17), other significant
commitments under or that are related to the LRT-1 CA follow:
The Section 5 of the LRT-1 CA provides for conditions and mechanisms that will ensure and thereby
compel the parties to fulfill their obligations in relation to LRT-1 Concession. In the event of failure
to meet the conditions set forth therein, the parties to the agreement are accorded with rights,
including rights to compensation from the party/parties in breach. For the LRMC as the
Concessionaire, the LRT-1 CA provides for the following claims from the Grantors:
 Existing System Requirement (“ESR”) costs. LRMC is entitled to be compensated for the
unavoidable incremental cost that LRMC will incur to restore the Existing System to the level
necessary to meet all of the baseline Existing System Requirements, 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”).
*SGVFS189808*
- 103 -
 Structural Defect Restoration (“SDR”) costs. LRMC is entitled to compensation for the cost
incurred for restoration of the Structural Defect as certified by an IC which shall be the aggregate
of the approved Restoration Cost in the Structural Defects Notice and any incremental cost
approved by the IC.
 Light Rail Vehicle (“LRV”) shortfall. 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 no more
than one hundred and six (106) minutes, or a combination of the two on the LRMC Effective
Date, LRMC is entitled to receive a compensation from the Grantors based on the formula and
procedures provided for in the LRT-1 CA.
 Fare Deficit/Surplus. The fare deficit/surplus pertains to the difference between the Approved
and Notional Fare, as follows:
a) If Approved Fare is less than the Notional Fare, there is a deficit payment or a receivable
from the Grantors;
b) If Approved Fare is more than the Notional Fare, there is a surplus payment or payable to
Grantors.
The Approved Fare is the maximum fare that the Concessionaire is authorized to charge pursuant
to Sections 20.3b and/or 30.4 of the LRT-1 CA. Whereas, the Notional Fare is the agreed base
fare provided in the LRT-1 CA that should have been in effect upon turnover of the LRT-1
operation.
 Grantors’ Compensation Payment. The Grantors shall be liable to provide compensation to

LRMC if LRMC is delayed in the completion of the Railway Infrastructure and Railway System
Works or is prevented from operating any part of the System or incurs additional cost or loss of
revenue by reason of:
a) Material Adverse Government Action

b) Grantors Delay Event
c) Subject to Sec. 5.3(b) Grantors Obligations, the failure of the Existing System to meet the
Existing System Requirement on the LRMC Effective Date
d) Any other cause in respect of which the LRT-1 CA provides for the provision of Grantors
compensation
Under Section 20.6 of the LRT-1 CA, all these claims are expressed to be paid through the quarterly
“Balancing Payments” (see Note 30).
IC for the Concession. In September 2015, DOTr and LRMC have engaged Egis Rail – Egis
International – Getinsa Ingenieria SL – Infra Consultants of the Philippines – Heldig Teknik Inc. Joint
Venture as IC to carry out the duties and obligations ascribed in the LRT-1 CA. This includes, but
not limited to, monitor, inspect and keep informed the state and progress of remedial works, issue
certification of compliance with the existing system requirements, and conduct annual audit of the
quality control documentation. The fees and expenses of the IC shall be paid 50% by the Grantors
and 50% by the LRMC.
LRMC Non-Rail Activities. In November 2015, LRMC granted PHAR Singapore Pte. Ltd the
exclusive right to generate ancillary revenue from all agreed commercial activities (i.e., advertising,
partnerships, and sponsorships) within the existing LRT-1 system. The effectivity of granted rights
*SGVFS189808*
- 104 -
commenced on February 1, 2016 and will be in effect for a period of ten (10) years. LRMC earns a
profit share from these revenues in exchange for the rights granted.
LRMC also has operating lease agreements as a lessor with various companies for retail space rental
and interconnection services. These agreements cover periods ranging from 1 to 26 years.
Rent income, interconnection and advertising fees earned relevant to these agreements amounted to
=156 million, =
P P180 million and =P87 million in 2023, 2022 and 2021, respectively, and are included
under “Others” in the consolidated statements of comprehensive income (see Note 24).
Escrow Agreement. On October 20, 2014, pursuant to the requirements of the LRT-1 CA, DOTr,
LRTA, LRMC, the initial shareholders of LRMC (namely AC Infra, MPLRC and MIHPL) and
Security Bank as Escrow Agent entered into a Share Escrow Agreement.
Under the Share Escrow Agreement, each of the initial shareholders delivers to the Share Escrow
Agent original stock certificates representing all of their respective equity interests in LRMC. Such
shares would be held in escrow until the third anniversary of the Extension Completion Date as
defined under the LRT-1 CA.
Consultancy and Advisory Fees. In October 2014, LRMC entered into offshore and onshore technical
advisory service agreements with RATP Developpement SA and RATP Dev Manila, Inc. in relation
to the LRT-1 Project. Scope of work includes providing regular reviews of the operation and
maintenance of the LRT-1 with respect to the overall performance of the system, operations and
maintenance budget, ridership data and Baseline System Plan.
Rehabilitation of Existing System. On March 21, 2017, LRMC entered into a two-year agreement
with First Balfour, Inc. (“FBI”) for its Structural Restoration Project which includes the parapets,
faulty concrete and repair of river bridges of the LRT-1 Existing System. The notice to proceed was
signed and issued on March 17, 2017. In line with this project, LRMC also signed an Independent
Contractor Agreement with ESCA Incorporated for the expertise and services necessary in managing
the Structural Restoration Project with FBI. The structural restoration project was completed on
June 28, 2019. In reference to the original contract, LRMC engaged FBI and ESCA for various
additional works for Tripa bridges pot bearing replacement, additional faulty concrete and damages
caused by April 22, 2019 earthquake, which started on September 16, 2019. Due to the COVID-19
pandemic, Tripa bridge 2 works were deferred to 2021. All other works scoped in this contract were
completed in March 2020. The project was completed on April 16, 2022.
On January 12, 2018, LRMC entered into an agreement with Voith Digital Solutions Austria GmBH
and Co KG for the rehabilitation and upgrade of propulsion, train control and management systems of
the LRT-1 generation 2 (Adtranz) trains. The project is completed in May 2021.
On October 24, 2018, LRMC entered into an agreement with FBI and Mrail, Inc. for the rehabilitation
of eleven rectifier sub-stations (“RSS”) of LRT-1 line. On the same date, LRMC signed a contract
with Commsec Inc. for the design, supply, and installation of CCTV, access control, and security
network systems of the LRT-1 line. As at December 31, 2023 and 2022, the RSS rehabilitation
project is 100% and 99.67% complete, respectively. The works on security network systems projects
were completed on October 26, 2021.
As at April 2, 2024, the existing system works are substantially complete and LRMC has in fact
received the safety certificate to raise speed to sixty (60) kilometers per hour.
*SGVFS189808*
- 105 -
LRMC also has contracts with various suppliers for the purchase of spare parts used in restoration of
LRVs and with contractors for refurbishments, installations and improvements in the structure of the
stations.
Construction of the LRT-1 Cavite Extension. On February 11, 2016, LRMC signed an EPC
Agreement for the construction of LRT-1 Cavite Extension with Bouygues Travaux Publics
Philippines Inc., Alstom Transport S.A. and Alstom Transport Construction Philippines Inc. which
commenced upon the Grantors’ issuance of the Permit to Enter certificate. Construction of the Cavite
Extension Basic Right of Way (“ROW”) Package 1 commenced in April 2019. The Basic ROW
Packages 2 and 3 have not yet been provided by the Grantors. As at December 31, 2023, construction
activities for the LRT-1 Cavite Extension project pertaining to ROW Package 1 are in various stages
of development with completion rate of 96.4%. Viaduct has been completed and electromechanical
works and the construction of the stations are set to begin. ROW Packages 2 and 3 have not yet been
provided by the Grantors.
Common Station. On February 13, 2019, the DoTR signed the contract for the development of the
Unified Common Station (“UCS”) which will provide a connection between LRT-1, MRT-3, MRT-7
and the Metro Manila Subway. As part of the Existing System signaling work, the EPC Contractor
must make provision for the UCS signaling requirements to allow the provision of a signaling system
associated with Roosevelt Station and the turnback track up to, and including, the Switch 17 in its
new location. Starting September 5, 2020, LRMC temporarily closed Roosevelt station to enable the
UCS contractor to facilitate Switch 17 relocation works. Works were completed by end of
November 2022 and Roosevelt station was reopened on December 5, 2022.
Power
Power Supply Agreements (“PSAs”) with Privatized Plants and Independent Power Producers.
MERALCO has a PSA with Masinloc Power Partners Co. Ltd. (“MPPCL”) which was approved by
the ERC on December 17, 2012, and entered into Supplemental Agreement on April 8, 2016, for the
extension of the term of the PSA for an additional period of three (3) years up to December 25, 2022.
On December 6, 2019, MERALCO and Thermo Luzon, Inc. (“TLI”) executed a new short-term PSA
for the purchase of 250 MW capacity and energy from TLI’s power plant for the period of December
26, 2019 to December 25, 2020. On December 19, 2019, the DOE issued a Certificate of Exemption
from the competitive selection process (“CSP”) in favor of MERALCO for the new short-term PSA.
On December 23, 2019, MERALCO filed an application with the ERC for the approval of its new
short-term PSA with TLI. On August 7, 2020, MERALCO and TLI filed a Joint Manifestation with
Motion with the ERC seeking approval of the extension of the PSA for five days or until
December 30, 2020. As at February 27, 2023, hearings have been completed. The case, including the
motion, is still pending approval of the ERC.
The ERC, for the MPPCL case, issued an Order dated October 11, 2016 resolving to consider
MERALCO’s “Manifestation and Motion” as a new application for approval of PSA. In view of the
said Order, MERALCO and MPPCL filed a Joint Application for approval of the Supplemental
Agreement extending the term of their PSA for an additional three (3) years. On December 19, 2019,
MERALCO and MPPCL entered into an Agreement to Amend the Supplemental Agreement,
whereby the Parties resolved to extend the PSA for an additional period of one (1) year reckoned
from the date of the approval by the ERC of the said Agreement to Amend. On June 8, 2020,
MERALCO and MPPCL filed a Joint Manifestation and Omnibus Motion to seek ERC approval of
said Agreement to Amend. On April 14, 2021, due to exigent and emergency reasons (e.g.
unforecasted supply deficiency and to account for outages of power plants with bilateral contracts
with MERALCO), MERALCO and MPPCL further agreed to enter into an Amendment Agreement
*SGVFS189808*
- 106 -
to amend the December 19, 2019 Agreement to Amend, to instead extend the PSA for an additional
period of one (1) year from May 26, 2021. On even date, (a) MERALCO and MPPCL filed a Joint
Manifestation and Omnibus Motion to seek ERC approval of the said Amendment Agreement; and
(b) MERALCO sought confirmation from the DOE that the extension of the ERC-approved 2011
PSA, as embodied in the Amendment Agreement, is exempted from the conduct of a CSP. In its letter
dated July 30, 2021, the DOE denied MERALCO’s request for certificate of exemption from CSP. As
at April 2, 2024, the ERC has yet to act on the parties’ Joint Manifestation and Omnibus Motion.
Panay Energy Development Corporation (“PEDC”). On April 26, 2016, MERALCO signed a 20-
year PSA with PEDC (“2016 PEDC PSA”) for the purchase of up to 70 MW of electric output from
the 150 MW coal-fired power generating facility in Brgy. Ingore, La Paz, Iloilo. In its letter dated
November 23, 2016, the ERC informed MERALCO that the ERC has provisionally approved the
2016 PEDC PSA in its Order dated July 11, 2016. On January 10, 2017, MERALCO and PEDC filed
their Joint Motion to Admit the Formal Offer of Evidence (“FOE”) with Joint Urgent Motion for
Early Resolution of the Application, seeking to, among other things, already source 70 MW from
PEDC beginning January 28, 2017 in order to temper the anticipated additional burden that the
SPEX-Malampaya outage may bring to end-users. On March 3, 2017, PEDC filed a Motion partially
seeking reconsideration of the provisional rate approved under the PSA. On October 3, 2017, PEDC
filed a Supplemental Motion for Reconsideration (“MR”). On April 30, 2018, MERALCO received
PEDC’s Manifestation and Motion praying that MERALCO be authorized by the ERC to collect from
its customers the difference between the provisional rate approved by the ERC and the rates
originally applied for under the PSA. As at April 2, 2024, further ERC action is pending.
In the meantime, on May 17, 2019, MERALCO received the SC Decision in Alyansa Para sa Bagong
Pilipinas, Inc. vs. ERC, et al. (G.R. No. 227670, 3 May 2019) that effectively required all PSA
applications for ERC approval filed on or after June 30, 2015 to undergo CSP, which includes the
2016 PEDC PSA, following the DOE Circular entitled, “Adopting and Prescribing the Policy for the
Competitive Selection Process in the Procurement by Distribution Utilities of Power Supply
Agreements for the Captive Market” (“2018 DOE Circular”), which was published on
February 9, 2018.
Consequently, on October 8, 2019, MERALCO filed a Manifestation that it has requested DOE for
exemption from CSP for the 2016 PEDC PSA for an additional period up to one (1) year and
preparations for the implemented term of their PSA (i.e., not covered by CSP exemption) is already
underway. On January 15, 2020, the DOE issued a CSP exemption for a period of one (1) year from
August 26, 2019 to August 25, 2020. In several Joint Manifestations filed with the ERC by
MERALCO and PEDC, while the Terms of Reference for the CSP of the 2016 PEDC PSA (pursuant
to the SC Decision in G.R. No. 227670) is pending review by the DOE, the parties manifested to the
ERC that the 2016 PEDC PSA will continue until implementation of the new PSA resulting from the
CSP. On January 25, 2022, due to a successful CSP of the 2016 PEDC PSA (discussed below),
MERALCO and PEDC stopped implementing the 2016 PEDC PSA. As at April 2, 2024, the 2016
PEDC PSA is pending final decision by the ERC.
On September 30, 2021, after the DOE approved the Terms of Reference for the CSP of the 2016
PEDC PSA (to abide by the SC Decision in G.R. No. 227670, and comply with CSP prescribed in the
2018 DOE Circular), MERALCO’s Third Party Bids and Awards Committee (“TPBAC”) published
the Invitation to Bid for the contract period ending on January 25, 2037. On November 22, 2021,
PEDC received from the TPBAC a Notice of Award in its favor after submitting the lowest bid and
passing the post-qualification evaluation. On November 29, 2021, MERALCO signed a new 15-year
PSA with PEDC for 70 MW of contract capacity (“2021 PEDC PSA”). The application for approval
of the new PSA with PEDC was filed on January 22, 2022. Through a “Notice of Resolution” dated
*SGVFS189808*
- 107 -
February 23, 2022, the ERC granted provisional authority to implement the 2021 PEDC PSA, and on
April 1, 2022, the 2021 PEDC PSA was implemented by MERALCO and PEDC.
On March 18, 2022, PEDC issued to MERALCO a Notice of Change in Circumstance, claiming that
the Ukraine-Russia conflict had a significant negative financial impact to PEDC due to the price spike
in coal prices and if the current situation continues, PEDC’s losses will be massive and ruinous unless
an adjustment in contract price pursuant to the 2021 PEDC PSA is implemented. Thus, on
April 13, 2022, PEDC (joined by MERALCO) filed an Urgent Motion for Contract Price Adjustment
with the ERC. Meanwhile, on April 22, 2022, MERALCO received PEDC’s Notice of Termination,
effective six months thereafter, or until October 22, 2022. After the lapse of October 22, 2022, with
the Urgent Motion for Contract Price Adjustment still pending with the ERC, PEDC continued with
its obligations under the 2021 PEDC PSA.
On December 4, 2022, PEDC sent to MERALCO a Notice of End of Supply, which formally
informed MERALCO of PEDC’s decision to cease supply of energy beginning midnight of December
5, 2022, because without the ERC’s action on the Urgent Motion for Contract Price Adjustment,
PEDC was already placed in severe financial stress and in danger of breaching its financial covenants.
On August 29, 2023, MERALCO received a copy of the Decision dated March 8, 2023 regarding the
Power Supply Agreement between MERALCO and Panay Energy Development Corporation (PEDC).
In the Decision, the ERC directed that the recovery of PEDC’s actual fuel losses due to Change in
Circumstances (CIC) from April 2 to September 25, 2022, amounting to = P884 million, be included in
the ERC’s evaluation of MERALCO’s true-up confirmation.
On October 3, 2023, MERALCO filed a Motion for Leave to Admit Attached Supplemental
Application with the ERC in MERALCO’s pending confirmation filing Application docketed as ERC
Case No. 2023-046 CF. The Supplemental Application prayed that MERALCO be allowed to recover
the additional amount of =
P884 million pertaining to the recovery of the CIC claims of PEDC.
On January 16, 2024, PEDC filed a Motion for Clarification asking the ERC to issue an order
declaring the dispositive portion of the Decision dated March 8, 2023 to include a reference to losses
from April 2, 2022 to December 4, 2022 in the amount of = P1.2 billion. As at April 2, 2024, the ERC
has yet to act on MERALCO’s and PEDC’s separate motions.
First NatGas Power Corp. (“FNPC”). Following conduct and completion of a CSP, MERALCO
confirmed effectivity of the PSA with FNPC dated December 13, 2017, for the purchase of 414 MW
electric energy generated by the San Gabriel Gas Plant beginning ERC approval and ending on
February 23, 2024. A joint application for approval of the PSA with FNPC was filed on
March 19, 2018. Pursuant to an ERC Order granting interim relief, on June 26, 2018, MERALCO
and FNPC began implementing the PSA. On July 13, 2022, MERALCO received the ERC Decision
approving the joint application subject to certain modifications and conditions. On July 28, 2022,
FNPC filed a motion seeking reconsideration and to hold in abeyance the implementation of the ERC
Decision. As at April 2, 2024, the PSA has been terminated and parties await further ERC action on
the FNPC’s MR and to Hold in Abeyance the Execution of the ERC Decision.
Specific CSP for PSAs. On September 13, 2019, MERALCO signed three (3) PSAs for baseload
capacity with AC Energy for 200 MW, San Miguel Energy Corporation (“SMEC”) for 330 MW, and
South Premiere Power Corporation (“SPPC”) for 670 MW. On September 16, 2019, MERALCO
signed three (3) PSAs for mid-merit capacity with First Gen Hydro Power Corporation (“FGHPC”)
for 100 MW, AC Energy for 110 MW, and SPPC for 290 MW. On October 22, 2019, the joint
applications for approval of these six (6) PSAs were filed before the ERC. In its letters to
MERALCO, all dated December 23, 2019, the ERC issued a notice of resolution informing the
*SGVFS189808*
- 108 -
parties that it granted provisional authority to implement MERALCO’s three (3) PSAs for baseload
capacity with AC Energy, SPPC and SMEC. On January 30, 2020, MERALCO received the orders of
the ERC granting provisional authority to implement MERALCO’s two (2) PSAs for baseload and
mid-merit capacity with AC Energy.
On March 16, 2020, MERALCO received the orders of the ERC granting provisional authority to
implement MERALCO’s other four (4) PSAs for baseload capacity with SPPC and SMEC, and mid-
merit capacity with FGHPC and SPPC. In its Orders dated November 26, 2020, the ERC granted
interim relief authorizing continued implementation of the PSAs with AC Energy, SPPC and SPI for
baseload capacity and PSA with AC Energy, SPPC and FGHPC for mid-merit capacity, until revoked
or until the issuance of a final decision by the ERC.
On April 18, 2022, SMEC and SPPC issued to MERALCO Notices of Change in Circumstances,
claiming that the worsening conflict between Russia and Ukraine and other geopolitical and
economic factors related and/or emanating therefrom had impacted SMEC and SPPC’s capability to
perform their obligations under the respective PSAs in terms of unexpected increase in fuel cost.
Thus, on May 12, 2022, SMEC and SPPC (joined by MERALCO) filed Joint Motions for Price
Adjustment with the ERC. On June 27, 2022 and July 22, 2022, SMEC, SPPC and MERALCO filed
motions for urgent resolution of the Joint Motion. On August 30, 2022, the ERC conducted a
clarificatory hearing with SMEC, SPPC and MERALCO to clarify several issues in connection with
the Joint Motions for Price Adjustment. On October 3, 2022, the ERC, voting 3-2, promulgated its
Orders dated September 29, 2022, denying the Joint Motions for Price Adjustment. On
October 5, 2022, SMEC and SPPC notified MERALCO that it will continue with their obligations
under their respective baseload PSAs with MERALCO under protest and without prejudice to their
rights and remedies under pertinent laws and contract. On November 4, 2022, SMEC and SPPC filed
Petitions for Certiorari with prayer for issuance of a temporary restraining order (“TRO”) and Writ of
Preliminary Injuction (“WPI”) with the Court of Appeals (“CA”), assailing the ERC Orders dated
September 29, 2022. On November 25, 2022, the CA issued a TRO for the SPPC case, hence, after
the TRO bond was posted by SPPC. On December 7, 2022, SPPC stopped accepting MERALCO
nominations. On December 27, 2022, the CA issued a resolution consolidating the SPI case with the
case filed by SPPC with docket number CA GR-SP No. 176036. Thereafter, on January 13, 2023, the
CA issued another resolution consolidating the SPI case with the SPPC case under CA GR-SP No.
176036. On January 25, 2023, the CA issued a WPI for the SPPC case, which shall remain in effect
until the main case is finally decided. Meanwhile, for the SPI case, on January 13, 2023, the CA
denied SPI’s prayer for TRO and WPI. On February 10, 2023 and February 13, 2023, ERC and
MERALCO filed respective Motions for Reconsideration of the CA’s issuance of WPI for the SPPC
case. On April 3, 2023, the CA promulgated its Resolution denying the Motions for Reconsideration
filed by ERC and MERALCO vis-à-vis the CA’s issuance of WPI for the SPPC case. On
June 22, 2023, the ERC filed with the Supreme Court a Petition for Certiorari with prayer for
TRO/WPI, assailing the CA’s issuance of WPI for the SPPC case. As of July 24, 2023, the Supreme
Court had not issued a TRO/WPI or Resolution directing MERALCO to comment. On July 14, 2023,
MERALCO received the CA’s (13th Division) Joint Decision dated June 27, 2023 (the “Joint
Decision”). In the Joint Decision, the CA, among others: (a) ANNULLED/SET ASIDE the ERC
Orders which: (i) denied the Joint Motions for Price Adjustment and (ii) directed MERALCO to
exhaust all options to preserve PSAs; (b) GRANTED SPPC’s and SPI’s Motions for Price
Adjustment (for the period of January 2022 to May 2022), without prejudice to any further requests
for price adjustments for June 2022 onwards; and (c) made permanent the Preliminary Injunction
issued in favor of SPPC. On July 17, 2023, SPI informed MERALCO of its position that the CA’s
Joint Decision dissolving the ERC Order is immediately executory. Hence, for SPI, it will cease
supply to MERALCO effective immediately. On the same day, MERALCO replied that it reserves its
right to pursue available legal remedies and asked SPI for time to seek replacement emergency power
supply. On July 18, 2023, SPI informed MERALCO that it is only amenable to grant a grace period
*SGVFS189808*
- 109 -
of five (5) days, or until July 23, 2023, in order for MERALCO to seek replacement emergency
power supply. Starting on July 24, 2023, SPI ceased supply under its baseload PSA with MERALCO.
Also on July 17, 2023, SPPC informed MERALCO of its position that the CA’s Joint Decision
dissolving the ERC Order is immediately executory. Hence, for SPPC, the PSA is terminated already
effective October 4, 2022. On the same day, MERALCO replied that it reserves its right to pursue
available legal remedies, and requested SPPCto reconsider its position. Subsequently. SPI and SPPC
issued to MERALCO Notices of Change in Circumstances dated 18 August 2023 claiming additional
adjustment. In MERALCO’s letters to SPI and SPPC, both dated January 30, 2024, MERALCO
advised SPI and SPPC to avail itself of legal remedies available to it under the law considering that it
finds no basis under contract to join SPI and SPPC in the filing with the ERC since the PSA had
already been terminated. As at April 2, 2024, the contract term of the PSAs with SPPC and SPI have
expired and MERALCO awaits the ERC’s final decision on the PSAs.
On October 11, 2023 and February 1, 2024, AC Energy issued to MERALCO Notices of Change in
Circumstances and Revised Notices of Change in Circumstances, claiming that the conflict between
Russia and Ukraine and other geopolitical and economic factors related to and/or emanating
therefrom had impacted AC Energy’s capability to perform its obligations under its 2019 baseload
and mid-merit PSAs with MERALCO in terms of unexpected increase in fuel cost. Thus, on February
29, 2024, AC Energy (joined by MERALCO) filed Joint Motions for Price Adjustment with the ERC
for its 2019 baseload and mid-merit PSAs with MERALCO, involving = P618 Million and =P87 Million,
respectively. As at April 2, 2024, the ERC has yet to act on the Joint Motions for Price Adjustment.
Excellent Energy Resources, Inc. (“EERI”) and Masinloc Power Partners Co. Ltd. (“MPPCL”) -
Baseload PSAs. On March 2, 2021, after a CSP for 1,800 MW baseload capacity from greenfield
power plants was conducted, MERALCO signed two (2) PSAs with EERI with commercial
operations date in December 2024 for 1,200 MW, and with MPPCL with commercial operations date
in May 2025 for 600 MW. The joint applications for approval of MERALCO’s PSAs with MPPCL
and EERI were filed with the ERC on March 18, 2021 and March 24, 2021, respectively. On March
17, 2023, MERALCO received Notices of Termination from EERI and MPPCL informing
MERALCO of their decision to terminate the PSAs effective fifteen (15) days from receipt of said
notices. On April 14, 2023, EERI and MPPCL filed Notices of Withdrawal their joint applications
with the ERC, and (assuming without conceding that such notices are not deemed by the ERC
sufficient to cause the withdrawal of said joint applications), praying that the ERC approve the
withdrawal of the joint application. On April 23, 2023, MERALCO filed its compliance with the
ERC. On October 12, 2023, MERALCO received a separate Orders from the ERC granting
withdrawal of each of the joint applications. As at April 2, 2024, the joint applications are
withdrawn.
Excellent Energy Resources, Inc. (“EERI”), GNPower Dinginin Ltd. Co. (“GNPD”), Mariveles
Power Generation Corporation (“MPGC”) and South Premiere Power Corp. (“SPPC”) - Baseload
PSAs. On February 5, 2024, after a CSP for 1,800 MW baseload capacity from greenfield power
plants and 1,200 MW baseload capacity from brownfield power plants were conducted, MERALCO
signed four (4) PSAs with EERI with commercial operations date on 26 November 2024 for 1,200
MW, with GNPD with commercial operations date on April 2025 for 300 MW, with MPGC with
commercial operations date on April 2025 for 300 MW, and with SPPC with operations effective
date starting 26 December 2023 or upon ERC approval for 1,200 MW. The joint applications for
approval of MERALCO’s PSAs with GNDP, MPGC, EERI and SPPC were filed with the ERC on
February 21, 2024, February 28, 2024, March 1, 2024, and March 5, 2024, respectively. As at
April 2, 2024, the joint applications are awaiting hearings.
Interim Power Supply Agreements (“IPSAs”). On January 24, 2017, in view of the Malampaya
shutdown that was to coincide with the scheduled outage of other plants, MERALCO signed an IPSA
*SGVFS189808*
- 110 -
with Strategic Power Development Corporation (“SPDC”) for the supply of 100 MW per hour of
electric power from 0901H to 1000H and from 2001H to 2100H, and 150 MW per hour of electric
power from 1001H to 2000H, from January 28, 2017 until February 16, 2017. An application for
approval of such IPSA was filed before the ERC on February 9, 2017. The said IPSA was effective
immediately, on the condition that disallowances and penalties that the ERC may impose as a result
thereof shall be for the account of SPDC. MERALCO and SPDC, in a letter agreement dated
February 15, 2017, agreed to extend the term of the IPSA until March 25, 2017 under the same terms
and conditions of the IPSA. On February 16, 2017, MERALCO and SPDC filed a Joint Manifestation
with Motion with the ERC apprising the Honorable Commission of the extended term and praying
that the same be duly considered and approved accordingly. The hearings on this case have been
completed and MERALCO filed its FOE on July 21, 2017. As at April 2, 2024, the contract term has
expired and MERALCO awaits the ERC’s final decision on the IPSA.
On April 15, 2019, in view of the National Grid Corporation of the Philippines (“NGCP”) forecast
that low voltage situations will occur for the weekdays of May up to the first half of June 2019 every
time the Luzon peak demand exceeds 11,200 MW, MERALCO signed two (2) separate IPSAs with:
(i) Millenium Energy, Inc. (“MEI”) for the purchase of 70 MW of electric power, subject to a net
dependable capacity test, from April 26, 2019 to June 25, 2019, from MEI’s Gas Turbine Power Plant
in Navotas Fishport Complex, Navotas City; and (ii) Therma Mobile, Inc. (“TMO”) for the purchase
of up to 200,000 kW contract capacity and associated energy, subject to restatement based on the
results of capacity test, from April 26, 2019 to April 25, 2020, from TMO’s 242 MW-installed
capacity, barge-mounted, bunker-fired diesel power generating and interconnection facilities in
Navotas City. For the said IPSAs, MERALCO also received the DOE’s grant of exemption from the
requirement for CSP. The applications for approval of said IPSAs were filed before the ERC on
April 17, 2019. In accordance with the said IPSAs, with the filing of the joint applications and DOE’s
exemption, the mutual obligations to sell and purchase power under said agreements were
implemented beginning April 26, 2019. On July 1, 2019, MERALCO filed its Compliance with FOE
on the TMO IPSA Joint Application. In addition, in light of the declarations of yellow and red alerts
in the Luzon Grid by NGCP, MERALCO and MEI, in a Letter Agreement dated June 20, 2019,
agreed to extend their IPSA until September 25, 2019. Further, given continuing declarations of
yellow and red alerts in the Luzon grid by NGCP, MERALCO and MEI, in a Letter Agreement dated
September 23, 2019, agreed to further extend their IPSA until April 25, 2020. MERALCO also
received the DOE’s grant of exemption from the requirement for CSP for said periods. In a Letter
Agreement dated January 28, 2020, MERALCO and MEI agreed on another extension of their IPSA
from April 26, 2020 to June 25, 2020 in view of DOE’s forecast, presented to MERALCO in a
meeting with the DOE on January 16, 2020, which showed red alert situation in the Luzon grid for
the period from April to June 2020. MERALCO wrote DOE on January 29, 2020 to request for
exemption from the requirement for CSP for said period. However, the PSA with MEI was not
extended as the DOE did not issue any exemption to be able to further extend the PSA. Thus, on
April 25, 2020, the PSA with MEI expired. On even date, the PSA with TMO also expired. As at
April 2, 2024, the cases remain pending with the ERC.
On September 28, 2021, in view of the Malampaya shutdown set for October 2021 that was to
coincide with the scheduled outage of other plants, MERALCO signed a Contract for Supply of
Electric Energy (“CSEE”) with PSALM for the supply of 90 MW for the period of ten (10) months
from September 26, 2021 to July 25, 2022. On even date, the DOE issued a Certificate of Exemption
from CSP in favor of MERALCO for the CSEE. With the DOE’s grant of exemption from the
requirement for CSP, the parties began implementation of the CSEE on September 29, 2021. The
application for approval of the CSEE with PSALM was filed on December 29, 2021. As at
April 2, 2024, the contract term has expired and the case is pending decision by the ERC.
*SGVFS189808*
- 111 -
On February 4, 2022, after being declared the winning power supplier in a CSP, MERALCO signed a
5-month PSA with SPPC for 170 MW contract capacity. The application for approval of
MERALCO’s emergency PSA with SPPC was filed with the ERC on March 22, 2022. On
July 25, 2022, the contract term has expired, thus, on September 2, 2022, MERALCO and SPPC
jointly filed a Manifestation with the ERC, informing it of the expiration of the PSAs’ contract term
and that the application for approval of the PSA is already deemed moot. As at April 2, 2024, the
contract term has expired and the ERC has not issued its final decision on this PSA.
On December 14, 2022, in connection with the sudden and unforeseen suspension of MERALCO’s
baseload PSA with SPPC for 670 MW and after receiving from the DOE a Certificate of Exemption
from the conduct of a competitive selection process (“COE-CSP”) pursuant to the 2021 Revised CSP
Circular, MERALCO signed a 1-month PSA with GNPower Dinginin Ltd. Co. (“GNPD”). The
GNPD emergency power supply agreement (“EPSA”) was implemented on December 15, 2022 and
filed with the ERC on April 5, 2023. Following MERALCO’s request for extension of the 1st GNPD
EPSA, given continued unavailability of contract capacity and non-delivery of associated energy
under the SPPC PSA (since the CA granted a writ of preliminary injunction to replace the TRO), the
parties executed another EPSA with GNPD dated February 3, 2023 (“2nd GNPD EPSA”), with term
until February 25, 2023. The 2nd GNPD EPSA was implemented on February 3, 2023 and filed with
the ERC on April 13, 2023 As at April 2, 2024, the contract terms of the said EPSAs have expired,
the cases’ hearings have been concluded, and the applications are pending decision by the ERC.
On April 29, 2023, MERALCO received via electronic mail, a copy of the ERC Order dated
April 11, 2023 (the “Show Cause Order”) alleging MERALCO’s purported violation of Sec. 2.2.1.2
of the 2021 Revised CSP Circular. The purported violation is predicated on ERC’s unilateral finding
that the generation rate under the 1st GNPD EPSA and 2nd GNPD EPSA is not equivalent to or lower
than the latest ERC-approved generation tariff for the same or similar technology in comparable areas
considering that GNPD’s EPSA rate is higher than the latest ERC-approved generation tariff for
similar technology (coal) in MERALCO’s area. The ERC compared the said rate with the
MERALCO and Panay Energy Development Corporation (“PEDC”) PSA provisionally approved last
February 23, 2022 in ERC Case No. 2022-001RC (the “PEDC PSA”). On May 15, 2023, MERALCO
filed its Verified Explanation (“Verified Explanation”) in compliance to the ERC’s Show Cause
Order. MERALCO explained that: (i) The COE-CSP issued by the DOE not only exempted
MERALCO from conducting a CSP for the EPSAs, but essentially certifies that the Distribution
Utility was able to meet the requisites for its issuance, thus, authorizing the EPSAs’ immediate
implementation; (ii) the immediate implementation of the 1st GNPD EPSA and 2nd GNPD EPSA is
consistent with Section 2.2.1.2 of the 2021 Revised CSP Rules considering that: (a) both the EPSAs’
cooperation periods are within the one (1) year period limitation; (b) the EPSAs were contracted to
address an emergency situation; and (c) the EPSAs are equivalent to or lower than the latest ERC-
approved generation tariff for same plant offered for the EPSA, which is actually the practice being
observed by the ERC in approving PSAs as show in previous Orders issued for other PSAs; (iii) the
ERC’s use of the PEDC PSA rate, which was released on the ERC’s online Database of Generation
Rates after the Show Cause Order was issued and after the expiration of the terms of the EPSAs, is
not comparable to the EPSA rates given the stark differences in circumstances.
On March 24, 2023 and April 11, 2023, in light of the injunction issued by the CA which suspended
implementation of MERALCO’s PSA with SPPC for 670 MW contract capacity, and after receiving
from the DOE a COE-CSP pursuant to the 2021 Revised CSP Circular, MERALCO signed EPSAs
with SPPC and TLI, respectively. The application for approval of the EPSAs with SPPC and TLI
were filed on July 27, 2023. As at April 2, 2024, the hearings have been concluded and the cases are
pending decision by the ERC.
*SGVFS189808*
- 112 -
In light of the CA’s Joint Decision, and the cessation of the SPI PSA on July 24, 2023, MERALCO’s
bilateral power supply contracts portfolio was reduced by 330 MW starting July 24, 2023. On
July 17, 2023, MERALCO sent out requests for proposals to various power suppliers in order to
address the 330 MW bilateral contract capacity deficit. On July 20, 2023, the only offer received was
from SPPC. On August 7, 2023, MERALCO and SPPC executed an EPSA for 330 MW, which was
implemented starting on August 26, 2023. The application for approval of the EPSA with SPPC was
filed on September 25, 2023. As at April 2, 2024, the hearings have been concluded and the case is
pending decision by the ERC.
Other contracts and commitments of MERALCO are disclosed in their consolidated financial
statements as at December 31, 2022.
Logistics
Discontinuation of Investments in Large-Scale Warehousing. Considering the changing landscape in the

Logistics space driven by the pace of digitalization in e-commerce and rapidly evolving end-to-end
consumer behavior, MMI has reassessed its priorities to direct its focus on areas where it can best serve
the needs and demands of the market. As such, it has decided to discontinue investments in capital
intensive, large-scale warehousing including the previously announced Sta. Rosa logistics hub. This
decision is also in line with the ongoing recalibration of capital allocation plans at the MPIC parent level.
MMI has ceased warehousing operations as of December 31, 2021.
Related to this decision, the MMI BOD approved the dissolution through amendments of the Articles of
Incorporation (i.e., shortening of corporate term up to December 31, 2022) and further winding down of
the following:
 the Trucking Companies, consisting of PremierTrucking, Inc., MetroPac Trucking Company, Inc.,
and TruckingPro, Inc.,
 LogisticsPro, Inc.;
 OneLogistics, Inc.; and,
 the Freight forwarding subsidiary, Premier Logistics, Inc.
MMI has established that continuing to operate at the current economic and business conditions is no
longer viable and the operations of these companies are not any more sustainable. Winding down
activities including, but not limited to, termination of contracts with clients, suppliers, lessors and
subcontractors, retirement of business permit and other special licenses, termination of employees, and
other corporate clean-ups were completed on April 30, 2022.
On June 14, 2018, MMI signed an agreement with The Property Company of Friends, Inc.
(“ProFriends”) for MMI’s acquisition of parcels of land with an aggregate size of 202 thousand square
meters located at General Trias, Cavite (the “Cavite Properties”). The Cavite Properties, with a total cost
of P
=1.015 billion (exclusive of applicable input and withholding taxes) (the “Purchase Price”), shall be
used by MMI to develop and manage distribution centers in the South for its existing and potential clients
in the fast-moving consumer goods, consumer durables, automotive and e-commerce spaces. As of
December 31, 2021, the parties have executed the corresponding deeds of absolute sale covering the
Properties, and MMI has already paid an aggregate amount of = P587 million (inclusive of VAT and net of
EWT). While the remaining balance of the Purchase Price amounting to P =500 million should have been
settled by MMI upon ProFriends’ submission of certificates of finality relating to the DAR
conversion/exemption orders covering the three (3) remaining lots last October 2021, MMI and
*SGVFS189808*
- 113 -
ProFriends agreed to defer such payment until April 2022 at the latest. The latest appraisal report of the
Cavite Properties as of November 29, 2021 amounted to =P606 million. In 2021, the Company
recognized an impairment provision of =P446 million to reflect the decline in value.
On December 19, 2018, MMI signed contracts to sell with various individual sellers for the
acquisition of parcels of land with an aggregate size of 219 thousand square meters (i.e., reduced area
net of right of way, eroded area and allowance for easement) located at San Rafael, Bulacan (the
“Bulacan Properties”). The Bulacan Properties, with a total cost of = P204 million (exclusive of
applicable input and withholding taxes), shall be used by MMI to develop and manage distribution
centers in the North for its existing and potential clients in the fast-moving consumer goods,
consumer durables, automotive and e-commerce spaces. Upon the execution of the contracts to sell,
MMI paid = P163 million (inclusive of VAT net of EWT), with the remaining outstanding portion to be
settled upon compliance with all of the conditions set, including but not limited to, the release of the
LGU reclassification order and DAR conversion/exemption orders, the execution of the
corresponding deeds of absolute sale and the transfer of the titles to MMI’s name. Three (3) years
from the execution of the contracts to sell, the Parties agreed for MMI to pay = P21 million representing
fifty percent (50%) of the remaining balance upon execution of the amendment agreement to the
contracts to sell dated December 20, 2021, and pending complete submission of the pending
deliverables. The latest appraisal report of the Bulacan Properties as at December 31, 2021 amounted to
=139 million. Similarly, the Company recognized an impairment provision of =
P P84 million to reflect
the decline in value (see Note 24).
Land Lease. On February 5, 2020, MMI entered into a twenty-five (25) year lease covering
approximately 52,751 square meters located in Sta. Rosa, Laguna. MMI intended to build a dry
goods and refrigerated warehouse facility on the site. The lease has a commencement date of
February 16, 2020 and expiring on February 15, 2045. The lease is subject to escalation provisions
and adjustment in accordance to market rent rate subject to rent review on the tenth anniversary and
ten years thereafter. MMI paid an upfront fee of =
P35 million and recognized ROU asset of
=
P489 million as at lease commencement date. MMI was granted a rent-free period from February
2020 and rental payment will start in August 2022.
In view of MPIC’s decision to discontinue the warehousing business, all related leases have been
terminated as of December 31, 2021. The termination has resulted in a gain of P
=54 million and
brought the balances of ROU and lease liability to nil.
Others
Buhay Ventures Holdings (PH) Inc.’s (“Buhay”) Investment in MPH. On December 9, 2019, MPIC,
together with MPH, completed a series of transactions for the investment and entry of global
investment firm Kohlberg Kravis Roberts & Co. (“KKR”), alongside Investment Private Limited
(“Arran”), in and to, MPH. Included in the series of transactions are the following:
 Buhay, a subsidiary of KKR, subscribed to, a mandatorily exchangeable bond, at the principal
issue value of =
P30.1 billion (the “Buhay Exchangeable Bond”). The Buhay Exchangeable Bond
can be exchanged to 239,932,962 common shares of MPH owned and held by MPIC (“Buhay EB
Underlying Shares”). The Buhay EB Underlying Shares represent approximately 15.88% of the
issued and outstanding capital stock of MPH, entitled to vote, on a fully diluted basis. The Buhay
Exchangeable Bond’s subscription price shall be settled: (i) =
P26,091 million on completion date;
(ii) =
P1,602 million one hundred eighty (180) days after the completion date; and (iii)
=2,404 million on the first anniversary of the completion date. Receivable from Buhay was fully
P
collected in 2020.
*SGVFS189808*
- 114 -
 Arran reinvested alongside Buhay. This transaction involved the acquisition by KKR of Arran’s
Exchangeable Bond and Arran’s directly owned shares in MPH. On July 2, 2014, Arran paid
=6.5 billion as consideration for an Exchangeable Bond issued by MPIC which can be
P
exchanged, in the future, into 158,137,590 shares common shares of MPH (the “Arran
Exchangeable Bonds”). The terms of the Arran Exchangeable Bond have been amended to align
with the terms of the Buhay Exchangeable Bond.
Buhay as holder, shall be entitled, among others, to exchange the Exchangeable Bonds (Buhay
Exchangeable Bond and Arran Exchangeable Bonds) for all of the underlying shares on the
earlier of (i) thirty (30) days after the date the common shares of MPH, including the underlying
shares, are first listed on the PSE following its initial public offering of shares and (ii) the date
that is 10 years from the issue date of the Exchangeable Bonds (“Mandatory Exchange Date”).
Interest applicable to the Exchangeable Bonds shall be equivalent to the actual dividend yield of
the underlying shares.
 As part of KKR’s investment in MPH, MPIC granted in favor of KKR the following options (Call
Options): (i) an irrevocable option, exercisable after the completion of this transaction, to require
MPIC to sell to the Investor (and/or one or more of its designees) all or a portion of MPIC’s
shares in MetroPac Apollo Holdings, Inc. (“Apollo”); and (ii) an irrevocable option, exercisable
after Signing date, to require MPIC to sell to one or more newly established Philippine domestic
companies or investment vehicles, each of which is wholly and beneficially owned by Filipino
citizens who have relevant expertise and experience beneficial to the business of MPH. Apollo, a
Philippine registered company (in which MPIC has 65% ownership as at December 31, 2023 and
December 31, 2022) owns and holds all the outstanding voting preferred shares issued by MPH.
The fair value of the call options was estimated at the Call Option Agreement date using a
binomial pricing model, taking into account the terms and conditions on which the options were
granted. The exercise price is calculated based on the formula set forth in the Call Option
Agreement. The Call Options can be exercised anytime up to ten years. As at December 31,
2023 and December 31, 2022, the fair value of the option liability under “Accounts payable and
other current liabilities” account is estimated at =
P9 million and P
=6 million, respectively
(see Note 15).
The abovementioned series of transactions provided Buhay an economic interest of approximately

80%, on fully diluted basis post conversion of the Exchangeable Bonds. These transactions resulted
to the deconsolidation of MPH beginning December 9, 2019 with the recognition of gain on
deconsolidation amounting to =P25,908 million, net of provisions for estimated tax warranties and
indemnities of =
P2,568 million at the date of deconsolidation. The provisions amounted to
=2,386 million as at December 31, 2023 (see Note 16).
P
Joint Credit Mechanism (“JCM”) Program. On October 4, 2019, ITOCHU Corporation

(“ITOCHU”; the parent company of ITOCHU Singapore Pte Ltd.) filed an application with the
Japanese Ministry of Environment (“MOE”) under the JCM Program, using the Dole Project.
ITOCHU Singapore Pte Ltd. (“ITOCHU Singapore”) as at January 30, 2020 is a shareholder in
SBVC at 10% equity ownership. The JCM Program encourages projects to use low carbon
technologies and infrastructure that contribute to sustainable development in developing countries
such as the Philippines. The Japanese Government provides grants in the form of cash with no
interest or repayment terms, to finance facilities and equipment that will reduce carbon dioxide from
the environment. As a condition of the grant, the MOE takes portion of the JCM Carbon Reduction
Credits and delivers this to the Japanese Government to help Japan achieve its overall emissions
reduction targets.
*SGVFS189808*
- 115 -
Because the application needs to be completed and submitted by a Japanese entity, ITOCHU is the
main Project Participant with MVPHI and SBVC as Partner Participants.
ITOCHU, ITOCHU Singapore and ITOCHU Corp. Manila Branch (collectively, the “ITOCHU
Parties”), MVPHI and SBVC entered into an “Agreement on JCM Model Project” which provisions
included among others: (i) internal procedure and mechanism to allocate certain responsibilities in
order to effectively apply for and implement the JCM Model Project; (ii) allocation of the subsidy
between MVPHI (60% of the subsidy) and ITOCHU Parties (40%); and (iii) in case the MOE
requires return of the subsidy, each party is responsible for the return of the subsidy in proportion to
their stipulated allocation ratio.
On October 29, 2019, the Grant Decision Notice was received by ITOCHU with an approved gross
and net subsidy amounting to JPY1,517,419,852 and JPY758,709,000, respectively. On
May 20, 2020 and May 10, 2021, MVPHI received its share of the first and second tranches of the
JCM Grant amounting to JPY254 million (approximately P =120 million) and JPY81 million
(approximately =P35 million), respectively. Further cash distributions from the JCM are expected in
2022. In April 2022, MPVHI received the third tranche amounting JPY38.1 million (approximately
=16.3 million). The last tranche amounting to JPY81.8 million (approximately =
P P33.7 million) was
received in March 2023.
As the JCM Grant requires the fulfilment of certain obligations, the amount received by MVPHI is
recorded as deferred income under ‘Other long-term liabilities’ account and shall be recognized as
income over the life of the Dole Project as obligation to deliver carbon credits is fulfilled.
Disposition of 34.9% Interest in MPLRC by MPIC. On May 28, 2020, MPIC entered into an
agreement with Sumitomo Corporation (“Sumitomo”) for the acquisition by Sumitomo of a 34.9%
interest in MPLRC. MPLRC has an aggregate 55% interest in LRMC. The agreement provides for
Sumitomo’s right to issue a put notice for all the MPLRC shares it owns in the event of a deadlock
(following unsuccessful mediation procedures) and in the event of MPIC’s default on its obligations
under the shareholders’ agreement.
As at December 31, 2023 and 2022, the option liability under “Accounts payable and other current
liabilities” account amounting to =P5,422 million and =
P4,239 million, respectively, was recognized in
relation to the NCI put option (see Note 15). The difference between the financial liability and the
non-controlling interest attributable to Sumitomo amounting to =P2,086 million and =P1,064 million,
was recognized in equity reserve as at December 31, 2023 and December 31, 2022, respectively.
Acquisition of Axelum Resources Corporation (“ARC”). On February 6, 2023, through its wholly-
owned subsidiary, MPAV, MPIC entered into a sales and purchase agreement with a group of sellers
to acquire approximately 31.33% interest in ARC for a consideration of approximately = P4.82 billion.
On the same day, MPAV and ARC entered into an agreement to subscribe to 200 million redeemable
preferred shares of ARC for a consideration of P=0.5 billion. On December 22, 2023, MPAV paid an
initial amount of P
=3,873 million, with the remaining amount to be paid upon the achievement of
certain EBITDA targets of ARC. As of December 31, 2023, the Company recognized a contingent
liability amounting to =
P1,253 million for the balance. As a result of this transaction, MPAV now has
approximately 34.76% voting interest in ARC.
ARC is a Philippine-listed corporation and is a fully-integrated manufacturer of high-quality coconut

products for domestic and international food and beverage companies. ARC uses all parts of the
coconut in its production resulting to a full-line of products, including coconut water, desiccated
coconuts, coconut milk powder, coconut milk/cream, reduced fat coconut, sweetened coconut,
coconut oil, and other coconut products.
*SGVFS189808*
- 116 -
Investment in PLDT Global Investments Corporation (“PGIC”). In April 2022, MPIC invested
USD$56.5 million to PGIC in exchange for preference shares. PGIC is a company incorporated in the
British Virgin Islands. As at December 31, 2023, the investment is booked under “Other Noncurrent
Assets” in the consolidated statements of financial position.
Share purchase agreement with SP New Energy Corporation (“SPNEC”). On March 28, 2023, MPIC
has entered into a definitive agreement to invest ₱2 billion to acquire 1.6 billion common shares or
16% of SPNEC from its parent Solar Philippines Power Project Holdings, Inc. ("SPPHI"). As at
December 31, 2023, the investment is booked under “Other Noncurrent Assets” in the consolidated
statements of financial position.
30. Contingencies
Water
Rate Rebasing-Related Proceedings
 2013-2017 Rate Rebasing - Domestic Arbitration. MWSS released Board of Trustees Resolution
No. 2013-100-RO dated September 12, 2013 and MWSS RO Resolution No. 13-010-CA dated
September 10, 2013 on the rate rebasing adjustment for the rate rebasing period 2013 to 2017
(“Fourth Rate Rebasing Period”) reducing Maynilad’s 2012 average all-in basic water charge by
4.82% or =
P1.46 per cubic meter (“cu.m.”) or =
P0.29 per cu.m. over the next five years.
On October 4, 2013, Maynilad filed its Dispute Notice before the Appeals Panel. This Dispute
Notice is a referral to the Appeals Panel for Major Disputes of the dispute between Maynilad, on
the one hand, and MWSS and the MWSS RO, on the other. The Dispute relates to the
determination by the MWSS RO, in accordance with Section 9.4.2 of the OCA, of the Rebasing
Adjustment as embodied in Resolution No. 13-010-CA.
On December 17, 2013, the MWSS RO released Resolution No. 13-011-CA regarding the
implementation of a status quo for Maynilad’s Standard Rates and Foreign Currency Differential
Adjustments (“FCDA”) for any and all its scheduled adjustments until such time that the Appeals
Panel has issued its arbitral award.
On January 5, 2015, Maynilad officially received the Appeals Panel’s award dated
December 29, 2014 upholding Maynilad’s alternative Rebasing Adjustment for the Fourth Rate
Rebasing Period of 13.41% or its equivalent of = P4.06 per cu.m. (“First Award”). This increase
has effectively been reduced to = P3.06 per cu.m, following the integration of the P
=1.00 Currency
Exchange Rate Adjustment (“CERA”) into the basic water charge. To mitigate the impact of the
tariff increase on its customers, Maynilad offered to stagger its implementation over a three-year
period.
The First Award, being final and binding on the parties, Maynilad asked the MWSS to cause its
Board of Trustees to approve the 2015 Tariffs Table so that the same can be published and
implemented 15 days after its publication.
However, the MWSS and the MWSS RO have chosen, over Maynilad’s repeated objections, to
defer the implementation of the First Award despite it being final and binding on the parties. In
its letter dated February 9, 2015, the MWSS and MWSS RO, who received their copy of the First
Award on January 7, 2015, informed Maynilad that they have decided to await the final outcome
of their arbitration with the other concessionaire, Manila Water, before making any official
pronouncements on the applicable resulting water rates for the two concessionaires.
*SGVFS189808*
- 117 -
 2013-2017 Rate Rebasing - International Arbitration. In a decision dated July 24, 2017, the
Arbitral Tribunal (“Tribunal”) unanimously upheld the validity of Maynilad’s claim against the
Undertaking Letter to compensate Maynilad for the delayed implementation of its relevant tariffs
for the rebasing period 2013 to 2017 (“Second Award”).
The Tribunal ordered the ROP to reimburse Maynilad the amount of = P3.4 billion for losses from
March 11, 2015 to August 31, 2016, without prejudice to any rights that Maynilad may have to
seek recourse against MWSS for losses incurred from January 1, 2013 to March 10, 2015.
Further, the Tribunal ruled that Maynilad is entitled to recover from the ROP its losses from
September 1, 2016 onwards. In case a disagreement on the amount of such losses arises,
Maynilad may revert to the Tribunal for further determination.
Subsequently, Maynilad agreed with the corrected computation by the ROP of Maynilad’s
revenue losses from March 11, 2015 to August 31, 2016 in the amount of =
P3.18 billion (with cost
of money as of August 31, 2016).
On February 11, 2019, Maynilad wrote the DOF about the amount of its updated claim for
compensation by the ROP, which is = P6.7 billion (“Actual Losses”), with a request that the DOF
order the MWSS and the MWSS RO to meet with Maynilad to agree and discuss a proposed
settlement of the updated claim. The DOF never responded to this letter.
On December 10, 2019, during a joint hearing of the Congressional Committees on Public
Accounts and Good Government and Public Accountability, Maynilad made an oral offer to
waive its claims against ROP for the Actual Losses representing Maynilad’s foregone revenues
for the period March 11, 2015 to December 31, 2017.
On January 2, 2020, Maynilad executed the Release From and Waiver of Claim on Arbitral
Award (“Waiver”) in favor of the ROP. In the Waiver, Maynilad, particularly its shareholders
MPIC and DMCI Holdings, Inc. (“DMCI”), unconditionally waived its claim against the ROP for
the payment of the Actual Losses, and released and discharged the ROP, including the MWSS,
from any liability or obligation with respect thereto. Maynilad emphasized that the Waiver does
not constitute an admission of any unlawful act or liability of any kind on the part of Maynilad
and the ROP, and may not be used as evidence in any legal proceeding except to enforce or
challenge its terms. The waiver was unanimously ratified on March 2, 2020 by the Maynilad
Board of Directors after consultation with the three major shareholders of Maynilad namely,
MPIC, DMCI and Marubeni Corp.
 Rate Rebasing: 2018-2022. On March 31, 2017, Maynilad submitted a five-year business plan to
the MWSS RO for the new rate rebasing covering the years 2018 to 2022 with its proposed rate
adjustments.
On September 13, 2018, the MWSS issued Resolution No. 2018-136-RO adopting RO Resolution
No. 2018-09-CA dated September 7, 2018 granting Maynilad a partial rate adjustment of
=5.73/cu.m. for the Fifth Rate Rebasing Period to be implemented on an uneven staggered basis
P
of (i) =
P0.90/cu.m. effective October 1, 2018; (ii) =P1.95/cu.m. effective January 1, 2020,
(iii) P
=1.95/cu.m. effective January 1, 2021, and (iv) P=0.93/cu.m. effective January 1, 2022. The
approved rate adjustment still did not include the CIT component to which Maynilad is entitled
by virtue of the First Award. In their Resolutions, the MWSS and MWSS RO stated that the
inclusion of the CIT in Maynilad’s tariff is subject to the SC’s resolution of MWSS’s Petition for
Review.
*SGVFS189808*
- 118 -
To preserve its right to the CIT which has already been adjudged in its favor in the First Award,
and pursuant to Article 12 of its original concession agreement, Maynilad, on October 12, 2018,
filed a Dispute Notice, signaling the start of another arbitration. However, on November 9, 2018,
MWSS and Maynilad filed a joint application with the Appeals Panel to suspend proceedings to
give the parties time to try to settle their differences amicably.
In January 2020, President Duterte ordered the review of the concession agreements on the
ground that the same allegedly contained onerous provisions that were unfavorable to the ROP
and the consuming public. The President formed an Executive Committee, composed of the
Executive Secretary, the Secretary of Justice, the Solicitor General, a representative of the
Department of Finance and the BCDA, tasked to review the Maynilad CA. Because of the
review, the rate adjustments for 2020 and 2021 were both suspended. Maynilad was able to
implement only the first tranche on October 1, 2018, its first tariff adjustment since Maynilad
filed an arbitration case against MWSS in 2013.
Following the Executive Committee’s review of the Maynilad CA, Maynilad and the MWSS
signed the RCA on May 18, 2021. One of the conditions precedents to the effectivity of the RCA
was Maynilad’s execution of a Release, Waiver and Quitclaim, expressly forfeiting the First
Award in favor of the MWSS.
The RCA also stipulates that there shall be no rate adjustment until December 31, 2022.
In a decision promulgated by the Supreme Court on December 7, 2021, which was received by
Maynilad on May 17, 2023, the Supreme Court, in the consolidated petitions filed by civil society
groups5, declared the OCA and its term extension valid but also declared Maynilad a public utility
and consequently forbade it from recovering corporate income tax, in accordance with the
Supreme Court’s ruling in the Meralco case. This ruling, together with Maynilad’s legislative
franchise, have finally put to rest all of Maynilad’s claims for inclusion of the corporate income
tax as a recoverable expense pursuant to the First Award.
 Rate Rebasing: 2023-2027. On October 24, 2022, Maynilad completed its public consultations
for the 2023-2027 Rate Rebasing exercise. The results of the exercise, including updated targets
for key Service Obligations (Water and Wastewater Coverage, Water Service Level and Non-
Revenue Water) as well as the undertaking of more than ₱160 billion worth of capital expenditure
projects over the period 2023-2027 have been shared via public consultations.
The proposed Business Plan for the 2023-2027 Rate Rebasing also involves the “catch-up”
implementation in 2023 of inflation adjustments for 2020-2022, followed by a phased
implementation of further tariff increases between 2024-2027.
On November 10, 2022, the MWSS BOT approved Maynilad’s Rate Rebasing Adjustment for the
6th Rate Rebasing Period on a staggered basis as follows: (i) P3.29/cu.m. effective January 1,
2023; (ii) P6.26/cu.m. January 1, 2024; (iii) P2.12/cu.m. effective January 1, 2025; (iv) P0.84 to
P1.01/cu.m. effective January 1, 2026; and (v) P .80 to P1.01/cu.m. effective January 1, 2026.
The environmental charge will increase from 20% to 25% starting January 1, 2025 subject to
Maynilad’s attainment of sewer coverage of 25% by the end of 2024.
5
Maynilad v. National Water Resources Board, et.al., G.R. No.181764; Waterwatch Coalition Inc. v. MWSS, et.al, G.R. No.
207444; Water for All Refund Movement v. MWSS, et.al., G.R. No. 208207; Virginia Javier, et.al. v. MWSS, et.al., G.R. No.
210147; Abakada-Guro Party List v. MWSS, et. al., G.R. No. 213227; Bayan Muna v. MWSS, et.al. G.R. No. 219362.
*SGVFS189808*
- 119 -
The implementation of the staggered tariff beginning 2024 is subject to Maynilad’s being able to
attain its targets for water supply, continuity and coverage provided in the 2022 Approved
Business Plan, as determined by the MWSS RO. On December 15, 2022, Maynilad caused the
publication of its Tariff Table, with the tariff adjustments to take effect on January 1, 2023.
On November 29, 2023, the MWSS BOT, through Resolution No. 2023-146-RO, approved
Maynilad’s new standard rates table with a Rate Adjustment Limit (“RAL”) of = P19.83%,
composed of P=3.53% “C” factor and 16.30% “R” factor. The RAL as applied to the 2023 basic
charge of 39.70/cu.m. resulted in an average adjustment of 7.87/cu.m. to the basic charge. On
December 15, 2023, Maynilad caused the publication of its Tariff Table, with the tariff
adjustments to take effect on January 1, 2024.
Disputes with MWSS
In prior years, Maynilad has been contesting certain charges billed by MWSS relating to: (a) the basis
of the computation of interest; (b) MWSS cost of borrowings; and (c) additional penalties.
Consequently, Maynilad has not provided for these additional charges. These disputed charges were
effectively reflected and recognized by Maynilad as Tranche B Concession Fees amounting to
US$30.1 million by virtue of the Debt and Capital Restructuring Agreement (“DCRA”) entered into
in 2005. Maynilad also paid US$6.8 million in 2005 as an additional amount of Tranche B
Concession Fees determined by the Receiver.
Maynilad reconciled its liability to MWSS with the confirmation and billings of MWSS. The
difference between the amount confirmed by MWSS and the amount recognized by Maynilad
amounted to = P5.0 billion and P
=5.1 billion as at December 31, 2023 and 2022. The difference mainly
pertains to disputed claims of MWSS consisting of additional Tranche B Concession Fees, borrowing
cost and interest penalty under the Concession Agreement (prior to the DCRA). Maynilad’s position
on these charges is consistent with the Receiver’s recommendation which was upheld by the
Rehabilitation Court.
Following the issuance of the Rehabilitation Court’s Order on December 19, 2007 disallowing the
MWSS’ disputed claims and the termination of Maynilad’s rehabilitation proceedings, Maynilad and
MWSS sought to resolve the matter in accordance with the dispute resolution requirements of the
Transitional and Clarificatory Agreement (“TCA”).
Prior to the DCRA, Maynilad has accrued interest on its payable to MWSS based on the terms of the
Concession Agreement, which was disputed by MWSS before the Rehabilitation Court. These
already amounted to = P985 million as at December 31, 2011 and have been charged to interest expense
in prior years. Maynilad maintains that the accrued interest on its payable to MWSS has been
adequately replaced by the Tranche B Concession Fees discussed above. Maynilad’s position is
consistent with the Receiver’s recommendation which was upheld by the Rehabilitation Court. With
the prescription of the TCA and in light of Maynilad’s outstanding offer of US$14 million to fully
settle the claim of MWSS, Maynilad reversed the amount of accrued interest in excess of the
US$14.0 million settlement offer amounting to = P378 milllion in 2012. The remaining balance of
=607 million as at December 31, 2023 and 2022 (see Note 17), which pertains to the disputed interest
P
penalty under the Concession Agreement prior to DCRA, has remained in the books pending
resolution of the remaining disputed claims of MWSS.
*SGVFS189808*
- 120 -
Real Property Taxes (“RPT”) Assessment on Common Purpose Facilities
On October 13, 2005, the Parent Company and Manila Water (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 P357.1 million. It is the position
of the Concessionaires that it is the ROP that owns these properties, and is therefore, exempt from
real property taxes.
On September 5, 2022, the CBAA ruled that the Water Concessionaires and MWSS are not liable for
real property tax on the land and common purpose facilities. On October 11, 2022, the Province of
Bulacan and Municipality of Norzagaray appealed the CBAA Decision by way of a Petition for
Review to the CTA. On May 26, 2023, the CTA En Banc dismissed the Petition without prejudice
due to the petitioners’ repeated failure to comply with the Rules of Civil Procedure and the lawful
orders of the CTA.
Clean Water Act (“CWA”) Case
The DENR charged the MWSS and the Water Concessionaires with violation of the CWA for having
failed to comply with the mandatory connection of houses and establishments to the existing
sewerage line within five years from the effectivity of the CWA, as prescribed by Section 8 of the
CWA. In October 2009, the Pollution Adjudication Board (“PAB”) of the DENR and the Secretary of
the DENR issued an order finding MWSS and the Water Concessionaires in violation of Section 8 of
the CWA and imposing a joint and solidary fine of = P29 million, and a daily penalty of P
=200,000
(the fine imposed by the PAB is reckoned from May 6, 2009, or five years from the date of effectivity
of the CWA).
MWSS and the Concessionaires each filed a petition for review before the CA, all of which were
dismissed. Thus, the parties each filed a petition for review on certiorari before the SC, which ordered
that the petitions be consolidated.
On September 17, 2019, Maynilad, through its external counsel, received a copy of the SC En Banc
decision, dated August 6, 2019, in the case of Maynilad vs The Secretary of the Department of
Environment and Natural Resources, et al (the “CWA Decision”). The SC affirmed, with
modifications, the decisions of the CA finding the Concessionaires and MWSS guilty of violating
Section 8 of the CWA. For violating Section 8, the SC held each of the Concessionaires jointly and
severally liable with the MWSS for ₱921.5 million for the period May 7, 2009 (the day following the
lapse of the five-year period provided in Section 8) to August 6, 2019, the date of the decision’s
promulgation. The fine is to be paid within 15 days from the time the CWA Decision becomes final.
In addition, MWSS and the Water Concessionaires will be liable for the initial amount of
₱322,102.00 a day, subject to a further 10% increase every two years, pursuant to Section 28 of the
CWA, until full compliance with the mandate of Section 8. A 6% interest will be imposed on the total
amount of the fines should there be a delay in its payment.
On October 2, 2019, Maynilad filed a Motion for Reconsideration (“MR”) of the decision with the
SC.
In the meantime, Maynilad was granted a legislative franchise under Republic Act No. 11600
(“RA 11600”) in December 2021 to establish, operate, and maintain a waterworks system and
sewerage and sanitation services in the West Zone Service Area of Metro Manila, including some
parts of the Province of Cavite. RA 11600 became effective on January 22, 2022.
*SGVFS189808*
- 121 -
On March 10, 2022, Maynilad filed a Manifestation with Motion before the SC to
(i) inform it of the grant of a legislative franchise to Maynilad which provides, among others, for the
achievement of 100% sewerage coverage only in 2037; and (ii) pray for the reversal of the CWA
fines, or at the very least, of the fines accruing following the effectivity of RA 11600.
The SC promulgated the Resolution dated July 19, 2022 (“SC CWA Resolution”), which granted in
part the MR of Maynilad and modified the CWA Decision. The SC still found the Water
Concessionaires and MWSS liable for fines for violation of Section 8 of the CWA and ruled that the
Water Concessionaires jointly and severally liable with the MWSS for the base amount of =P30,000.00
per day of violation counting from May 7, 2009, and subject to a 10% increase every two years, until
January 21, 2022. The total fine amounted to approximately =P202 million and must be paid within
15 days from receipt of the SC CWA Resolution so that same will not earn a 6% interest per annum.
Maynilad attempted twice in November 2022 to settle the fine of approximately = P202 million with
the Environmental Management Bureau (“EMB”) but the latter refused to accept the same. Maynilad
later learned that EMB’s refusal to accept the payment is due to the filing by PAB of a Motion for
Partial Reconsideration of the Decision with the Supreme Court. The PAB prayed for the
reinstatement of the daily penalty to =
P200,000.00.
In the meantime, to ensure that Maynilad will not be held liable for interest charges for not paying the
fine within 15 days from its receipt of the SC CWA Resolution, Maynilad informed the SC on
December 5, 2022, by way of a Manifestation, of its tender of payment which the EMB refused. On
February 3, 2023, Maynilad received a notice from the SC (dated January 17, 2023) of a resolution
(“Final SC CWA Resolution”). The Final SC CWA Resolution (i) affirmed the SC CWA Resolution,
(ii) denied, with finality, the PAB’s Motion for Partial Reconsideration, (iii) informed the parties that
the SC will no longer entertain any further pleadings or motions, and (iv) ordered the entry of
judgment immediately. In compliance with the Final Resolution, Maynilad paid EMB on
February 15, 2023 the total amount of P =202.3 million.
Petition for the Issuance of a Writ of Kalikasan
Water for All Reform Movement (“WARM”) filed a Petition before the Court of Appeals praying for
the issuance of a Writ of Kalikasan to enjoin the Maynilad and Manila Water from implementing a
combined drainage and sewerage system as it supposedly violates Sections 27 (a) and I of the CWA,
which prohibit the direct deposit and transport of sewage into water bodies.
WARM additionally claims that the (i) Sanitation Code has already been repealed by the CWA, and
(ii) the Concessionaires are in continuing violation of the Writ of Continuing Mandamus issued by
the SC in the Manila Bay Case.
It is the position of the Water Concessionaires that (i) the Writ of Continuing Mandamus is not a law,
(ii) there are no grounds for the issuance of the Writ of Kalikasan, and (iii) the Sanitation Code
(which expressly allows the installation of a combined system) has not been repealed by the CWA.
The Court of Appeals dismissed the Petition filed by WARM citing that the installation of a
combined drainage and sewerage system is allowed under Presidential Decree No. 856, otherwise
known as the Sanitation Code.
WARM elevated the Court of Appeal’s decision via Certiorari to the SC in 2014. The SC, on
July 11, 2017, issued a resolution consolidating this Petition with the pollution case that was filed by
the DENR.
*SGVFS189808*
- 122 -
On July 19, 2023, Maynilad received a copy of the Decision of the SC denying the petition and
affirming the resolutions of the CA. The SC ruled that WARM failed to prove that the elements for
the issuance of a Writ of Kalikasan are present because it did not present any concrete proof of
violation of the laws cited in its petition; and it failed to pursue the appropriate administrative
remedies before the DENR, the primary agency mandated to implement environmental policies of the
State.
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. Other disclosures required by PAS 37 were not provided as it may prejudice
Maynilad’s position in on–going claims, litigations and assessments.
Toll Operations
NLEX Toll Rate Adjustments
NLEX Corp., as petitioner-applicant, filed petitions for approval of periodic toll rate adjustment with
the TRB praying for the adjustment of the toll rates for the NLEX, effective January 1, 2013 (the
“2012 Petition”), January 1, 2015 (the “2014 Petition”), January 1, 2017 (the “2016 Petition”),
January 1, 2019 (the “2018 Petition”), January 1, 2019 (the “2020 Petition”) and January 1, 2023 (the
“2022 Petition”).
Petition Date Filed Effectivity

2012 Petition June 2012 January 1, 2013
2014 Petition September 2014 January 1, 2015
On January 22, 2019, NLEX Corp., as petitioner-applicant, filed a petition for implementation of
approved adjustment to authorized toll rates with application for provisional relief with the TRB
praying for the adjustment of the toll rate for the NLEX Open System effective February 15, 2019
upon completion of the NLEX Harbor Link Project (NLEX Segments 9 and 10) (the “Segment 10
Add-on Toll Rate Petition”).
On June 6, 2020, NLEX Corp., as petitioner-applicant, filed an amended petition for implementation
of approved adjustment to authorized toll rates with application for provisional relief with the TRB
praying for the adjustment of the toll rate for the substantially completed Segment 10: C3-R10
Section (the “C3-R10 Add-on Toll Rate Petition”).
On February 18, 2021, NLEX Corp., as petitioner-applicant, filed a petition for implementation of
adjustment to authorized toll rates with application for provisional relief with the TRB praying for the
adjustment of the toll rate for the substantially completed expansion of NLEX Segment 7 and San
Fernando Interchange (the “NLEX Lane Widening Phase 2 Add-on Toll Rate Petition”).
2012 Petition and 2014 Petition. On February 15, 2019, NLEX Corp. received a Consolidated
Resolution dated October 2018 issued by the TRB which approved and allowed NLEX Corp. to
implement the toll rate adjustment indicated therein on a staggered basis in 2018, 2020, 2021, and
2023. On March 20, 2019, the TRB issued a Notice to Start Collection effective March 21, 2019. On
*SGVFS189808*
- 123 -
September 30, 2020, NLEX Corp filed with the TRB a Manifestation of Compliance stating the
completion of publication of the toll fee matrix with the second tranche and praying for the issuance
of a Notice to Start Collection. On October 9, 2020, the TRB issued a Notice to Start Collection of the
second tranche effective immediately. On May 6, 2021, the TRB issued a Notice to Start Collection
of the third tranche.
On February 7, 2023, NLEX Corp. received a Notice to Start Collection for the fourth tranche.
On June 15, 2023, NLEX Corp. implemented the 4th and last tranche of the periodic toll rate
adjustments.
2016 Petition. On January 6, 2022, NLEX Corporation received a Resolution dated July 2021 issued
by the TRB which approved and allowed NLEX Corp. to implement the toll rate adjustments
indicated therein on a date not earlier than January 1, 2022 in the interest of the general welfare. The
TRB directed NLEX Corporation to cause the publication of the adjusted authorized toll rates in a
newspaper of general circulation prior to the issuance of a Notice to Start Collection. On
March 22, 2022, the TRB issued a Notice to Start Collection. On May 12, 2022, NLEX Corp.
implemented the periodic toll rate adjustments.
2018, 2020 and 2022 Petitions. On February 20, 2023, NLEX Corp. received a letter from the TRB
informing the Company of the TRB’s approval of the consolidated 2018 and 2020 Petitions. The TRB
has directed the Company to implement the provisionally approved toll adjustment in two (2) equal
tranches over 2023 and 2024 in order to mitigate the impact on inflation. NLEX Corp. has yet to
receive regulatory approval for the 2022 Petitions.
Segment 10 Add-on Toll Rate Petition. On March 5, 2019, the TRB issued a letter to NLEX Corp.
stating that the TRB (a) conditionally approved the subject petition and granted NLEX Corp.
provisional authority to collect the add-on tolls for the open system of the NLEX and (b) allowing the
implementation of the new authorized toll price for the NLEX (the “Integrated Toll Fee Matrix”)
attached to the letter. The Integrated Toll Fee Matrix includes both: (a) the first tranche of the
approved adjusted toll rates in the 2012 Petition and 2014 Petition stated in the TRB’s Consolidated
Resolution dated October 2018; and (b) the provisionally approved add-on toll rates in the Segment
10 Add-on Toll Rate Petition. On March 20, 2019, the TRB issued a Notice to Start Collection
effective March 21, 2019.
C3-R10 Add-on Toll Rate Petition. On August 5, 2020, the TRB issued a resolution which
provisionally approved and allowed NLEX Corp. to implement the add-on toll for the open system
subject of the petition. On November 20, 2020, the TRB issued a notice to start collection effective
November 23, 2020.
NLEX Lane Widening Phase 2 Add-on Toll Rate Petition. On October 21, 2021, the TRB issued a
notice to start collection of the provisional add-on toll for the closed system effective immediately.
SCTEX Toll Rate Adjustments
On October 27, 2015, NLEX Corp was granted the right and obligation to manage, operate, and
maintain the SCTEX under the terms of the Business Agreement between NLEX Corp. and BCDA.
Under the agreements covering the SCTEX, toll rate adjustment petitions shall be filed with the TRB
yearly. Prior to October 27, 2015, the BCDA filed petitions for toll rate adjustment effective in 2012,
2013, and 2015 (SCTEX Petitions). Thereafter, on September 29, 2016 (2016 SCTEX Petition), and
September 30, 2020 (2020 SCTEX Petition), NLEX Corp, as petitioner-applicant, filed a petition for
toll rate adjustment effective January 1, 2017 and January 1, 2021 and January 1, 2023, respectively.
*SGVFS189808*
- 124 -
SCTEX Petitions. On June 14, 2019, NLEX Corp. implemented the Petition for Periodic Toll Rate
adjustment effective 2012 in relation to the SCTEX. On June 1, 2022, NLEX Corp. implemented the
Petition for Periodic Toll Rate Adjustment effective 2017 in the SCTEX.
2020 and 2022 SCTEX Petitions. On July 5, 2023, NLEX Corp. received a Consolidated Resolution
dated April 24, 2023 issued by the TRB which approved and allowed NLEX Corp. to implement the
provisional toll rate adjustments in the 2020 and 2022 SCTEX Petitions on a staggered basis, in three
(3) tranches, equally distributed for the years 2023, 2024 and 2025, not earlier than 01 July 2023. On
August 15, 2023, the TRB issued a Notice to Start Collection of the first tranche. On
October 17, 2023, NLEX Corp implemented the first tranche of the periodic toll rate adjustments.
2023 SCTEX Petition. On September 28, 2023, NLEX Corp. filed a Petition for Periodic Toll Rate
Adjustment effective 2024 (“SCTEX 2023 Petition”). NLEX Corp. has yet to receive regulatory
approval for this Petition.
NLEX-SLEX Connector Road Toll Rate Adjustments
NLEX—SLEX Connector Road Project Petition. On March 9, 2023, NLEX Corp. filed a Petition for
the implementation of the Fractional Initial Base Toll (for Section 1) of the NLEX – SLEX Connector
Road Project with application for provisional Relief with the TRB (“Connector Petition”). On
July 3, 2023, NLEX received the TRB Notice to Start Collection for the provisional Fractional
Opening Base Toll Rate for Section 1 of the NLEX – SLEX Connector Road Project which shall take
effect immediately. On July 20, 2023, the TRB issued an Order directing NLEX Corp., to publish in
full the contents of the Connector Petition, along with the applicable toll fee matrix, in a newspaper of
general circulation at least once a week for three (3) consecutive weeks, within fifteen (15) days from
receipt of the Order. NLEX Corp. published on July 25, August 1 & 8, 2023, respectively. On
August 8, 2023, NLEX Corp implemented the provisional Fractional Initial Toll for Section 1 of the
NLEX – SLEX Connector Road Project. On November 6, 2023, NLEX Corp filed a Supplemental
Petition for Implementation of the Updated Fractional Initial Base Toll for Section 1 and the
Commercially Operable Portion of Section 2 of the NLEX- SLEX Connector Road Project. NLEX
Corp has yet to receive regulatory approval for this Supplemental Petition.
CAVITEX Toll Rate Adjustments
R1 Enhancement Phase 1. On July 15, 2019, TRB issued a Resolution (a copy of which was received
by CIC on October 14, 2019) allowing the implementation of the Add-On Toll Rate of P =1.00,
=2.00 and =
P P3.00 (VAT-inclusive) for vehicle classes 1, 2 and 3, respectively, subject to the
continuing review and validation by TRB to determine the reasonableness of its imposition and the
issuance by the Philippine Commission on Audit of its recommendation once it has completed its
audit, effective October 24, 2019.
R1 Enhancement Phase 2. On November 27, 2020, CIC and Philippine Reclamation Authority
(“PRA”) filed their respective Petition for Approval of Add-On Agreed Toll Rate with Application
for Provisional Relief for Segment 1 (R-1 Expressway) Enhancement with TRB.
On April 21, 2022, TRB issued a Notice of Toll Rate Adjustment Implementation approving and
allowing the implementation of the adjusted Add-On Toll Rate of = P27.00, =P54.00 and = P81.00
(VAT-inclusive) for vehicle classes 1, 2 and 3, respectively. TRB, in an Order, directed the
publication of the adjusted toll rates matrix in a newspaper of general circulation at least once a week
for three (3) consecutive weeks, within fifteen (15) days upon receipt of the said Order. The adjusted
toll fare matrix was published at the Manila Standard on April 23, April 30, and May 7, 2022,
respectively.
*SGVFS189808*
- 125 -
Pursuant to the Joint Manifestation of Compliance filed by CIC and PRA on May 11, 2022, TRB
issued a Notice to Start Collection dated May 16, 2022 of the approved Toll Rates for Segment 1
(R-1 Expressway) which were implemented on May 22, 2022.
C5 South Link Expressway Segment 3A-1. On July 4, 2019, CIC filed its Petition for Approval of
Initial Toll for C5 South Link Expressway and Provisional or Interim Initial Toll for Segment 3A-1
requesting TRB to approve and allow the implementation of the initial toll fees.
On July 10, 2019, TRB issued an Order requiring CIC to publish in full the contents of the Petition in
a newspaper of general circulation with a notice that all interested tollway users may file a petition for
review. On July 13, 18, and 22, 2019, CIC completed the publication requirements of TRB.
On August 15, 2019, TRB issued a Resolution (a copy of which was received by CIC on
October 10, 2019) approving and allowing the implementation of the provisional initial toll rate of
=22.00, =
P P44.00 and =P66.00 (VAT-inclusive) for vehicle classes 1, 2 and 3, respectively, subject to the
review by the Commission on Audit and to the continuing authority of the TRB to review its
reasonableness, effective October 24, 2019.
The authority to collect the above-mentioned provisional initial toll is valid only for a period of six
(6) months counted from the start of actual toll collection. Within that period, CIC must submit to
TRB an updated investment recovery scheme for the entire CAVITEX, including the C5 South Link
Expressway.
On April 21, 2020, CIC requested TRB for an additional period of 6 months to submit the Updated
Investment Recovery Scheme (“UIRS”) since the discussions and negotiations between CIC and PRA
were temporarily deferred due to COVID-19 and the implementation of Enhance Community
Quarantine. This was supplemented by CIC and PRA’s filing of their respective Motion for
Extension to Submit UIRS on April 23, 2020.
However, on April 24, 2020, the TRB Executive Director issued a letter to CIC stating that the
authority granted by TRB for the collection of the provisional initial toll for Segment 3A-1 lapsed on
April 24, 2020 and any further collection of toll shall be without any legal basis.
After an exchange of communication and upon compliance with additional TRB requirements, TRB
issued an Order allowing CIC to resume toll collection on July 6, 2020 until October 22, 2020. The
period was further extended until April 22, 2021.
While CIC secured new orders from TRB allowing CIC to collect the Segment 3A-1 provisional toll
until April 22, 2021, CIC found it necessary to question the imposition by TRB of a validity period on
the collection of the provisional toll through the filing of a MR with the Office of the President
(“OP”). The proceedings with the OP, docketed as OP Case No. 20-G-122, remain pending.
On April 16, 2021, CIC filed a Motion to Confirm the Continuing Implementation and Collection of
the Provisional Initial Toll for Segment 3A-1 requesting TRB’s confirmation on the continuing
implementation and collection of the provisional initial toll without prejudice to the pending action
and recourse before the Office of the President in OP Case No. 20-G-122.
On April 22, 2021, TRB issued a Resolution extending CIC and PRA’s provisional authority to
collect the initial toll fee from April 23, 2021 or until October 23, 2021 upon submission to the TRB
of a surety bond from a reputable company effective from April 23, 2021 to October 23, 2021
covering the amount of = P201 million, to guarantee the refund of the collected provisional initial toll
fees to the toll users in case it is finally ascertained that CIC and PRA are not entitled thereto.
*SGVFS189808*
- 126 -
On April 29, 2021 and May 5, 2021, CIC and PRA, respectively, filed a Manifestation of Compliance
submitting the Surety Bond dated April 27, 2021 issued by Prudential Guarantee and Assurance, Inc.
with coverage in favor of TRB amounting to =P201 million, with validity period from April 23, 2021
until October 23, 2021, in compliance with April 22, 2021 Order.
On May 6, 2021, TRB issued an Order noting the Manifestation of Compliance filed by both CIC and
PRA.
On October 1, 2021, TRB issued an Order (i) extending the provisional authority to collect initial toll
fees for Segment 3A-1 for another period of six (6) months from October 24, 2021 to April 24, 2022;
and (ii) requiring CIC and PRA to post a bond in the amount of P =255.3 million, which should be valid
from October 24, 2021 to April 24, 2022 to guarantee the refund of the collected provisional initial
toll fees to the toll users in case it is finally ascertained that CIC and PRA are not entitled thereto.
On October 15, 2021, CIC filed a Motion for Partial Reconsideration praying for the TRB to (i)
declare the finality of the authority to collect provisional initial toll for Segment 3A-1; (ii) declare the
provisional initial toll for Segment 3A-1 as final until the final initial toll rate for the C-5 Link
Expressway is determined; and (iii) remove the requirement of posting a surety bond or substantially
reduce the amount required to be posted.
On October 22, 2021, CIC filed its Manifestation of Compliance submitting proof of the renewal of
the Surety Bond in the amount of =
P255.3 million. On October 26, 2021, TRB issued an Order
acknowledging the said Manifestation of Compliance.
On April 18, 2022, in view of the expiration of the Surety Bond on April 24, 2022, CIC and PRA was
directed to secure a Surety Bond from a reputable bonding company effective April 25, 2022 to
April 24, 2023 covering the amount of P=388.9 million. A Manifestation of Compliance was filed last
April 22, 2022 with the TRB. The surety bond posted by CIC and PRA was initially effective until
April 24, 2023 and was subsequently extended until April 24, 2024.
C5 South Link Expressway Segment 3A-2. On April 29, 2022, CIC and PRA filed a Supplemental
Petition for the approval of the provisional initial toll for Segments 3A-1 and 3A-2.
TRB subsequently issued an Order dated May 18, 2022 directing the parties to submit an Amended
Supplemental Petition which CIC and PRA complied with on June 2, 2022. TRB noted the submission
through the Order dated June 8, 2022.
On June 30, 2022, TRB issued a Resolution directing CIC and PRA to cause the publication of the
Notice of Toll Rate Implementation once a week for three consecutive weeks; and to post a Surety Bond
amounting to P=86.3 million prior to the issuance of a Notice to Start Collection.
On the same date, TRB issued a Toll Operation Permit for Segment 3A-2 of the C-5 Link Project.
The first, second, and third publication were duly complied with on July 1, July 8, and July 15, 2022.
The joint Manifestation of Compliance was filed by CIC and PRA on July 15, 2022, upon completing
the publication requirement and posting of the Surety Bond.
On November 7, 2022, TRB approved the implementation of the provisional initial per kilometer toll
rates for Segments 3A-1 and 3A-2.
*SGVFS189808*
- 127 -
After CIC and PRA’s compliance with regulatory requirements which includes the posting of a surety
bond, TRB issued the Notice to Start Collection on November 25, 2022 effective immediately.
The surety bond posted by CIC and PRA was initially effective until July 15, 2023 and was subsequently
extended until July 15, 2024.
R-1 Expressway. On September 9, 2021, CIC and PRA received a copy of TRB’s Order directing CIC
and PRA to publish the approved adjusted toll rates matrix for the 2011 and 2014 Petitions for Periodic
Toll Rate Adjustment in a newspaper of general circulation at least once a week for three (3) consecutive
weeks, pursuant to a Consolidated Resolution dated August 19, 2021. On September 10, September 17,
and September 24, 2021, CIC and PRA caused the publication of the Notice of Toll Rate Adjustment
Implementation containing the approved adjusted toll rates matrix in a newspaper of general circulation.
CIC submitted proof of its Compliance with TRB’s September 9, 2021 Order on September 24, 2021.
On September 24, 2021, CIC filed a Manifestation of Compliance pursuant to TRB’s Order to Publish the
updated toll fare matrix dated September 9, 2021.
On March 24, 2022, TRB issued a (i) Consolidated Resolution dated January 26, 2022 providing the
approved adjusted toll rates, subject to the continuing review and validation by the Board and
issuance by COA of its recommendation upon completion of its audit; and a (ii) Notice to Start
Collection dated March 23, 2022 which shall be effective immediately.
R-1 Expressway Extension. On September 29, 2017, CIC and PRA filed a Petition for approval of the
periodic toll rate adjustment for R-1 Expressway and R-1 Expressway Extension.
On July 3, 2023, TRB issued a Notice of Resolution and Order indicating its approval of the provisional
adjusted agreed toll rates for R-1 Expressway and R-1 Expressway Extension subject to CIC and PRA’s
compliance with publication and surety bond requirements.
On July 19, 2023, CIC filed a Manifestation of Partial Compliance with Motion for Extension to
Comply with the Order, which covers: (a) manifestation of completion of the 3-week publication
requirement, and (b) request for an extension of 10 calendar days to submit the Surety Bond, in light of
changes in PRA management, which was noted by the TRB in its Order dated July 26, 2023.
On July 28, 2023, CIC submitted a certified copy of the required surety bond as compliance with the
TRB Order. To date, CIC awaits the issuance by the TRB of Notice to Start Collection of the adjusted
toll rates.
On August 11, 2023, TRB issued a Notice to Start Collection of the provisionally approved 2017
Periodic Toll Rate Adjustment effective immediately.
While the 2020 Petition for Periodic Toll Rate Adjustment for R-1 Expressway and R-1 Expressway
Extension remains pending, CIC and PRA filed the 2023 Petition for Periodic Toll Rate Adjustment on
September 28, 2023, in accordance with its right to a periodic adjustment of the Agreed Toll Rate every
three (3) years from the identified Toll Rate Review Date.
On November 6, 2023, TRB issued an Order directing CIC and PRA to publish in full once the
following: (a) 2023 Petition for Periodic Toll Rate Adjustment (including Annexes); (b) the existing
and proposed adjusted toll fare matrix; and (3) Notice to Expressway Users in a newspaper of general
circulation within (15) days from receipt of the Order.
*SGVFS189808*
- 128 -
On November 10, November 17, and November 24, CIC and PRA caused the publication of the 2023
Petition for Periodic Toll Rate Adjustment containing the proposed adjusted toll fare matrix and the
Notice to Expressway Users in a newspaper of general circulation. CIC submitted proof of its
Compliance with TRB’s November 6 Order on November 20, 2023 for the first publication and on
November 28, 2023 for the second and third publications, done over and above the TRB Order's
requirement, to further ensure due notice to the public.
Petition on Operations and Maintenance of SCTEX. Atty. Onofre G. Garlitos, Jr. filed with the
Supreme Court a Petition for Prohibition and Mandamus with Prayer for Issuance of Temporary
Restraining Order and/or Writ of Preliminary Injunction dated March 17, 2015 against the BCDA,
NLEX Corp., and the Executive Secretary. The Petition prays that (a) a writ of preliminary mandatory
and prohibitory injunction be issued enjoining the BCDA, NLEX Corp., and Executive Secretary
from proceeding with the SCTEX project and compelling the BCDA to rebid the SCTEX operation
and maintenance project, and (b) an order be issued (i) annulling the bidding procedure, direct
negotiations, and the Price Challenge conducted by the BCDA, and the Concession Agreement,
Business and Operating Agreement, and all subsequent amendments and modifications thereto and
(ii) compelling the BCDA to rebid the operation and maintenance of the SCTEX.
NLEX Corp. filed its comment praying that the Petition be denied. The BCDA, through the Office of
the Government Corporate Counsel, and the Executive Secretary, through the Office of the Solicitor
General (“OSG”), also filed their respective Comment praying that the Petition be denied due course
and dismissed for lack of merit. In November and December 2015, the petitioner filed a Manifestation
and Motion to Resolve Prayer for TRO and/ or Writ of Preliminary Injunction. On July 4, 2016, the
Supreme Court issued a Resolution noting the Manifestations of the petitioner. In February 2020, the
Supreme Court issued a Notice that petitioner’s counsel had failed to pay the P1,000 fine due to his
failure to comply with a show cause resolution for non-filing of a consolidated reply to the separate
comments of the Executive Secretary and BCDA. In July 2020, the Supreme Court issued another Notice
for the petitioner’s counsel to pay an increased fine of P2,000 and to comply with the resolution to file a
consolidated reply to the separate comments of the Executive Secretary and BCDA. On
October 28, 2020, NLEX Corp.’s counsel received from BCDA’s counsel a Motion for Leave to File
Manifestation with Motion for Submission for Resolution dated October 1, 2020. In a Resolution dated
January 27, 2021, the Supreme Court noted the notice of withdrawal of petitioner’s counsel. In a
Resolution dated March 28, 2022, the Supreme Court (a) imposed upon petitioner’s (withdrawing)
counsel an additional fine which, together with the original fine, shall be paid to the Supreme Court and
(b) ordered petitioner’s (withdrawing) counsel to submit a consolidated reply to the separate comments of
the Executive Secretary and BCDA. The case is still pending as at April 2, 2024.
Arbitration. In August 2015, NLEX Corp wrote the ROP, acting by and through the Toll Regulatory
Board, a Final Demand for Compensation (“Final Demand”) based on the 2012 and 2014 petitions for
overdue toll rate adjustments (“Petitions”) pursuant to the parties’ STOA dated April 30, 1998.
In the Final Demand, NLEX Corp stated that the ROP’s/TRB’s refusal to act on, and grant, the 2012
and 2014 Petitions violates both the express STOA provisions on the matter and the basic principles
of obligations and contracts, to the prejudice of NLEX Corp which has continuously relied in good
faith on the ROP’s/TRB’s timely performance of their express obligations and undertakings under the
STOA and the applicable laws.
In view of the failure of the ROP/TRB to heed the Final Demand, NLEX Corp sent a Notice of
Dispute to the ROP/TRB dated September 11, 2015 invoking STOA Clause 19 (Settlement of
Disputes). On April 4, 2016, NLEX Corp was constrained to issue a Notice of Arbitration and
Statement of Claim to the ROP/TRB to preserve its rights under the STOA.
*SGVFS189808*
- 129 -
On June 24 to 27, 2019, the arbitration hearings were held in Singapore. In August 2019, NLEX Corp
and the ROP/TRB submitted their respective Post-Hearing Briefs.
On September 7, 2021, NLEX Corp received notice of the ruling of the Arbitral Tribunal. While the
Arbitral Tribunal ruled that it has jurisdiction over the claims presented by NLEX Corp, the Arbitral
Tribunal held that under the factual circumstances of the case, the TRB is not liable for unreasonable
delay on the petitions for toll rate adjustment filed in 2012 and 2014 (2012 and 2014 Petitions). The
rejection of the claim is without prejudice to further review by the TRB of the said petitions. The
Arbitral Tribunal also noted that the TRB already decided on the 2012 and 2014 Petitions when the
TRB issued its resolution in 2018 approving an upward adjustment in the toll rates in NLEX, which
have been implemented since March 2019. Based on the foregoing, the Tribunal also denied NLEX
Corp’s claim for damages. The Arbitral Tribunal also ruled that each Party will bear the costs of
arbitration in equal shares and will bear their own costs of legal representation and assistance.
NLEX Corp respects the decision of the Arbitral Tribunal and will continue to work with the TRB on
pending toll rate petitions.
Meanwhile, the ROP/TRB filed a petition for recognition and enforcement of a foreign arbitral award
dated February 2, 2022 (Petition) with the Regional Trial Court (RTC). On May 12, 2022, NLEX
Corp received the RTC’s Order dated April 21, 2022 (Order), with the Petition attached to the Order,
requiring it to file its opposition to the Petition. On June 13, 2022, NLEX Corp filed its opposition
and prayed that the RTC deny the Petition insofar as it pertains to a particular paragraph of the
foreign arbitral award’s dispositive portion. On January 19, 2023, the RTC issued its Decision dated
December 23, 2022 recognizing and enforcing in the Philippines the final award rendered in
Singapore. On February 2, 2023, NLEX Corp filed a manifestation ad cautelam stating that even as
NLEX Corp takes respectful exception to the grant of the Petition, it does not need to and will not file
either a motion for reconsideration of, or an appeal from, the Decision. On March 31, 2023, the RTC
issued a Certificate of Finality and Entry of Judgment. The Decision has been recorded in the Book
of Entries of Judgements.
VAT Assessments
On various dates, NLEX Corp. received VAT assessments from the BIR covering taxable years 2006
to 2009 totaling =
P3,066 million including penalties. The assessments are at various stages. On
June 11, 2010, NLEX Corp. filed its Position Paper with the BIR reiterating its claim that it is not
subject to VAT on toll fees.
On April 3, 2014, the BIR accepted and approved NLEX Corp.’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 =
P584.6 million for taxable years 2006 and 2007,
respectively.
Notwithstanding the foregoing, management believes, in consultation with its legal counsel, that in
any event, the STOA amongst NLEX Corp., ROP, acting by and through the TRB, and PNCC,
provides NLEX Corp. with legal recourse in order to protect its lawful interests in case there is a
change in existing laws which makes the performance by NLEX Corp. of its obligations materially
more expensive.
As at April 2, 2024, the VAT assessments for taxable years 2008 and 2009 remain pending with the
BIR and there were no abatements made for these assessments.
*SGVFS189808*
- 130 -
RPT Assessments.
NLEX Corp. and MPT North are also parties to certain claims and assessments relating to real
property taxes as follows:
 In 2004, MPT North (formerly, FPIDC) received from the Office of the Provincial Assessor,
Province of Bataan, tax declarations categorizing the Bataan portion of the Subic-Tipo Road
(Segment 7) as taxable. The tax declarations assessed MPT North the total amount of 87.0 million
for the period from 1997 to 2004. This was appealed by the MPT North to the Local Board of
Assessment Appeals (“LBAA”) of Bataan, stating that the subject property is owned by the ROP
and, consequently, praying for the revocation of the tax declarations and for the dropping of the
land covered by the Subic-Tipo Road from the assessment roll in accordance with the Local
Government Code. The case remains pending before the LBAA of Bataan.
 In July 2008 and April 2013, NLEX Corp. filed Petitions for Review under Section 226 of the
Local Government Code with the Local Board of Assessment Appeals of the Province of Bulacan
seeking to declare as null and void tax declarations issued by the Provincial Assessor of the
Province of Bulacan. The said tax declarations were issued in the name of NLEX Corp. as
owner/administrator/beneficial user of the NLEX and categorized the NLEX as a commercial
property subject to real property tax. NLEX Corp. argues that NLEX is property of the public
dominion and exempt from RPT. The cases are still pending as at April 2, 2024.
 In September 2013, NLEX Corp. received notices of realty tax delinquencies for the years 2006
to 2012 and 2013 issued by the Provincial Treasurer of Bulacan stating that if NLEX Corp. fails
to pay or remit the alleged delinquent taxes, the remedies provided for under the law for the
collection of delinquent taxes shall be applied to enforce collection. On September 27, 2013, the
Bureau of Local Government Finance of the Department of Finance wrote a letter to the Province
of Bulacan advising it to hold in abeyance any further course of action pertaining to the alleged
real property tax delinquency. In October 2013, the Provincial Treasurer of Bulacan has
respected the directive from the DOF-BLGF to hold the enforcement of any collection remedies
in abeyance. In January 2017, the Provincial Treasurer of Bulacan issued a notice of realty tax
delinquencies of 459 million for the years 2006 to 2017 stating that it could apply the remedies
provided under the law for the collection of delinquent taxes. The matter is pending as at
April 2, 2024.
 In December 2023 and January 2024, NLEX Corp. received notices of tax assessment with tax
declarations for the year 2023 and 2024 issued by the Municipal Assessor Office of the
Municipality of Guiguinto, Bulacan for the properties located in Municipality of Guiguinto
Bulacan. On January 31, 2024, NLEX Corp. filed with LBAA, Province of Bulacan a Petition for
Annulment of Assessment of Real Properties. On February 12, 2024, the Respondents filed its
Opposition to NLEX Corp.’s Petition. The LBAA rules provides for the suppletory application of
the Rules of Court. Thus, NLEX Corp. need not to file a reply as Respondent’s allegations are
deemed controverted. The case is pending as at April 2, 2024.
Local Business Tax (“LBT”) Assessments
NLEX Corp. and Tollways Management Corporation (“TMC”), which were previously separate
entities but are now merged with NLEX Corp. as the surviving entity, are also parties to certain
claims and assessments relating to LBT as follows:
 In March 2019, TMC filed an application for cessation of its business operations in Caloocan
City pursuant to its merger with NLEX Corp. In April 2019, NLEX Corp. received an assessment
for alleged deficiency local business taxes for taxable year 2018 in the total amount of
*SGVFS189808*
- 131 -
P13.4 million. In June 2019, NLEX Corp. filed its protest on the assessment. Due to the inaction
=
of the Office of the City Treasurer, in September 2019, NLEX Corp. filed a complaint for
annulment of the assessment with the Regional Trial Court (“RTC”) of Caloocan City with a
claim for refund in the amount of 5.4 million, representing excess LBT paid for taxable year
2018. The parties submitted their respective Memoranda. On June 7, 2023, the RTC of Caloocan
issued a Decision dismissing the NLEX Corp. Complaint and ruled in favor of the City of
Caloocan. On August 2, 2023, NLEX Corp. filed a Motion for Reconsideration while the City of
Caloocan filed its Opposition to NLEX Corp.’s Motion for Reconsideration on
September 5, 2023. On September 11, 2023, NLEX filed a Motion to Admit with Reply with the
RTC of Caloocan. On October 31, 2023, the RTC denied the NLEX’s Motion for
Reconsideration. Hence, on December 7, 2023, NLEX Corp. filed a Petition for Review with the
Court of Tax Appeals (CTA). The case is pending with the CTA as at April 2, 2024.
 In September 2019, the Business Permit and Licensing Office (“BPLO”) of the City of
Valenzuela issued a demand to pay billing statement for alleged deficiency local business tax
amounting to P =47.8 million. Subsequently, the BPLO cancelled the initial billing and issued a
revised assessment for alleged deficiency local business taxes in the reduced amount of
=26.5 million. In November 2019, NLEX Corp. paid the reduced amount under protest. In
P
January 2020, NLEX Corp. filed its protest with a claim for refund of the revised
assessment. Due to the inaction of the Office of the City Treasurer, NLEX Corp. filed a
complaint for annulment of the assessment with the RTC of Caloocan City. On March 13, 2023,
the RTC of Caloocan issued a Decision granting the refund of the = P22.8 million representing
revenues from toll services. However, the P =3.0 million portion pertaining to signage services was
denied refund on the ground of lack of jurisdiction of the trial court. NLEX and City of
Valenzuela filed its respective Partial Motion for Reconsideration. On May 22, 2023, the RTC of
Caloocan issued an Order denying the NLEX and City of Valenzuela’s Partial Motion for
Reconsideration for lack of merit. In June 2023, the City of Valenzuela filed a petition for review
before the Court of Tax Appeals (CTA), which was docketed as CTA Case No. 296 while in July
2023, NLEX Corp. filed a petition for review before the CTA which was docketed as CTA Case
No. 297. On August 22, 2023, the City of Valenzuela filed its Comment/ Opposition to the
Petition filed by NLEX Corp. On August 23, 2023, NLEX filed with the CTA a Motion for
Consolidation of the CTA Case Nos. 296 and 297. On August 30, 2023, the CTA issued a
Resolution for CTA Case No. 296, directing NLEX Corp. to file a Comment to the Petition filed
by the City of Valenzuela and a Resolution for CTA Case No. 297 directing the parties to submit
their respective Memoranda. The City of Valenzuela was ordered in the CTA’s Resolution for
CTA Case No. 296 to file its Comment to the Motion for Consolidation of the CTA Case No. 296
and 297. On October 9, 2023, NLEX Corp. filed its Memorandum in CTA Case No. 297. On
October 16, 2023, the NLEX Corp. filed its Comment to the Petition filed by the City of
Valenzuela. On November 15, 2023, the CTA issued a Resolution, noting the
Comment/Opposition filed by the City of Valenzuela to NLEX Motion to Consolidate. On
February 1, 2024, the CTA, issued a Notice of Resolution, denying the NLEX Corp.'s Motion for
Consolidation for being moot and academic considering that the CTA Case No. 297 was deemed
submitted for decision last 20 November 2023. CTA Case Nos. 296 and 297 are both pending
with the CTA for decision as at April 2, 2024.
 In November 2019, the City Treasurer of Valenzuela issued to NLEX Corp. an assessment for
alleged deficiency LBT for the years 2013 to 2019 in the amount of 9.9 million. The assessment
pertains to the imposition of LBT on the VAT component of NLEX Corp.’s gross receipts for the
said years. On November 21, 2019, NLEX Corp. timely filed its protest to the assessment. The
City Treasurer of Valenzuela failed to act on the protest filed by NLEX Corp. within the period
provided in the Local Government Code. Hence, in February 2020, NLEX Corp. filed a
complaint for the annulment of the assessment with the RTC of Valenzuela City. On
*SGVFS189808*
- 132 -
November 25, 2022, the RTC of Valenzuela issued a Decision in favor of NLEX Corp. On
February 06, 2023, the City Treasurer of Valenzuela filed a Motion for Reconsideration. On
February 23, 2023, the RTC issued a Resolution denying the City of Valenzuela’s Motion for
Reconsideration and affirming the RTC Decision dated November 25, 2022. The City of
Valenzuela filed a Petition for Review with the CTA on April 24, 2023, while the NLEX Corp.
filed its Comment to City of Valenzuela’s Petition on August 24, 2023. On September 12, 2023,
the CTA issued a Resolution ordering NLEX Corp. to file a Memorandum. On October 12, 2023,
NLEX Corp. filed a Memorandum. On November 23, 2023, the City of Valenzuela filed its
Memorandum with the CTA. On December 13, 2023, the CTA issued a Resolution submitting the
case for decision as both parties have filed their respective Memorandum. The case is pending as
at April 2, 2024.
PT Jalan Tol Seksi Empat (“JTSE”) outstanding case for underpayment of taxes in 2012-2015
JTSE won its tax appeal on the disputed input VAT for 2012-2015 tax years based on the Tax Court
Decision dated September 19, 2019. However, on December 26, 2019, Director General of Taxation
(“DGT”) submitted a judicial review (Peninjauan Kembali) to the Supreme Court (Mahkamah
Agung) for the Tax Court’s decision. To counter the judicial review, JTSE submitted a contra
memory letter to the Supreme Court (Mahkamah Agung) on February 5, 2020.
On August 16, 2021, JTSE received the Decision Letter of the Supreme Court of the Republic of
Indonesia regarding the appeal of the Tax Underpayment Assessment Letter for the June 2012 VAT
period. Based on the decision letter, the Supreme Court rejected JTSE's appeal, so that the tax and
penalties should be paid by JTSE amounted to IDR20.0 billion or = P71 million. JTSE has paid the tax
and related penalty underpayment on October 25, 2021.
On February 11, 2022, JTSE, an indirect subsidiary, received a tax penalty letter for the rejection of
JTSE's appeal by the Supreme court in the amount of IDR20.0 billion or = P71 million. On
April 8, 2022, JTSE filed an appeal letter to the regional tax office to annul the tax penalty letter.
Regional Tax Office rejected the appeal and tax penalty have been fully paid in March 2023.
In December 2020, JTSE won its case in tax court on another case for VAT with the assessment
amount of IDR20.0 billion or P
=68.5 million. DGT submitted a judicial review to the Supreme Court
on March 18, 2021. To counter the judicial review, JTSE filed a contra memory letter to the Supreme
Court on April 20, 2021.
On May 30, 2022, JTSE received the Decision Letter of the Supreme Court of the Republic of
Indonesia regarding the appeal of the Tax Underpayment Assessment Letter for the February, April,
May, and September 2016 VAT period. Based on the decision letter, the Supreme Court rejected
JTSE’s appeal.
On February 14, 2023, JTSE has received tax billing of penalty in the amount of =
P41.5 million
(IDR11.47 billion). This has been fully paid in March 2023.
Others
The companies in the toll operations segment are also parties to other cases and claims arising from
the ordinary course of business filed by third parties, which are either pending decisions by the courts
or are subject to settlement agreements. The outcome of these claims cannot be presently determined.
In the opinion of management and its legal counsel, the eventual liability from these lawsuits or
claims, if any, will not have a material adverse effect on the Company’s consolidated financial
statements.
*SGVFS189808*
- 133 -
Power
Performance-Based Regulations (“PBR”).
MERALCO is among the Group A entrants to the PBR, together with two (2) other private
distribution utilities (“DU”).
Rate-setting under PBR is governed by the Rules for Setting Distribution Wheeling Rates (“RDWR”).
The PBR scheme sets tariffs once every Regulatory Period (“RP”) based on the regulated asset base
(“RAB”) of each DU, and the required operating expenditures and capex to meet operational
performance and service level requirements responsive to the need for adequate, reliable and quality
power, efficient service, and growth of all customer classes in the franchise area as approved by the
ERC. PBR also employs a mechanism that penalizes or rewards a DU depending on its network and
service performance.
Rate filings and settings are done on a RP basis. One (1) RP consists of four (4) Regulatory years
(“RYs”). A RY for MERALCO begins on July 1 and ends on June 30 of the following year.
Maximum Average Price (“MAP”) for MERALCO’s 3rd RP
After rate setting process for a RP, MERALCO goes through a rate verification process to set the
MAP for each RY within the RP. In each of RY 2012, 2013, 2014 and 2015, MERALCO filed for the
respective MAP with the ERC. The ERC provisionally approved the MAPs for each of the RY.
On April 29, 2022, MERALCO received an Order from the ERC dated March 8, 2022, which
resolved the true-up value of MERALCO’s regulatory asset base for the 3rd RP. On such basis, the
ERC adjusted the MaPs for RYs 2012, 2013, 2014 and 2015. The ERC then granted interim relief,
which among other things, directed MERALCO to implement the refund of = P7.8 billion or equivalent
to =
P0.2583 per kWh. MERALCO implemented the refund beginning its May 2022 billing. In a
Decision dated June 10, 2022, the interim approval of the ERC was rendered permanent and
MERALCO was directed to continue implementing the refund. As at December 31, 2023, the amount
has been fully refunded.
MERALCO’s Interim Average Rate beginning RY 2016
On July 10, 2015, the ERC provisionally approved an interim average rate (“IAR”) of P =1.3810 per
kWh (excluding efficiency adjustment) and the rate translation per customer class, which was
reflected in the customer bills starting July 2015.
In a letter dated July 4, 2019, the ERC authorized the continued implementation of the interim
average rate but directed MERALCO, as well as other DUs, to refund any remaining amount
pertaining to regulatory reset costs for the previous RPs.
On July 13, 2022, MERALCO received the June 16, 2022 Decision of the ERC which approved a
revised and final IAR of =
P 1.3522 per kWh as the final distribution rate for the period from July 1,
2015 to June 30, 2022. The ERC likewise approved the corresponding distribution rate structure based
thereon. MERALCO was authorized to continue implementing the ERC-approved IAR of P =1.3522
per kWh until otherwise directed. MERALCO implemented the Decision beginning its August 2022
billing.
*SGVFS189808*
- 134 -
Distribution Rate True-Up Application
On January 27, 2021, the ERC approved MERALCO’s application to refund to its customers
=13,886 million of over-recoveries (DRTU 1) representing the difference between the Actual
P
Weighted Average Tariff (“AWAT”) for the period July 1, 2015 to November 2020 and the then
IAR of 1.3810 per kWh, as provisionally approved by the ERC on July 10, 2015.
Thereafter, there were three (3) other DRTU refunds ordered: (a) DRTU 2 totaling 4,837 million
representing the difference between the AWAT for the period December 2020 to December 2021 and
the then IAR of 1.3810 per kWh; (b) DRTU 3 of 7,755 million related to 3RP asset true-up
adjustments; and (c) DRTU 4 amounting to = P21,769 million based on ERC approved revised and
final IAR of =
P1.3522 per kWh. Several intervenors filed motions for reconsideration which are
pending before the ERC.
MERALCO implemented the foregoing refunds. The amounts were fully refunded in the May 2023
billing. However, in a letter dated June 14, 2023, MERALCO informed the ERC that the
implementation of the refunds resulted in an over-refund of =
P860 million. As such, MERALCO
proposed the recovery of the over-refund in twelve (12) months. As at April 2, 2024, the ERC has yet
to respond to MERALCO’s letter.
MERALCO’s CAPEX for 4th RP and RYs 2020 to 2022
Absent the final rules governing the 4th RP and 5th RP rate setting, MERALCO filed its
applications for approval of authority to implement its CAPEX program for each of the RYs
beginning July 1, 2015. This is consistent with the provisions of Section 20(b) of Commonwealth
Act No. 146, as amended, otherwise known as the Public Service Act.
Except with respect to partial approval by the ERC of the RY 2016 CAPEX amounting to
=15,466 million and provisional authority granted by the ERC to implement certain projects for
P
RY 2017 amounting to = P8,758 million, all other applications remain pending with the ERC. As at
April 2, 2024, MERALCO is awaiting the final resolution of the ERC.
Pending ERC’s approval, MERALCO manifested several projects as “urgent” or “emergency in

nature” and proceeded with the implementation of said CAPEX.
Regulatory Reset Process Application
On March 16, 2022, MERALCO filed its application for the approval of its annual revenue
requirement and performance incentive scheme for the 5th RP (July 1, 2022 to June 30, 2026) based
on ERC-promulgated RDWR.
On September 28, 2023, MERALCO filed an Urgent Omnibus Motion: (a) to withdraw the
Application; (b) allow MERALCO to re-file its 5th Application to cover the period from RY2025-
RY2028 and (c) to consider RY2023 and RY2024 as lapsed period. As at April 2, 2024, MERALCO
is awaiting the ERC’s action on the Urgent Omnibus Motion.
Supreme Court Decision on Unbundling Rate Case
On May 30, 2003, the ERC issued an order approving MERALCO’s unbundled tariffs that resulted in
a total increase of ₱0.17 per kWh over the May 2003 tariff levels. However, on August 4, 2003,
MERALCO received a Petition for Review of the ERC’s ruling filed by certain consumer and civil
society groups before the CA. On July 22, 2004, the CA set aside the ERC’s ruling on MERALCO’s
*SGVFS189808*
- 135 -
rate unbundling and remanded the case to the ERC. Further, the CA opined that the ERC should have
asked the COA to audit the books of MERALCO. The ERC and MERALCO subsequently filed
separate motions asking the CA to reconsider its decision. As a result of the denial by the CA of the
motions on January 24, 2005, the ERC and MERALCO elevated the case to the Supreme Court.
In an En Banc decision promulgated on December 6, 2006, the Supreme Court set aside and reversed
the CA ruling saying that a COA audit was not a prerequisite in the determination of a utility’s rates.
However, while the Supreme Court affirmed ERC’s authority in rate-fixing, the Supreme Court
directed the ERC to request COA’s assistance to undertake a complete audit of the books, records and
accounts of MERALCO. In compliance with the directive of the Supreme Court, the ERC requested
COA to conduct an audit of the books, records and accounts of MERALCO using calendar years
2004 and 2007 as test years.
The COA audit, which began in September 2008, was completed with the submission to the ERC of
its report on November 12, 2009.
On February 15, 2010, the ERC issued its order directing MERALCO and all intervenors in the case
to submit, within 15 days from receipt of the order, their respective comments on the COA report.
On June 21, 2011, the ERC maintained and affirmed its findings and conclusions in its decision dated
March 20, 2003 and order dated May 30, 2003. The ERC stated that the COA recommendation to
apply disallowances under PBR to rate unbundling violates the principle against retroactive rate-
making. An intervenor group filed a MR of the said order. On September 5, 2011, MERALCO filed
its comment on the intervenor’s MR. On February 4, 2013, the ERC denied the intervenor’s MR. The
intervenor filed a petition for review before the CA and MERALCO filed its comment thereon on
May 29, 2014. In compliance with the CA’s directive, MERALCO filed its memorandum in
August 2015. In a resolution dated September 29, 2015, the CA acknowledged receipt of the
respective memoranda from parties and declared the case submitted for decision. In a decision dated
February 29, 2016, the CA dismissed the Petition for Review and affirmed the orders dated
June 21, 2011 and February 4, 2013 of the ERC.
On March 22, 2016, the intervenors filed a MR on the CA decision dated February 29, 2016. The
same was denied by the CA through a resolution dated August 8, 2016.
On October 11, 2016, MERALCO received a petition for review on certiorari filed by the intervenors
before the Supreme Court appealing the dismissal of its petition. MERALCO, COA and the ERC
have filed their respective comments to the petition. On June 22, 2017, MERALCO received the
motion for leave to intervene and admit comment-in-intervention filed by other DUs that sought to
intervene in the case. In a resolution dated October 3, 2017, the Supreme Court granted the motion for
leave to intervene and admit comment-in-intervention. On November 13, 2019, MERALCO received
a Decision dated October 8, 2019 partially granting the petition filed by the National Association of
Electric Consumers for Reforms Inc. (“NASECORE”), which among other things, (i) voided the
adoption by the ERC of the current or replacement cost in the valuation of MERALCO’s RAB; and
(ii) remanded the case to ERC to determine, within 90 days from finality of the decision, (1) the
valuation of the RAB of MERALCO; and (2) the parameters whether expenses that are not directly
and entirely related to the operation of a distribution utility shall be passed on wholly or partially to
consumers.
MERALCO, the other DUs and the ERC filed their respective motions for reconsideration which are
pending before the Supreme Court. Two new DUs filed their respective motions for leave to intervene
and to file their motions for reconsideration. As of April 2, 2024, the case is pending before the
Supreme Court.
*SGVFS189808*
- 136 -
Applications for the Confirmation of Under- or Over-recoveries of Pass-through Charges
The ERC issued resolutions to govern the recovery of pass-through costs, including under- or over-
recoveries with respect to the following bill components: generation charge, transmission charge, SL
charge, lifeline and inter-class rate subsidies, senior citizen discounts, local franchise and business
taxes, including the timelines for DUs to file their respective application and post-verification.
On various dates, the ERC provisionally approved MERALCO’s applications for net over-recoveries
of generation, transmission, net lifeline subsidy, SL and net senior citizens discount totaling
=657.4 million (February 2011 to October 2013) and P
P =6,927 million (January 2014 to December
2016). As at April 2, 2024, hearings covering the provisional approval are still ongoing.
Separately, MERALCO also filed for recovery of net under-recoveries of generation charge for
special programs of =
P250.7 million, excluding carrying charges, covering the period March 2007 to
December 2011. As at April 2, 2024, the ERC has not acted on such application.
Further, on September 1, 2020, MERALCO filed an application with the ERC to confirm its net
generation charge under-recoveries of =P2,382 million, net transmission charge over-recoveries of
=440 million, net lifeline subsidy over-recoveries of P
P =31 million, net SL over-recoveries of
=971 million, and net senior citizen discount over-recoveries of =
P P3 million from January 2017 to
December 2019. In an Order dated December 16, 2020, the ERC granted interim relief to implement
the refund/collection. MERALCO started implementation of the Order in its January 2021 billing.
Hearings have been completed on January 21, 2021. In 2022, the amount has been fully
refunded/recovered.
On June 1, 2023, MERALCO filed an application with the ERC to confirm its net generation charge
under-recoveries of =P6,413 million, net transmission charge under-recoveries of =P607 million, net
lifeline subsidy over-recoveries of P
=1 million, net SL under-recoveries of P
=764 million and net senior
citizen discount over-recoveries of =
P3 million from January 2020 to December 2022, and net real
property tax under-recoveries of =P229 million and net local franchise tax over-recoveries of
=27 million from January 2021 to December 2022. Initial hearings were set on August 24 and 31,
P
2023.
On August 29, 2023, MERALCO received a copy of the Decision dated March 8, 2023 regarding the
Power Supply Agreement between MERALCO and PEDC. In the Decision, the ERC directed that the
recovery of PEDC’s actual fuel losses due to Change in Circumstances (“CIC”) from April 2 to
September 25, 2022, amounting to =P884 million be included in the ERC’s evaluation of
MERALCO’s true-up confirmation.
On October 3, 2023, MERALCO filed a Motion for Leave to Admit Attached Supplemental
Application with the ERC. The Supplemental Application prayed that MERALCO be allowed to
recover the additional amount of =
P884 million pertaining to the recovery of the CIC claims of PEDC.
As at April 2, 2024, the ERC has yet to act on MERALCO’s motion.
Application for the Recovery of Differential Generation Costs
On February 17, 2014, MERALCO filed for the recovery of the unbilled generation costs for
December 2013 supply month amounting to = P11,075 million. An amended application was filed on
March 25, 2014 to adjust the unbilled generation costs for recovery to =
P1,310 million, following the
receipt of the Wholesale Electricity Spot Market (“WESM”) billing adjustments based on regulated
Luzon WESM prices. The first hearing was conducted on May 26, 2014. The ERC suspended the
*SGVFS189808*
- 137 -
proceedings, pending resolution of issues of related cases at the SC involving generation costs for the
November and December 2013 supply months and the regulated WESM prices for the said period. As
at April 2, 2024, the proceedings remain suspended and MERALCO is awaiting further action of the
ERC on this matter. However, the SC issued a Decision dated August 3, 2021 which voided the
March 3, 2014 Order of the ERC which imposed regulated WESM prices for the November and
December 2013 supply months. The Decision is now final and executory with the issuance by the SC
of its Resolution dated October 11, 2022 which denied the motions for reconsideration filed by the
ERC and the petitioners.
Applications for Recovery of Local Franchise Tax (“LFT”)
MERALCO has filed distinct applications with request for provisional authority to implement new
LFT rates based on Ordinances from the cities of Manila, Quezon, Binan, Makati, Valenzuela, Taguig
and Pasig. Some hearings have been completed and are awaiting final approval. Applications for
recovery of taxes paid have been filed and pending decision of the ERC.
SC Decision on the = P0.167 per kWh Refund

Following the SC’s final ruling that directed MERALCO to refund affected customers P =0.167 per
kWh for billings made from February 1994 to April 2003, the ERC approved the release of the refund
in four (4) phases. On December 18, 2015, MERALCO filed a Motion seeking the ERC’s approval
for the continuation of the implementation of the refund to eligible accounts or customers under
Phases I to IV, three (3) years from January 1, 2016 or until December 31, 2018. In said Motion,
MERALCO likewise manifested to the ERC that, in order to give eligible customers, the opportunity
to claim their refund, and, so as not to disrupt the SC Refund process, MERALCO shall continue
implementing the refund even after the December 2015 deadline, until and unless the ERC directs
otherwise. In its Order dated December 18, 2019, the ERC granted MERALCO’s Motion and
authorized MERALCO to continue with the implementation of the SC Refund to eligible accounts or
customers under Phases I to IV until June 30, 2019 and submit a proposed scheme on how the
unclaimed refund will be utilized for purposes of reducing the distribution rates of customers. On
February 18, 2019, MERALCO filed a Partial Compliance with Manifestation and Motion. On
March 8, 2019, MERALCO filed a Compliance with Manifestation and Motion. On July 12, 2019,
MERALCO filed its Compliance with Manifestation informing the ERC that on July 1, 2019,
MERALCO deposited all the unclaimed amounts of the SC Refund as of June 30, 2019 in a separate
bank account. MERALCO further manifested in said Compliance that it shall continue with the
processing of the refund claims of eligible customers and should the refund claims of these customers
be evaluated to be valid, MERALCO shall, for the benefit of the customers, withdraw the refund
amount from the bank account, release the same to the concerned customers and accordingly inform
the ERC of the refunds paid. On September 10, 2019, MERALCO filed an Urgent Manifestation and
Motion with respect to the Order dated December 19, 2018 of the ERC. The ERC has yet to rule on
the Urgent Manifestation and Motion by MERALCO. In its letter dated July 23, 2020, MERALCO
informed the ERC of the updated balance of the SC Refund. As at April 2, 2024, MERALCO
continues to process the refund claims of eligible customers.
In a letter dated February 3, 2021, the ERC informed MERALCO that it will be undertaking an audit
and verification of MERALCO’s refunds, which included MERALCO’s SC refund. The audit has
been completed and as at April 2, 2024, MERALCO is awaiting further action of the ERC on the
matter.
*SGVFS189808*
- 138 -
Overpayment of Income Tax related to SC Refund
With the decision of the SC for MERALCO to refund = P0.167 per kWh to customers during the billing
period February 1994 to May 2003, MERALCO overpaid income tax in the amount of = P7,107 million
for taxable years 1994 to 1998 and 2000 to 2001. Accordingly, on November 27, 2003, MERALCO
filed a claim for the recovery of such excess income taxes paid. After examination of the books of
MERALCO for the covered periods, the BIR determined that MERALCO had in fact overpaid
income taxes in the amount of = P6,690 million. However, the BIR also maintained that MERALCO is
entitled to a refund amount of only =P894 million, which pertains to taxable year 2001, claiming that
the period for filing a claim had prescribed in respect to the difference between MERALCO’s
overpayment and the refund amount MERALCO is entitled to.
The BIR then approved the refund of = P894 million for issuance of tax credit certificates (“TCCs”),
proportionate to the actual refund of claims to utility customers. The BIR initially issued TCCs
amounting to =P317 million corresponding to actual refund to customers as at August 31, 2005. In
May 2014, the BIR issued additional TCCs amounting to = P396 million corresponding to actual refund
to customers as at December 31, 2012.
MERALCO filed a Petition with the CTA assailing the denial by the BIR of its income tax refund
claim of =
P5,796 million for the years 1994 - 1998 and 2000, arising from the SC decision (net of
=894 million as approved by the BIR for taxable year 2001 “Overpayment of Income Tax related to
P
SC Refund”). In a Decision dated December 6, 2010, the CTA’s Second Division granted
MERALCO’s claim and ordered the BIR to refund or to issue TCC in favor of MERALCO in the
amount of =P5,796 million in proportion to the tax withheld on the total amount that has been actually
given or credited to its customers.
On appeal by the BIR to the CTA En Banc, MERALCO’s petition was dismissed on the ground of
prescription in the Decision of the CTA En Banc dated May 8, 2012. On a MR by MERALCO of the
said dismissal, the CTA En Banc partly granted MERALCO’s motion and issued an Amended
Decision dated November 13, 2012, ruling that MERALCO’s claim was not yet barred by
prescription and remanding the case back to the CTA Second Division for further reception of
evidence.
The BIR filed a MR of the above Amended Decision, while MERALCO filed its Motion for Partial
Reconsideration or Clarification of Amended Decision. Both parties filed their respective Comments
to the said motions, and these were submitted for resolution at the CTA En Banc.
In a Resolution promulgated on May 22, 2013, the CTA denied the said motions of the BIR and
MERALCO, and the CTA Second Division was ordered to receive evidence and rebuttal evidence
relating to MERALCO's level of refund to customers, pertaining to the excess charges it made in
taxable years 1994-1998 and 2000, but corresponding to the amount of =P5,796 million, as already
determined by the said court.
On July 12, 2013, the BIR appealed the CTA En Banc's Amended Decision dated November 13, 2012
and Resolution dated May 22, 2013 via Petition for Review with the SC. As at April 2, 2024, the
case is pending resolution by the SC.
*SGVFS189808*
- 139 -
LFT Assessments of Municipalities
Certain municipalities have served assessment notices on MERALCO for LFT. As provided in the
Local Government Code (“LGC”), only cities and provincial governments may impose taxes on
establishments doing business in their localities. On the basis of the foregoing, MERALCO and its
legal counsel believe that MERALCO is not subject or liable for such assessments.
RPT Assessments
On October 22, 2015, the SC ruled on an appeal of MERALCO declaring, among others, that the
transformers, electric posts, transmission lines, insulators and electric meters are not exempted from
RPT under the LGC. Thereafter, MERALCO began the process of settlement with the affected LGUs
and filed for the recovery of the resulting RPT payments with the ERC.
With the development, Private Electric Power Operators Association Inc. (“PEPOA”) and Philippine
Rural Electric Cooperatives Association (“PHILRECA”) filed separate petitions for rule-making
proposing the pass-through of RPT.
In 2021, acting on petitions filed by PEPOA and PHILRECA, which proposed the pass-through of
RPT, ERC issued Resolution No. 2, Series of 2021, “Rules on Recovery of Pass-Through Taxes (Real
Property, Local Franchise, and Business Taxes”. Under such resolution, the ERC approved the
recovery of RPT, LFT and Business Taxes as pass-through charges and therefore excluded among the
financial building blocks in the annual revenue requirement of PBR.
Accordingly, MERALCO filed for recovery of such RPT paid and intends to recover the same in the
regulatory reset process.
Subsequently, PEPOA filed another petition for rule-making to amend certain provisions of
Resolution No. 2, Series of 2021 to cover full recovery as pass-through costs of: (i) local taxes (RPT,
LFT and business tax) levied by LGUs during the years prior to the Resolution to address tax
arrearages; (ii) RPT assessed by LGUs on assets located outside the DU’s franchise area but are used
to provide public service within the franchise area. MERALCO had submitted its comments and
several public consultations were conducted. As at April 2, 2024, the Petition is pending with the
ERC.
Mediation with National Power Corporation (“NPC”)
The NPC embarked on a Power Development Program (“PDP”), which consisted of contracting
generating capacities and the construction of its own, as well as private sector, generating plants,
following a crippling power supply crisis. To address the concerns of the creditors of NPC, namely,
Asian Development Bank and the World Bank, the DOE required that MERALCO enter into a long-
term supply contract with the NPC.
Accordingly, on November 21, 1994, MERALCO entered into a 10-year Contract for Sale of
Electricity (“CSE”) with NPC which commenced on January 1, 1995. The CSE, the rates and
amounts charged to MERALCO therein, were approved by the BOD of NPC and the Energy
Regulatory Board, respectively.
Separately, the Department of Energy (“DOE”) further asked MERALCO to provide a market for
half of the output of the Camago-Malampaya gas field to enable its development and production of
natural gas, which was to generate significant revenues for the Government and equally significant
foreign exchange savings for the country to the extent of the fuel imports, which the domestic volume
of natural gas will displace.
*SGVFS189808*
- 140 -
MERALCO’s actual purchases from NPC exceeded the contract level in the first seven years of the
CSE. However, the 1997 Asian crisis resulted in a significant curtailment of energy demand.
While the events were beyond the control of MERALCO, NPC did not honor MERALCO’s good
faith notification of its off-take volumes. A dispute ensued and both parties agreed to enter into
mediation.
The mediation resulted in the signing of a Settlement Agreement between the parties on
July 15, 2003. The Settlement Agreement was approved by the respective BODs of NPC and
MERALCO. The net settlement amount of = P14,320 million was agreed upon by NPC and
MERALCO and manifested before the ERC through a Joint Compliance dated January 19, 2006. The
implementation of the Settlement Agreement is subject to the approval of the ERC.
Subsequently, the OSG filed a “Motion for Leave to Intervene with Motion to Admit Attached
Opposition to the Joint Application and Settlement Agreement between NPC and MERALCO”. As a
result, MERALCO sought judicial clarification with the Regional Trial Court (“RTC-Pasig”).
Pre-trials were set, which MERALCO complied with and attended. However, the OSG refused to
participate in the pre-trial and opted to seek a TRO from the CA.
In a Resolution dated December 1, 2010, the CA issued a TRO against the RTC-Pasig, MERALCO
and NPC restraining the respondents from further proceeding with the case. Subsequently, in a
Resolution dated February 3, 2011, the CA issued a writ of preliminary injunction enjoining the RTC-
Pasig from conducting further proceedings pending resolution of the Petition. In a Decision dated
October 14, 2011, the CA resolved to deny the Petition filed by the OSG and lifted the injunction
previously issued. The said Decision likewise held that the RTC-Pasig committed no error in finding
the OSG in default due to its failure to participate in the proceedings. The RTC-Pasig was thus
ordered to proceed to hear the case ex-parte, as against the OSG, and with dispatch. The OSG filed a
MR which was denied by the CA in its Resolution dated April 25, 2012. The OSG filed a Petition for
Review on Certiorari with the SC. MERALCO’s Comment was filed on October 29, 2012.
Subsequently, a Decision dated December 11, 2013 was rendered by the First Division of the SC
denying the Petition for Review on Certiorari by the OSG and affirming the Decision promulgated by
the CA on October 14, 2011.
With the dismissal of the petition filed by the OSG with the CA, MERALCO filed a motion for the
reception of its evidence ex-parte with the RTC-Pasig pursuant to the ruling of the CA. In a Decision
dated May 29, 2012, the RTC-Pasig declared the Settlement Agreement valid and binding,
independent of the pass-through for the settlement amount which is reserved for the ERC. The OSG
has filed a Notice of Appeal with the RTC-Pasig on June 19, 2012. After both parties filed their
respective appeal briefs, the CA rendered a Decision dated April 15, 2014 denying the appeal and
affirming the RTC Decision, which declared the Settlement Agreement as valid and binding. The
OSG filed a Petition for Review with the SC. On November 10, 2014, MERALCO filed its comment
to the Petition. PSALM likewise filed its comment to the Petition. In a Resolution dated July 8, 2015,
the SC resolved to serve anew its Resolutions requiring NPC to comment on the Petition. In
compliance, NPC submitted its Comment dated September 8, 2015. MERALCO submitted its Motion
for Leave to File and to Admit Attached Reply on October 12, 2015. Pursuant to the SC Resolution
dated November 11, 2015, the OSG filed a Consolidated Reply to the comments filed by NPC,
MERALCO and PSALM. MERALCO then filed a Motion for Leave to File and to Admit the
Attached Rejoinder. The parties have filed their respective memoranda. In a Resolution dated
September 28, 2022, the SC denied the Petition filed by the OSG and affirmed the validity of the
Settlement Agreement. The OSG has filed a motion for reconsideration which remains pending
*SGVFS189808*
- 141 -
before the SC. However, the implementation of the Settlement Agreement, particularly on the pass-
through of the Settlement Amount, is subject to the approval of the ERC. As at April 2, 2024, the
OSG has filed a motion for reconsideration which remains pending before the SC.
Sucat-Araneta-Balintawak Transmission Line
The Sucat-Araneta-Balintawak transmission line is a two-part transmission line, which completed the
230 kV line loop within Metro Manila. The two main parts are the Araneta to Balintawak leg and the
Sucat to Araneta leg, which cuts through Dasmariñas Village, Makati City.
On March 10, 2000, certain residents along Tamarind Road, Dasmariñas Village, Makati City
(“Plaintiffs”) filed a case against NPC with RTC Makati, enjoining NPC from further installing
high voltage cables near the Plaintiffs’ homes and from energizing and transmitting high voltage
electric current through the said cables because of the alleged health risks and danger posed by
the same through the electromagnetic field emitted by the said lines. Following its initial status quo
Order issued on March 13, 2000, RTC-Makati granted on April 3, 2000 the preliminary injunction
sought by the Plaintiffs. The decision was affirmed by the Supreme Court on March 23, 2006, which
effectively reversed the decision of the CA to the contrary. The RTC-Makati subsequently issued a
writ of execution based on the Order of the Supreme Court. MERALCO, in its capacity as an
intervenor, was constrained to file an Omnibus Motion to maintain status quo because of the
significant effect of a de-organization of the Sucat-Araneta line to the public and economy. Shutdown
of the 230 kV line will result in widespread and rotating brownouts within MERALCO’s franchise
area with certain power plants unable to run at their full capacities.
On September 8, 2009, the RTC-Makati granted the motions for intervention filed by intervenors
MERALCO and NGCP and dismissed the Writ of Preliminary Injunction issued, upon the posting of
the respective counter bonds by defendant NPC, intervenors MERALCO and NGCP, subject to the
condition that NPC and intervenors will pay for all damages, which the Plaintiffs may incur as a
result of the Writ of Preliminary Injunction.
In its Order dated February 5, 2013, the RTC-Makati granted Plaintiffs’ motion and directed the re-
raffle of the case to another branch after the judicial dispute resolution failed.
This case remains pending and is still at the pre-trial stage. During the pre-trial stage, Plaintiffs filed a
Manifestation stating that they are pursuing the deposition of a supposed expert in electromagnetic
field through oral examination without leave of court in late January or early February 2016 or on
such date as all the parties may agree amongst themselves at the Consulate Office of the Philippines
in Vancouver, Canada. NPC and intervenors filed their Opposition and Counter-Manifestation.
Intervenor NGCP filed a Motion to Prohibit the Taking of the Deposition of the said expert.
Intervenor MERALCO intends to file its Comment/Opposition in due course. As at April 2, 2024,
MERALCO is awaiting further action of the SC on the matter.
SC TRO on MERALCO’s December 2013 Billing Rate Increase
On December 9, 2013, the ERC gave clearance to the request of MERALCO to implement a
staggered collection over three (3) months covering the December 2013 billing month for the increase
in generation charge and other bill components such as VAT, LFT, transmission charge, and System
Loss (“SL”) charge. The generation costs for the November 2013 supply month increased
significantly because of the aberrant spike in the WESM charges on account of the non-compliance
with WESM Rules by certain plants resulting in significant power generation capacities not being
offered and dispatched, and the scheduled and extended shutdowns, and the forced outages, of several
base load power plants, and the use of the more expensive liquid fuel or bio-diesel by the natural gas-
*SGVFS189808*
- 142 -
fired power plants that were affected by the Malampaya Gas Field shutdown from November 11 to
December 10, 2013.
On December 19, 2013, several party-list representatives of the House of Representatives filed a
Petition against MERALCO, ERC and DOE before the SC, questioning the ERC clearance granted to
MERALCO to charge the resulting price increase, alleging the lack of hearing and due process. It
also sought for the declaration of the unconstitutionality of the Electric Power Industry Reform Act
(“EPIRA”), which essentially declared the generation and supply sectors 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 Guidelines for the Automatic
Adjustment of Generation Rate and System Loss Rates by Distribution Utilities that the ERC had
promulgated. Both petitions prayed for the issuance of TRO, and a Writ of Preliminary Injunction.
On December 23, 2013, the SC consolidated the two (2) Petitions and granted the application for
TRO effective immediately and for a period of 60 days, which effectively enjoined the ERC and
MERALCO from implementing the price increase. The SC also ordered MERALCO, ERC and DOE
to file their respective comments to the Petitions. Oral Arguments were conducted on
January 21, 2014, February 4, 2014 and February 11, 2014. Thereafter, the SC ordered all the Parties
to the consolidated Petitions to file their respective Memorandum on or before February 26, 2014
after which the Petitions will be deemed submitted for resolution of the SC. MERALCO complied
with said directive and filed its Memorandum on said date.
On February 18, 2014, acting on the motion filed by the Petitioners, the SC extended for another 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
MPPCL, SPI, SPPC, FGHPC, and the NGCP, and the Philippine Electricity Market Corporation (the
administrator of WESM and market operator at that time) who were all enjoined from collecting from
MERALCO the deferred amounts representing the = P4.15 per kWh price increase for the November
2013 supply month.
In the meantime, 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 (6)-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
(“IU”) 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 Dus in Luzon.
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 = P9.3 billion. 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, Inc., Team (Philippines) Energy Corporation, PanAsia Energy, Inc., and
SPI, have filed MRs questioning the Order dated March 3, 2014. MERALCO has filed a consolidated
comment to these MRs. In an Order dated October 15, 2014, the ERC denied the MRs. The
generating companies have appealed the Orders with the CA. MERALCO has filed a motion to
intervene and a comment in intervention. The CA consolidated the cases filed by the generation
*SGVFS189808*
- 143 -
companies. In a Decision dated November 7, 2017, the CA set aside ERC Orders dated
March 3, 2014, March 27, 2014, May 9, 2014 and October 15, 2014 and declared the orders null and
void. The Decision then reinstated and declared valid WESM prices for the November and December
2013 supply months. MERALCO and the ERC have filed their respective motions for
reconsideration. Several consumers also intervened in the case and filed their respective motions for
reconsideration. In a Resolution dated March 29, 2019, the CA denied the motions for reconsideration
and upheld its Decision dated November 7, 2017. MERALCO and several consumers have elevated
the CA Decision and Order to the SC where the case is pending. In a Resolution dated
November 4, 2020, the SC consolidated ERC’s and MERALCO’s petitions and transferred
MERALCO’s petition to the member-in-charge of ERC’s petition which was the lower-numbered
case. The petitions filed by the consumers were denied by the SC.
In view of the pendency of the various submissions before the ERC and mindful of the complexities
in the implementation of the ERC’s Order dated March 3, 2014, the ERC directed PEMC to provide
the market participants additional 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, NGCP and PEMC not to collect from
MERALCO. In a Decision promulgated on August 3, 2022, the SC affirmed the December 9, 2013
ERC letter approving MERALCO’s proposal to implement a staggered collection over three (3)
months covering the December 2013 billing month. However, it voided the ERC March 3, 2014
Order which voided the Luzon WESM prices during the November and December 2013 supply
months and imposed the use of regulated rates for said period. The ERC and the petitioners filed
motions for reconsideration which were denied with finality in the SC Resolution dated
October 11, 2022. The implementation of any staggered collection is subject to the approval of the
ERC.
In a letter dated September 25, 2023, MERALCO filed a letter with the ERC on its proposed
implementation of the recovery of the generation charges pertaining to the December 2013 supply
month. Last January 4, 2024, a meeting was held among representatives of the Independent
Electricity Market Operator of the Philippines Inc. (“IEMOP”), MERALCO and the ERC. During the
meeting, the ERC instructed IEMOP and MERALCO to reconcile their respective records and agree
on the final amount to be billed by IEMOP to MERALCO in accordance with the Supreme Court
Decision. As at April 2, 2024, the ERC has yet to act on MERALCO’s letter.
Petition for Dispute Resolution against Philippine Electricity Market Corporation (“PEMC”),
National Transmission Corporation (“TransCo”), NPC and PSALM
On September 9, 2008, MERALCO filed a Petition for Dispute Resolution with the ERC, against
PEMC, TransCo, NPC and PSALM, as a result of the congestion in the transmission system of
TransCo arising from the outages of the San Jose-Tayabas 500 kV Line 2 on June 28, 2008, and the
500 kV 600 Mega Volt-Ampere Transformer Bank No. 2 of TransCo’s San Jose, Bulacan substation
on July 11, 2008. The petition seeks to, among others, direct PEMC to adopt the NPC Time-of-Use
(“TOU”) rate or the new price determined through the price substitution methodology of PEMC as
approved by the ERC, as the basis for its billing during the period of the congestion and direct NPC
and PSALM to refund the transmission line loss components of the line rentals associated with
NPC/PSALM bilateral transactions from the start of the operation of the WESM on June 26, 2006.
*SGVFS189808*
- 144 -
In a decision dated March 10, 2010, the ERC granted MERALCO’s petition and ruled that there is
double charging of the transmission line costs billed to MERALCO by NPC for the Transition Supply
Contract (“TSC”) quantities to the extent of 2.98% loss factor, since the effectivity of the TSC in
November 2006. Thus, NPC was directed to refund line rental adjustment to MERALCO. In the
meantime, the ERC issued an order on May 4, 2011 allowing PEMC to submit an alternative
methodology for the segregation of line rental into congestion cost and line losses from the start of
the WESM. PEMC has filed its compliance submitting its alternative methodology.
On September 8, 2011, MERALCO received a copy of PEMC’s compliance to ERC’s directive and
on November 11, 2011, MERALCO filed a counterproposal which effectively simplifies PEMC’s
proposal.
In an order of the ERC dated June 21, 2012, MERALCO was directed to submit the computation of
the amount of the double charging of line loss on a per month basis from June 26, 2006 up to
June 2012. On July 12, 2012, MERALCO filed its compliance to the said order. Thereafter, the ERC
issued an order directing the parties to comment on MERALCO’s submissions.
Hearings were conducted on October 2, 2012 and October 16, 2012 to discuss the parties’ proposal
and comments.
In an order dated March 4, 2013, the ERC approved the methodology proposed by MERALCO and
PEMC in computing the double charged amount for line losses by deducting 2.98% from the NPC-
TOU amount. Accordingly, the ERC determined that the computed double charge amount to be
collected from NPC is = P5.2 billion, covering the period November 2006 to August 2012 until actual
cessation of the collection of the 2.98% line-loss charge in the NPC-TOU rates imposed on
MERALCO. In this regard, NPC was directed by the ERC to refund said amount by remitting to
MERALCO = P73.9 million per month until the over-recoveries are fully refunded. In said order, the
ERC likewise determined that the amount to be collected from the successor generating companies
(SGCs) is =P4.7 billion. Additionally, MERALCO was directed to file a petition against the following
SGCs: Masinloc Power Partners Co. Ltd. (“MPPCL”), Aboitiz Power Renewables, Inc. (“APRI”),
Therma Mobile, Inc. (“TLI”), San Miguel Energy Corporation (“SMEC”) and Sem-Calaca Power
Corporation (“Sem-Calaca”), within 30 days from receipt thereof, to recover the line loss collected by
them. On April 19, 2013, MERALCO filed a motion for clarification with the ERC regarding the
directives contained in the March 4, 2013 order. On April 30, 2013 and May 8, 2013, PSALM and
NPC, respectively, filed motions seeking reconsideration of the March 4, 2013 Order. MERALCO
filed a motion seeking for an additional 15 days from its receipt of the ERC’s order resolving its
motion for clarification, within which to file its petition against the SGCs.
In an Order dated July 1, 2013, the ERC issued the following clarifications/resolutions: (i) South
Premiere Power Corporation (“SPPC”) should be included as one of the SGCs against whom a
petition for dispute resolution should be filed by MERALCO; (ii) amount to be refunded by NPC is
not only =P5.2 billion but also the subsequent payments it received from MERALCO beyond August
2012 until the actual cessation of the collection of the 2.98% line loss charge in its TOU rates; (iii)
petition to be filed by MERALCO against the SGCs should not only be for the recovery of the
amount of = P4.7 billion but also the subsequent payments beyond August 2012 until the actual
cessation of the collection of the 2.98% line loss charge in its TOU rates; (iv) “SCPC Ilijan” pertains
to SPPC instead. Thus, the refundable amount of = P706 million pertaining to “SCPC Ilijan” should be
added to SPPC’s refundable amount of = P1.1 billion; (v) grant the motion for extension filed by
MERALCO within which to file a petition against the following SGCs: MPPCL, APRI, TLI, SMEC,
Sem-Calaca and SPPC; and (vi) deny the respective motions for reconsideration filed by NPC and
PSALM.
*SGVFS189808*
- 145 -
On September 12, 2013, MERALCO filed a Manifestation with Motion with the ERC seeking
approval of its proposal to offset the amount of =
P73.9 million per month against some of its monthly
remittances to PSALM. PSALM and NPC filed their comments Ad Cautelam and Comment and
Opposition Ad Cautelam, respectively, on MERALCO’s Manifestation and Motion. On
November 4, 2013, MERALCO filed its reply. MERALCO’s Manifestation and Motion is pending
resolution by the ERC.
On October 24, 2013, MERALCO received PSALM’s Petition for Review on Certiorari with the CA
(With Urgent TRO and/or Writ of Preliminary Mandatory Injunction Applications) questioning the
March 4, 2013 and July 1, 2013 orders of the ERC.
On February 3, 2014, MERALCO filed a Comment with Opposition to the Application for TRO or
Writ of Preliminary Injunction dated January 30, 2014. PEMC filed a Comment and Opposition Re:
Petition for Certiorari with Urgent Temporary Restraining Order and/or Writ of Preliminary
Mandatory Injunction dated January 6, 2014. On June 4, 2014, the CA issued a Resolution declaring
that PSALM is deemed to have waived the filing of a Reply to the comment and opposition of
MERALCO and PEMC and directing the parties to submit their simultaneous memoranda within
15 days from notice. On December 1, 2014, the CA issued a decision dismissing the Petition for
Certiorari filed by PSALM against the ERC, MERALCO and PEMC and affirming ERC’s ruling on
the refund of the P
=5.2 billion of transmission line losses double charged by PSALM and NPC. On
January 30, 2015, PSALM filed its MR on the December 1, 2014 Decision of the CA. MERALCO
has filed its Opposition to the MR. In a Resolution dated August 11, 2015, the CA denied PSALM’s
MR. On October 27, 2015, MERALCO received PSALM’s Petition for Review with the Supreme
Court. As at April 2, 2024, MERALCO is still awaiting further action of the Supreme Court on the
Petition.
Petition for Dispute Resolution against SPPC, MPPCL, APRI, TLI, SMEC and Sem-Calaca
On August 29, 2013, MERALCO filed a Petition for Dispute Resolution against SPPC, MPPCL,
APRI, TLI, SMEC and Sem-Calaca. Said Petition seeks the following: (i) refund of the 2.98%
transmission line losses in the amount of =
P5.4 billion, inclusive of the =
P758 million line loss for the
period September 2012 to June 25, 2013, from the said SGCs; and (ii) approval of MERALCO’s
proposal to correspondingly refund to its customers the aforementioned line loss amounts, as and
when the same are received from the SGCs, until such time that the said over-recoveries are fully
refunded, by way of automatic deduction of the amount of refund from the computed monthly
generation rate. On September 20, 2013, MERALCO received the SGCs’ Joint Motion to Dismiss.
On October 7, 2013, MERALCO filed its Comment on the said Joint Motion.
On October 8, 2013, MERALCO received the SGCs Manifestation and Motion, which sought, among
other things, the cancellation of the scheduled initial hearing of the case, including the submission of
the parties’ respective pre-trial briefs, until the final resolution of the SGC’s Joint Motion to Dismiss.
On October 11, 2013, MERALCO filed its pre-trial brief. On October 14, 2013, MERALCO filed its
Opposition to the SGC’s Manifestation and Motion. On October 24, 2013, MERALCO received the
SGC’s Reply to its Comment on the Joint Motion to Dismiss. On October 29, 2013, MERALCO filed
its Rejoinder. Thereafter, the SGC’s filed their Sur-Rejoinder dated November 4, 2013. The Joint
Motion to Dismiss is pending resolution by the ERC as at April 2, 2024.
*SGVFS189808*
- 146 -
PSALM versus PEMC and MERALCO

Due to the significant increases in WESM prices during the 3rd and 4th months of the WESM
operations, MERALCO raised its concerns with the PEMC, with a request for the latter to investigate
whether WESM rules were breached or if anti-competitive behaviour had occurred.
While resolutions were initially issued by the PEMC directing adjustments of WESM settlement
amounts, a series of exchanges and appeals with the ERC ensued. ERC released an order directing
that the WESM settlement price for the 3rd and 4th billing months be set at NPC-TOU rates,
prompting PSALM to file a motion for partial reconsideration, which was denied by the ERC in an
order dated October 20, 2008. PSALM filed a petition for review before the CA, which was
dismissed on August 28, 2009, prompting PSALM to file a motion for reconsideration, which was
likewise denied by the CA on November 6, 2009. In December 2009, PSALM filed a petition for
review on certiorari with the Supreme Court. MERALCO has filed its comments on the petition and
its memorandum. On July 1, 2020, MERALCO received the Supreme Court resolution dated
March 11, 2020, affirming the CA decision that upheld ERC’s order directing that the WESM
settlement price for the 3rd and 4th billing months be set at NPC-TOU rates. Entry of judgment has
been rendered and the resolution has become final and executory on October 14, 2020.
Petition for Dispute Resolution with NPC on Premium Charges
On June 2, 2009, MERALCO filed a petition for dispute resolution against NPC and PSALM with
respect to NPC’s imposition of premium charges for the alleged excess energy it supplied to
MERALCO covering the billing periods May 2005 to June 2006. The premium charges amounting to
=315 million during the May-June 2005 billing periods have been paid but are the subject of a protest
P
by MERALCO, and premium charges of = P318 million during the November 2005, February 2006 and
April to June 2006 billing periods are being disputed and withheld by MERALCO. MERALCO is of
the position that there is no basis for the imposition of the premium charges. The hearings on this case
have been completed. The petition is pending resolution by the ERC as at April 2, 2024.
ERC Investigating Unit (“IU”) Complaint
On December 26, 2013, the ERC constituted the IU under its Competition Rules to investigate
possible anti-competitive behavior by the industry players and possible collusion that transpired in the
WESM during the supply months of November 2013 and December 2013. MERALCO participated
in the proceedings and submitted a Memorandum.
An investigating officer of the IU filed a Complaint dated May 9, 2015 against MERALCO and TMO
for alleged anti-competitive behavior constituting economic withholding in violation of Section 45 of
the EPIRA and Rule 11, Section 1 and 8€ of the EPIRA IRR. In an Order dated June 15, 2015, the
ERC directed MERALCO to file its comment on the Complaint. MERALCO and TMO have filed
their respective answers to the Complaint.
In an Order dated September 1, 2015, the ERC directed the investigating officer to file his reply to
MERALCO. In a Manifestation and Motion to Set the Case for Hearing dated November 9, 2015, the
investigating officer manifested that he would no longer file a reply and that the case be set for
hearing.
On May 24, 2016, the ERC promulgated Resolution No. 14, Series of 2016, which resolved to divide
the Commission into two (2) core groups for the conduct of hearings and to designate the
commissioners to act as presiding officers in anti-competition cases. The raffle pursuant to said
Resolution was conducted on June 15, 2016.
In a Notice of Pre-Trial Conference dated June 16, 2016, the ERC set the pre-trial conference on
August 18, 2016 and required MERALCO and TMO to submit their respective pre-trial briefs.
*SGVFS189808*
- 147 -
However, on July 27, 2016, the complainant filed two (2) omnibus motions for the consolidation and
deferment of the pre-trial conferences. Hence, in an Order dated August 1, 2016, the respondents
were given 10 days to submit their comments on the Motion for Consolidation, with the complainant
given five (5) days to file his reply. As such, the pre-trial conferences as scheduled were deferred
until further notice and all parties were granted 20 days to submit their respective pre-trial briefs. In
the meantime, MERALCO likewise filed an Urgent Motion to Dismiss with Motion to Suspend
Proceedings which was adopted by TMO in its Manifestation and Motion filed on July 28, 2016.
MERALCO maintained that the Complaint should be dismissed due to the absence of subject matter
jurisdiction as it is now the Philippine Competition Commission (“PCC”) which has original and
primary jurisdiction over competition-related cases in the energy sector. On August 23, 2016,
MERALCO filed an Urgent Motion Ad Cautelam for suspension of proceeding including period to
file pre-trial brief and judicial affidavit.
In a Motion dated August 25, 2016, complainant filed a Motion to defer the submission of the
complainant’s pre-trial brief and judicial affidavit. In an Order dated June 13, 2017, the ERC denied
the motion to consolidate but upheld the authority of private counsel to represent the complainants.
MERALCO filed a Motion for Partial Reconsideration to question such authority.
In an Order dated February 2, 2017, the ERC denied the motion to dismiss and asserted jurisdiction
over the Complaint. MERALCO filed its MR to the Order on February 23, 2017. In an Order dated
June 20, 2017, the ERC denied the MR. On September 19, 2017, MERALCO filed a Petition for
Certiorari with the CA. In a Resolution dated October 2, 2017, the CA required respondents to file
their Comment on the Petition within 10 days and held in abeyance its resolution on the prayer for
injunctive relief until the comments have been filed. MERALCO was likewise given five (5) days to
file its reply. In a Manifestation dated October 23, 2017, the ERC stated that it is a nominal party in
the case as the quasi-judicial tribune that issued the assailed ordinances. The IU filed its own
Comment dated December 19, 2017. In a Manifestation and Motion dated December 22, 2017, the
OSG informed the CA that it will no longer represent the IU and will instead participate as “tribune of
the people”. In the meantime, TMO also filed a separate Petition for Review on Certiorari with the
CA. In a Resolution dated January 10, 2018, the CA ordered the consolidation of the petitions of
TMO and MERALCO. In a Decision dated May 23, 2018, the CA denied the consolidated Petitions
filed by MERALCO, TMO, and Aboitiz Power Renewables Inc. (“APRI”), and ruled that the
jurisdiction to resolve the IU cases remains with the ERC because the Philippine Competition Act
(“PCA”) does not apply retroactively.
On June 20, 2018, MERALCO filed an MR with the CA. The ERC likewise filed its Motion for
Partial Reconsideration on the ground that it retained concurrent jurisdiction together with the PCC
over cases involving alleged anti-competitive conduct supposedly because the PCA did not repeal
Section 45 of the EPIRA.
In Resolution dated January 28, 2019, the CA denied the motions for reconsideration filed by all of
the parties. While it sustained its finding that the PCC now holds original, exclusive, and primary
jurisdiction over all competition-related cases, the CA reiterated its view that the PCA has no
retroactive effect.
The ERC has elevated the matter to the SC. MERALCO, TMO and APRI have all filed their
respective manifestations before the SC. In a Resolution dated September 29, 2021, the SC affirmed
the CA in that the ERC had jurisdiction over these cases as they were filed before the enactment of
the PCA. However, the SC did not rule on whether the PCC and the ERC now have concurrent
jurisdiction as these issues were not fully litigated.
*SGVFS189808*
- 148 -
In the meantime, the ERC called for a conference on March 26, 2021 in order to discuss updates and
developments regarding the case. On April 14, 2021, MERALCO filed an Urgent Motion Ad
Cautelam to Suspend Proceedings in view of the pendency of the case before the SC. The ERC then
issued an Order dated August 13, 2021, setting the pre-trial conference on August 27, 2021.
MERALCO filed a Manifestation and Urgent Omnibus Motion Ad Cautelam to (a) resolve the Urgent
Motion Ad Cautelam to Suspend Proceedings dated April 14, 2021 and (b) Cancel the
August 27, 2021 Pre-Trial Conference dated August 20, 2021. The pre-trial conference proceeded on
August 27, 2021. However, the ERC stated that, after the pre-trial conference and before the case can
proceed with trial on the merits, the ERC will first resolve MERALCO’s motions. The ERC also
issued an open court order denying the motion of the ERC IU that the case be resolved through the
submission of the position papers and other supporting documents. The ERC IU filed a Motion for
Reconsideration to which MERALCO filed an opposition. As at April 2, 2024, MERALCO is
awaiting further action by the ERC on the matter.
Ombudsman Case Against Directors
On January 30, 2018, MERALCO received an order dated January 22, 2018 from the Office of the
Ombudsman directing MERALCO’s directors to comment on a complaint-affidavit for syndicated
estafa filed by a consumer group which charged that there was a conspiracy between MERALCO
directors and the ERC regarding the alleged misappropriation of the bill deposits received from
MERALCO consumers. On February 9, 2018, MERALCO’s directors filed their counter-affidavits
where they refuted the arguments of the consumer group. In a resolution dated May 18, 2018, the
criminal complaint for syndicated estafa was dismissed for insufficiency of evidence. The case was
referred to the Commission of Audit for the conduct of audit on the bill deposits collected by
MERALCO from the public consumers and to inform the Ombudsman of the compliance therewith.
The consumer group filed a motion for partial reconsideration dated June 16, 2018 to which
MERALCO filed its comment. The consumer group’s motion for partial reconsideration was denied
through an order dated July 30, 2018.
On February 28, 2018, MERALCO received an order dated February 20, 2018 from the Office of the
Ombudsman directing MERALCO’s directors to comment on a complaint-affidavit for syndicated
estafa filed by certain consumer groups which charged that there was a conspiracy between
MERALCO’s directors and the ERC regarding MERALCO’s investment activities in other
businesses for being violative of its legislative franchise and the EPIRA. On March 13, 2018,
MERALCO’s directors filed their counter-affidavits where they refuted the arguments of the
consumer groups. On May 4, 2018, MERALCO’s directors filed a Manifestation with Motion for
Early Resolution praying for immediate resolution and dismissal of the case. MERALCO is awaiting
further action by the Office of the Ombudsman on the matter as at April 2, 2024.
Ombudsman Case Against ERC’s Chairperson and MERALCO’s Chairman and CEO
On January 5, 2024, MERALCO received an Order dated January 2, 2024 from the Office of the
Ombudsman directing MERALCO’s Chairman and CEO to file a counter-affidavit, together with the
affidavit/s of supporting witnesses and other supporting documents on the case filed by a consumer
group seeking (a) indictment of MERALCO’s Chairman and CEO which alleged that there is a
violation of certain provisions of R.A. 3019 and PD 269, and (b) a finding that the ERC Chairperson
is guilty of, among other things, gross misconduct and grave abuse of authority. In said case, the
consumer group alleged that there is no basis for MERALCO to participate in, and purchase energy at
the WESM, given that, among other things, the WESM was created to cater to the contestable market.
On February 6, 2024, MERALCO filed the relevant counter-affidavit and supporting affidavit to the
*SGVFS189808*
- 149 -
Office of the Ombudsman. MERALCO is awaiting further action by the Office of the Ombudsman on
the matter as at April 2, 2024.
Rail
Claims with Grantors
On various dates from 2015 through 2022, LRMC submitted letters representing its claim for costs
incurred and estimated in relation to ESR and LRV shortfall on the premise of the Grantors’
obligation in relation to the condition of the Existing System as at the LRMC Effective Date, Fare
Deficit, Structural Defect Restoration costs, contractor and other additional costs incurred less KPI
charges and concession fee payments.
On September 14, 2021, LRMC received a letter dated June 29, 2021 from the Grantors demanding
that LRMC pay the Grantors Concession Payments in the total amount of =P400.7 million. In its reply
dated September 20, 2021, LRMC argued that it does not owe the Grantors Concession Payments.
The Concession Agreement is very clear on the matter and leaves no room for interpretation. As of
April 2, 2024, LRMC has not received further response from the Grantors.
Balancing Payments on Rail
As at April 2, 2024, LRMC has submitted thirty-four (34) letters (first to thirty-four Balancing
Payments) to the Grantors representing its claims. Total claims up to the thirty-four Balancing
Payment amounted to = P9,782 million with a revised total amount of P=8,256 million after Grantor’s
comments. All claims are still undergoing discussion.
31. Assets Held in Trust
Materials and Supplies

Maynilad has the right to use any item of inventory owned by MWSS in carrying out its
responsibility under the Maynilad CA (see Note 29), subject to the obligation to return the same at the
end of the concession period, in kind or in value at its current rate, subject to CPI adjustments.
Facilities
Maynilad had been granted the right to operate, maintain in good working order, repair,
decommission and refurbish the movable properties required to provide the water and sewerage
services under the Maynilad CA (see Note 29). MWSS shall retain legal title to all movable
properties in existence at the commencement date on August 1, 1997. However, upon expiration of
the useful life of any such movable property as may be determined by Maynilad, such movable
properties shall be returned to MWSS in its then–current condition at no charge to MWSS or
Maynilad (see Note 13).
The concession agreement also provides Maynilad and Manila Water to have equal access to MWSS
facilities involved in the provision of water supply and sewerage services in both West and East
Service Areas including, but not limited to, the MWSS management information system, billing
system, telemetry system, central control room and central records.
The net book value of the facilities transferred to Maynilad on commencement date based on MWSS’
closing audit report amounted to =P7.3 billion with a sound value of =
P13.8 billion.
*SGVFS189808*
- 150 -
MWSS’ corporate headquarters are made available for lease to Maynilad and East Concessionaire,
subject to renewal with the consent of the parties concerned. The current lease covers up to a period
of December 31, 2024. Lease payments amounted to P =78 million in 2023, P
=106 million in 2022, and
=44 million 2021. The lease agreement was scoped-in under PFRS 16 with the ROU asset
P
recognized in the “Property, plant and equipment” account (see Note 13).
32. Deconsolidation of GBPC in 2021
On December 23, 2020, BPHI entered into a share purchase agreement with Mgen, a wholly-owned
subsidiary of MERALCO, for the sale by BPHI of 56% of the issued and outstanding shares of
GBPC. The total consideration for the sale of the shares is P
=22,443.4 million which shall be paid in
installments as follows:
 60% of the purchase price will be paid on completion;

 20% of the purchase price will be paid 6 months after closing date (“First Installment”); and
 20% of the purchase price will be paid 18 months after closing date (the “Second Installment”),
the First Installment and Second Installment are collectively referred to as the “Installment
Payments”.
The unpaid Installment Payments shall earn interest at the rate of 2.0% p.a. from closing date until
payment.
The purchase price has been adjusted to reflect the dividends from GBPC that BPHI received after the
signing date.
In view of the share purchase agreement, GBPC qualified as a group held for deemed disposal as of
December 31, 2020 with GBPC’s assets and liabilities previously consolidated in the Company’s
statement of financial position reclassified to “Assets under PFRS 5” and “Liabilities under PFRS 5”,
respectively.
On March 31, 2021, after executing all the necessary closing conditions and obtaining approvals, the
transaction was completed. Accordingly, the assets and liabilities of GBPC were deconsolidated and
its result of operations and the corresponding gain on sale are presented under “Operations of an
Entity under PFRS 5”.
Gain on deconsolidation is computed below following the Company’s early adoption of the
Amendments to PFRS 10 and PAS 28, Sales or contributions of assets between an investor and its
associate/joint venture:
(In Millions)
Consideration received or receivable (see Note 15):
Gross proceeds =22,443
P
Less: Dividend adjustment (1,232)
Provisions (700)
Transaction costs (268)
Discount on deferred settlement (119)
20,124
Less: Carrying amount of net assets
deconsolidated – at 56% (15,549)
Gain on deconsolidation =4,575
P
*SGVFS189808*
- 151 -
The provisions amounting to =P700 million included certain indemnity undertakings that may be
triggered upon the occurrence of stipulated indemnifiable events as provided for in the share
purchase agreement.
The Company derecognized these provisions as MGen already released BPHI from liability upon
expiry of the indemnity undertakings and settlement of outstanding provisions in the SPA during the
first quarter of 2023.
Additionally, the share in carrying amount of net assets deconsolidated relating to the 6.37% indirect
ownership in GBPC through MERALCO amounting to = P2,332 million has been reclassified to
Investment in MERALCO (see Note 8).
The carrying amounts of the net assets of GBPC as at the date of deconsolidation were:
(In Millions)
Assets under PFRS 5
Cash and cash equivalents and short-term
placements =8,018
P
Receivables 4,782
Other current assets 5,722
Property, plant and equipment 47,579
Other noncurrent assets 9,020
=75,121
P
Liabilities under PFRS 5

Accounts payable and other current liabilities P7,536
=
Long-term debt (current and noncurrent portions) 27,523
Other long-term liabilities 3,095
Deferred tax liabilities 1,999
=40,153
P
Noncontrolling interest =19,419

P
As a result of the deconsolidation, GBPC’s result of operations are presented under “Operations of
an Entity under PFRS 5”. Shown below are the financial information presented as ‘Operations of an
entity under PFRS 5’:
Three Months Year Ended

Ended December 31,
March 31, 2021 2020
(Audited)
(In Millions)
Operating revenues P5,012
= P21,069
=
Cost of sales and services (3,392) (13,574)
Gross profit 1,620 7,495
General and administrative expenses (680) (3,463)
Interest expense (456) (1,750)
Share in net earnings of equity method-accounted
investees 152 930
(Forward)
*SGVFS189808*
- 152 -

Ended December 31,
March 31, 2021 2020
(Audited)
(In Millions)
Interest income P5
= =140
P
Gain on deconsolidation 4,575 –
Others 318 1,066
Income before income tax 5,534 4,418
Provision for (benefit from) income tax
Current 86 1,390
Deferred (294) (402)
(208) 988
Net income from operations of an entity
under PFRS 5 5,742 3,430
Other comprehensive loss – net:
Not to be reclassified to profit or loss in
subsequent periods (21) (38)
Total comprehensive income from operations of an
entity under PFRS 5 =5,721
P =3,392
P
Basic earnings per share =0.1664

P =0.0498
P
Diluted earnings per share =0.1664

P =0.0498
P

Ended December 31,
March 31, 2021 2020
(Audited)
(In Millions)
Net cash inflow (outflow) from:
Operating activities =2,333
P =5,562
P
Investing activities (166) (123)
Financing activities (1,098) (7,101)
=1,069
P (P
=1,662)
Merger of Beacon Electric and BPHI. On July 7, 2021, the BOD of Beacon Electric and BPHI
approved the planned merger of Beacon Electric and BPHI, with Beacon Electric as the surviving
company. BPHI held the investment in GBPC until the latter was sold to MGen on March 31, 2021.
It was deemed prudent and in the best interest of each company and its respective stockholders to
merge both companies. The merger will result in simplified operations, improved administrative
efficiency, eliminate the duplication of functions and maintenance costs, and attain greater efficiency
and economy in the management of the businesses. On December 23, 2021, SEC approved the Plan
and Articles of Merger and issued the Certificate of Filing of the Articles of Merger. The merger did
not have any impact to the consolidated financial statements.
*SGVFS189808*
- 153 -
33. Financial Risk Management Objectives and Policies
The Company’s principal financial instruments consist mainly of borrowings from related parties and
third-party creditors, proceeds of which were used for the acquisition of investments and in financing
operations. The Company has other financial assets and financial liabilities such as cash and cash
equivalents, short-term placements, receivables, accounts payable and other current liabilities, service
concession fees payable and other related party transactions which arise directly from the Company’s
operations. The Company also holds financial assets at FVPL and FVOCI.
The main risks arising from the Company’s financial instruments are credit risk, liquidity risk,
interest rate risk and foreign currency risk. The MPIC BOD reviews and approves policies of
managing each of these risks and they are summarized below.
Credit Risk
Risk Management
The Company manages and controls credit risk by setting limits on the amount of risk that the
Company is willing to accept for individual counterparties and by monitoring exposures in relation to
such limits. Specific risks are as follows:
 Power. MERALCO is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks and financial
institutions and other financial instruments.
MERALCO, as a franchise holder serving public interest, cannot refuse customer connection. To
mitigate risk, the Distribution Services and Open Access Rule (“DSOAR”) allows MERALCO to
collect bill deposit equivalent to one (1) month’s consumption to secure credit. Also, as a policy,
disconnection notices are sent three (3) days after the bill due date and disconnections are carried
out beginning on the third day after receipt of disconnection notice.
Customer credit risk is managed by each business segment subject to MERALCO’s procedures
and controls relating to customer credit risk management. MERALCO manages and controls
credit risk by setting limits on the amount of risk that it is willing to accept for individual
counterparties and by monitoring exposures in relation to such limits.
 Toll Operations. Receivables arose mainly from electronic toll card service providers of
PT Nusantara motorists plying on its toll roads. Trade receivables also come from energy sales
and treated water sales from the respective customers of RPSL and DCC which are
instrumentalities of the government of Indonesia.
NLEX Corp. has receivable from toll fees of RFID subscribers plying the NLEX and SCTEX
using their subscription account with ESC and non-toll revenues in the form of fees due from
MPT Mobility as exclusive advertising partner and inter-company charges to various affiliate
companies for shared services and seconded employees billed by NLEX Corp. ESC and MPT
Mobility are considered as low-risk counterparties as these are affiliates of NLEX Corp.
Receivables also arose from motorists who cause accidental damage to NLEX property from day-
to-day operations. NLEX Corp., MPCALA and CIC also have advances made to DPWH, a
Philippine government entity, which is covered by a Reimbursement Agreement (see Note 8).
*SGVFS189808*
- 154 -
 Water. Because of the basic need service that Maynilad provides, historical collections of
Maynilad are relatively high. Credit risk exposure is widely dispersed. Save for the extended
payment terms provided to Maynilad’s customers in 2020 resulting from the impact of COVID-
19 (see Notes 3 and 5), Maynilad billings are payable on the due date, which is normally 7 days
from the billing date. However, customers are given 60 days to settle any unpaid bills before
disconnection.
 Rail. Receivables included non-rail revenues from lease of commercial spaces located within
LRT-1 stations, on interconnection fees and advertising contracts. The arrangements are mostly
with well-established companies backed by contracts with provisions for payment delinquency.
The exposure is also limited given that the recurring amounts are collected on a monthly basis
and are not significant.
 Real Estate. Landco trades only with recognized, creditworthy third-parties. Customers who
wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis. In Landco’s real estate business, title to the property
is transferred only upon full payment of purchase price. Sales contract normally follow forfeiture
of installments/deposits made by the customer in favor of Landco. These measures minimizes the
credit risk exposure or any margin loss from possible default in payment of installments.
Landco has adopted a no-business policy with customers lacking appropriate credit history.
With the exception of cash and cash equivalents, the maximum exposure to credit risk (both pre and
post consideration of collateral and credit enhancements) at the reporting date is the carrying value of
each class of financial assets as disclosed below.
The maximum exposure to credit risk on cash and cash equivalents without considering the effects of
collaterals, credit enhancements and other credit risk mitigation techniques is the carrying value of
this financial asset. After considering the credit enhancement pertaining to insured deposits in banks
as prescribed by Philippine Deposit Insurance Corporation, net maximum exposure as at
December 31, 2023 and 2022 amounted to = P38,956 million and =P33,206 million, respectively.
Impairment of Financial Assets
The Company has the following financial assets that are subject to the expected credit loss model:
(i) receivables; and (ii) debt investments carried at FVOCI. While cash and cash equivalents,
restricted cash and short-term placements are also subject to the impairment requirements of PFRS 9,
the identified impairment loss was immaterial.
The Company applies the PFRS 9 simplified approach in measuring expected credit losses which uses
a lifetime expected loss allowance for receivables. To measure the expected credit losses, receivables
have been grouped based on shared credit risk characteristics and the days past due. The expected
loss rates are based on the payment profiles of revenues/sales over a period of at least 24 months
before the relevant reporting date and the corresponding historical credit losses experienced within
this period. The historical loss rates are adjusted to reflect current and forward-looking information
on macroeconomic factors affecting the ability of the customers/counterparties to settle the
receivables. The Company has identified the Gross Domestic Product (“GDP”), CPI, inflation rate
and unemployment rate in the locations in which it sells its goods and services to be the most relevant
factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
Generally, receivables are written-off if past due for more than one year and are not subject to
enforcement activity.
*SGVFS189808*
- 155 -
Impairment losses on receivables are presented as Provision for ECL under “General and
administrative expenses” account in the consolidated statement of comprehensive income.
Subsequent recoveries of amounts previously written off are credited against the same line item.
There are no significant concentrations of credit risk, whether through exposure to individual
customers, specific industry sectors and/or regions.
The table below shows the gross carrying amount of financial assets and the loss allowances:
Not Credit-impaired Credit-impaired Total

Gross Gross Gross
Carrying Allowance Carrying Allowance Carrying Allowance on
Amount on ECL Amount on ECL Amount ECL
(In Millions)
December 31, 2023
Investment in UITF (a) P1,742
= P–
= =–
P =–
P P1,742
= =–
P
Receivables 13,430 – 1,937 1,937 15,367 1,937
Due from related
parties 367 – 950 950 1,317 950
Other current assets:
Quoted equity
shares 98 – – – 98 –
Unquoted equity
shares 5 – – – 5 –
Miscellaneous deposits
and
others 166 – – – 166 –
Other noncurrent assets:
Unquoted equity
shares 5,012 – – – 5,012 –
Derivative assets 246 – – – 246 –
Quoted equity shares 2,112 – – – 2,112 –
Quoted club shares 89 – – – 89 –
Long term cash
and miscellaneous
deposits 822 – – – 822 –
= 24,089
P P–
= = 2,887
P = 2,887
P = 26,976
P = 2,887
P
Not Credit-impaired Credit-impaired Total

Gross Carrying Allowance Gross Carrying Allowance Gross Carrying Allowance on
Amount on ECL Amount on ECL Amount ECL
(In Millions)
December 31, 2022
Investment in UITF (a) P8,827
= =–
P =–
P =–
P P8,827
= =–
P
Receivables 12,570 – 1,746 1,746 14,316 1,746
Due from related
parties 1,239 – – – 1,239 –
Deposit for LTIP 516 – – – 516 –
Quoted equity
shares 107 – – – 107 –
Unquoted equity
shares 5 – – – 5 –
Miscellaneous deposits
and
others 153 – – – 153 –
Unquoted equity
shares 5,987 – – – 5,987 –
Quoted club shares 74 – – – 74 –
Long term cash
and miscellaneous
deposits 686 – – – 686 –
=30,164
P =–
P =1,746
P =1,746
P =31,910
P =1,746
P
*SGVFS189808*
- 156 -
Set out below is the information about the credit risk exposure on the Company’s receivables:
Days past due

Current <30 31-60 61-90 91-180 >180 Total
(In Millions, except for expected loss rates)
December 31, 2023:
Expected loss rate 29% 4% 7% 20% 12% 17% 18%
Gross carrying amount
Receivables =2,384
P =1,515
P =535
P =190
P =625
P =10,118
P =15,36
P
Due from related
parties 950 – – – – – 950
Loss allowance 980 54 38 37 77 1,701 2,887
December 31, 2022:

Expected loss rate 1% 2% 7% 7% 6% 20% 12%
Gross carrying amount =2,710
P =1,616
P =544
P =414
P =1,100
P P7,932 =
= P14,316
Loss allowance 26 37 36 28 71 1,548 1,746
The closing loss allowance for receivables and due from related parties as at December 31 reconcile
to the opening loss allowances as follows:
2023 2022
(In Millions)
Opening loss allowance as at beginning of year (a) =1,746
P =1,466
P
Increase in loss allowance recognized in profit or loss
during the year (see Notes 22 and 24) 1,141 234
Reversal/reclassification/written-off – 46
Balance as at December 31 =2,887
P =1,746
P
Liquidity Risk
The Company manages its liquidity profile to be able to finance its capital expenditures and service
its maturing debts by maintaining sufficient cash and cash equivalents, and the availability of funding
through an adequate amount of committed credit facilities (see Note 18).
The Company’s objective is to maintain a balance between continuity of funding and flexibility
through cash collections, dividend receipts and debt management. As at December 31, 2023, the
Company has negative working capital. The Company sees this circumstance as temporary partly due
to timing of cash inflows and outflows. Operating expenses and working capital requirements are
expected to be sufficiently funded through revenue collection, dividends from its investments and
availment of short-term loans. Liquidity risk is assessed to be minimal.
The Company monitors its cash position using a cash forecasting system. All expected collections,
check disbursements and other cash payments are determined daily to arrive at the projected cash
position to cover its obligations and to ensure that obligations are met as they fall due. The Company
monitors its cash flow position, particularly the collections from receivables, receipts of dividends
and the funding requirements of operations, to ensure an adequate balance of inflows and outflows.
The Company also has online facilities with its depository banks wherein bank balances are
monitored daily to determine the Company’s actual cash balances at any time.
The Company’s liquidity and funding management process include the following:
 Managing the concentration and profile of debt maturities;

 Maintaining debt financing plans; and
 Monitoring liquidity ratios against internal and regulatory requirements.
*SGVFS189808*
- 157 -
The table below summarizes the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments, including future interest payments:
More than More than

1 year 2 years
Not but not but not
exceeding exceeding exceeding More than
1 year 2 years 5 year 5 Years Total
(In Millions)
December 31, 2023
Accounts payable and
other current liabilities(a) =17,528
P P61
= P–
= P–
= =17,589
P
Due to related parties: 8 565 – – 573
Customers’ guaranty deposits(b) – – – 549 549
Service concession fees payable 1,700 9,174 11,454 22,252 44,580
Long-term debts (Principal and
interest) 47,812 53,215 78,995 193,837 373,859
P67,048
= P63,015
= P90,449
= P216,638
= P437,150
=
December 31, 2022

other current liabilities(a) =39,135
P P–
= P–
= P–
= =39,135
P
Due to related parties: 83 – – – 83
Customers’ guaranty deposits(b) – – – 1,325 1,325
Service concession fees payable 1,940 7,430 17,157 12,674 39,201
Long-term debts (Principal and
interest) 34,270 58,321 85,559 167,894 346,044
P75,428
= P65,751
= =102,716
P P181,893
= P425,788
=
(a)
Excludes statutory payable.
(b)
Included under “Other long-term liabilities”.
Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company is subject to fair value and cash
flow interest rate risks. Fixed rate financial instruments measured at fair value are subject to fair
value interest rate risk while floating rate financial instruments are subject to cash flow interest rate
risk. At December 31, 2023 and 2022, the Company’s borrowings were substantially at fixed rates
(see Note 18).
Certain of the Company’s loans that bear a fixed rate for the first five (5) years are subject to an
interest rate repricing after the fifth year. Should the interest rate on the repricing date be
significantly higher than the current fixed rate, the Company has an option to prepay or refinance the
loan.
*SGVFS189808*
- 158 -
The following table demonstrates the sensitivity of income before income tax arising from changes in
interest cash flows of floating rate loans and fair values of financial assets at FVPL, respectively, due
to changes in interest rates with all other variables held constant. The estimates in the movement of
interest rates were based on the management’s annual financial forecast. There is no other impact on
equity other than those already affecting the consolidated statements of comprehensive income.
Increase in Basis Points Decrease in Basis Points

Effect on Effect on
Income Income
Basis Before Basis Before
Points Income Tax Points Income Tax
(In Millions) (In Millions)
December 31, 2023
Philippine Peso +50 (P
=104) –50 P
=104
Indonesian Rupiah +50 (132) –50 132
US Dollar +50 – –50 –
Thai Baht +50 – –50 –
Vietnamese Dong +50 (4) –50 4
December 31, 2022
Philippine Peso +50 (P
=104) –50 =104
P
Indonesian Rupiah +50 (119) –50 119
US Dollar +50 (36) –50 36
Thai Baht +50 – –50 –
Vietnamese Dong +50 (4) –50 4
Foreign Currency Risk

To manage the Company’s foreign exchange risk arising from future commercial transactions,
recognized assets and liabilities, and to improve investment and cash flow planning, in addition to
natural hedges, the Company enters into and engages in foreign exchange contracts for the purpose of
managing its foreign exchange rate exposures emanating from business, transaction specific, as well
as currency translation risks and reducing and/or managing the adverse impact of changes in foreign
exchange rates on the Company’s operating results and cash flows.
Exposure to foreign currency risk primarily results from the following foreign currency transactions:
 Power. While an insignificant percentage of the MERALCO’s revenues and liabilities is

denominated in U.S. dollars, a substantial amount of the MERALCO’s expenditures for
electricity capital projects and a portion of the operating expenses are denominated in foreign
currencies, mostly in U.S. dollars. As such, a strengthening or weakening of the Philippine peso
against the U.S. dollar will decrease or increase in Philippine peso terms, the principal amount of
the MERALCO’s foreign currency-denominated liabilities and the related interest expense,
foreign currency-denominated capital expenditures and operating expenses as well as U.S. dollar-
denominated revenues.
 Water. The servicing of foreign currency-denominated loans of MWSS is among the

requirements of the Maynilad CA. While majority of the revenues are generated in Philippine
Peso, there was a mechanism in place as part of the OCA wherein Maynilad (or the end
consumers) can recover foreign currency fluctuations through the FCDA that is approved by the
MWSS RO. As discussed in Note 29, the MWSS RO approved the removal of the FCDA from,
and the inclusion of a “Transitory Adjustment” in the bills of Maynilad customers beginning
November 18, 2021 until December 31, 2022.
*SGVFS189808*
- 159 -
 Toll Operations. Payment for PT Nusantara’s loans which are denominated in Rupiah is to be
sourced from cash generated from operations, also denominated in Rupiah.
 Rail. LRMC’s exposure to foreign currency risk is minimal and only limited to transactional
currency exposures arising from payments to suppliers and contractors.
The Company’s foreign currency-denominated financial assets and liabilities as at December 31:
December 31, 2023

(In Millions)
Total Peso
US Dollar JPY Equivalent
Assets:
Cash and cash equivalents $3 ¥11 P
= 169
Accounts receivables and other
receivables 1 51
4 – 220
Liabilities:
other current liabilities (3) – (158)
payable (74) – (4,098)
Long-term debts (129) (16,406) (13,578)
(206) (16,406) (17,834)
Net foreign currency-denominated
liabilities ($202) (¥16,395) (P
= 17,614)
December 31, 2022

(In Millions)
Total Peso
US Dollar JPY Equivalent
Assets:
Cash and cash equivalents $8 ¥17 =432
P
Restricted cash 3 – 179
11 17 611
Liabilities:
other current liabilities (2) (24) (120)
payable (66) – (3,658)
Long-term debts (128) (7,645) (10,347)
(196) (7,669) (14,125)
Net foreign currency-denominated
liabilities ($185) (¥7,652) (P
=13,514)
The exchange rates used to determine the peso value are as follows:
US Dollar JPY
December 31, 2023 P
=55.3700 P
=0.393
December 31, 2022 =55.755
P =0.42
P
*SGVFS189808*
- 160 -
The following table demonstrates sensitivity of cash flows due to changes in foreign exchange rates
with all variables held constant. The estimates in the movement of the foreign exchange rates were
based on the management’s annual financial forecast.

Increase/ Increase/
Decrease in Effect on Decrease in Effect on
Foreign Income Foreign Income
Exchange Before Exchange Before
Rates Income Tax Rates Income Tax
(In Millions) (In Millions)
US Dollar +5% (P
=561) +5% (P
=351)
Japanese Yen +5% (322) +5% (160)
US Dollar –5% 561 –5% 351
Japanese Yen –5% 322 –5% 160
Capital Management
Capital includes preferred shares and equity attributable to the equity holders of the Parent Company.
The primary objective of the Company’s capital management policies is to ensure that the Company
maintains a strong statement of financial position and healthy capital ratios in order to support its
business and maximize shareholder value. The Company ensures that it is compliant with all debt
covenants not only at the consolidated level but also at the level of Parent Company and each of its
subsidiaries.
In general, the Company closely monitors its debt covenants and maintains a capital expenditure
program and dividend declaration policy that keeps the compliance of these covenants into
consideration (see Note 18).
The following debt covenants are being complied with by the Company as part of maintaining a
strong credit rating with its creditors:
 MPIC. MPIC’s loan agreements require achievement of certain financial ratios. Moreover, under
the loan agreements, MPIC needs to achieve a required DSCR per loan agreements to be able to
declare dividends.
 Power. MERALCO’s loan agreements require compliance with debt service coverage of
1.1 times calculated on specific measurement dates. The agreements also contain restrictions with
respect to the creation of liens or encumbrances on assets, issuance of guarantees, mergers or
consolidations, disposition of a significant portion of its assets and related party transactions.
 Toll Operations. The loan agreements require maintenance of debt-to-equity ratio and DSCR as
indicated in the agreements to be able to incur new loans or declare dividends (see Note 18).
 Water. Maynilad closely manages its capital structure vis–a–vis a certain target gearing ratio,
which is net debt divided by total capital plus net debt. Maynilad’s target gearing ratio is not to
exceed 75%. This target is to be maintained over the next five (5) years by managing the level of
borrowings and dividend payments to shareholders.
*SGVFS189808*
- 161 -
The Company manages its capital structure and adjust it in light of changes in economic
conditions. To maintain or adjust the capital structure, the Company may obtain additional
advances from shareholders, return capital to shareholders, issue new shares or issue new debt or
redemption of existing debt. No changes were made in the objectives, policies or processes
during the years ended December 31, 2023 and 2022. The Company monitors capital on the
basis of debt-to-equity ratio.
Debt-to-equity ratio is calculated as short-term and long-term debt over equity. The Company’s goal
is to maintain a sustainable debt-to-equity ratio. The debt-to-equity ratios as at December 31, 2023
and 2022 are:
2023 2022
(In Millions)
Short-term and long-term debt (see Note 18) (a) P
=316,705 =292,467
P
Equity (see Note 20) (b) 289,012 245,041
Debt-to-equity ratio (a/b) 110% 119%
34. Financial Instruments – Categories and Derivatives
Categories of Financial Instruments

The categories of the Company’s financial assets and financial liabilities, other than cash and cash
equivalents, short-term placements and restricted cash are:
*SGVFS189808*
- 162 -
December 31, 2023

(In Millions)
Financial Assets Financial Liabilities
Amortized Cost FVPL FVOCI Amortized Cost FVPL Total
ASSETS
Investment in UITF (a) P
=– P
=1,742 P
=– P
=– P
=– P
=1,742
Receivables - net 13,430 – – – – 13,430
Due from related parties 367 – – – – 367
Quoted equity shares – – 98 – – 98
Unquoted equity shares – – 5 – – 5
Miscellaneous deposits and others 166 – – – – 166
Unquoted equity shares – – 5,012 – – 5,012
Quoted equity shares 2,112 2,112
Quoted club shares – – 89 – – 89
Derivative asset – – 246 – – 246
Long term cash and miscellaneous deposits 822 – – – – 822
P
=14,785 P
=1,742 P
=7,562 P
=– P
=– P
=24,089
LIABILITIES
Accounts payable and other current liabilities (b) P
=– P
=– P
=– P
=43,456 P
=9 P
=43,465
Provisions – – – – 4,323 4,323
Due to related parties – – – 93 – 93
Service concession fees payable – – – 29,764 – 29,764
Short-term and long-term debt – – – 316,705 – 316,705
Other long-term liabilities – – – 1,302 – 1,302
P
=– P
=– P
=– P
=391,320 P
=4,332 P
=395,652
(a)
Included under ‘Short-term placements’.
(b)
Excludes statutory payables
*SGVFS189808*
- 163 -
December 31, 2022

(In Millions)
Financial Assets Financial Liabilities
Amortized Cost FVPL FVOCI Amortized Cost FVPL Total
ASSETS
Investment in UITF (a) =–
P =8,827
P P–
= P–
= P–
= P8,827
=
Receivables - net 12,570 – – – – 12,570
Due from related parties 439 800 – – – 1,239
Deposit for LTIP 516 – – – – 516
Quoted equity shares – – 107 – – 107
Unquoted equity shares – – 5 – – 5
Miscellaneous deposits and others 153 – – – – 153
Unquoted equity shares – – 5,987 – – 5,987
Quoted club shares – – 74 – – 74
Derivative asset – – 210 – – 210
Long term cash and miscellaneous deposits 686 – – – – 686
=14,364
P =9,627
P =6,383
P =–
P =–
P =30,374
P
LIABILITIES
Accounts payable and other current liabilities (b) P–
= P–
= P–
= =41,726
P =6
P =41,732
P
Provisions – – – – 3,574 3,574
Due to related parties – – – 83 – 83
Service concession fees payable – – – 29,742 – 29,742
Short-term and long-term debt – – – 292,467 – 292,467
Other long-term liabilities – – – 1,337 – 1,337
=–
P =–
P =–
P =365,355
P =3,580
P =368,935
P
(a) Included under ‘Short-term placements’
(b) Excludes statutory payables
*SGVFS189808*
- 164 -
Derivative Financial Instruments

Except for “Option liabilities” included under “Accounts payable and other current liabilities”
(see Note 15) and Derivative Asset included under “Other noncurrent assets” (see Note 18) in the
consolidated statements of financial position, the Company has no other freestanding derivatives as at
December 31, 2023 and 2022.
35. Fair Value Measurement

The fair value of the assets and liabilities is determined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between participants at the measurement
date. The following tables summarize the carrying amounts and fair values of the assets and
liabilities, analyzed among those whose fair value is based on:
 Level 1 – Quoted market prices in active markets for identical assets or liabilities;
 Level 2 – Those involving inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
 Level 3 – Those with inputs for the asset or liability that are not based on observable market data
(unobservable input).
December 31, 2023

Carrying Total Fair
Value Level 1 Level 2 Level 3 Value
(In Millions)
Assets measured at fair value
Financial assets through profit or loss
UITF P
= 1,742 P
=– P
= 1,742 P
=– P
= 1,742
Financial assets through OCI
Quoted equity shares 2,210 2,210 – – 2,210
Derivative asset 246 – 246 – 246
Unquoted equity shares 5,017 – – 5,017 5,017
Quoted club shares 89 – 89 – 89
P
= 9,304 P
= 2,210 P
= 2,077 P
= 5,017 P
= 9,304
Liabilities measured at fair value

Financial liabilities at FVPL
Option liability P
=9 P
=– P
=– P
=9 P
=9
Provisions 4,323 – – 4,323 4,323
P
= 4,332 P
=– P
=– P
= 4,332 P
= 4,332
Assets for which fair values are disclosed

Amortized cost
Due from related parties P
= 367 P
=– P
=– P
= 367 P
= 367
Miscellaneous deposits 988 – – 922 922
P
= 1,355 P
=– P
=– P
= 1,289 P
= 1,289
Liabilities for which fair values are disclosed

Other financial liabilities
Service concession fees payable P
= 29,764 P
=– P
=– P
= 31,129 P
= 31,129
(current and noncurrent)
Short-term and long-term debt (current
and noncurrent) 316,705 8,682 – 293,578 302,260
Customer guaranty deposit 1,302 – – 1,294 1,294
Due to related parties 93 – – 93 93
P
= 347,864 P
= 8,682 P
=– P
= 326,094 P
= 334,776
*SGVFS189808*
- 165 -
December 31, 2022

Carrying Total Fair
Value Level 1 Level 2 Level 3 Value
(In Millions)
Assets measured at fair value
Financial assets through profit or loss
UITF =8,827
P =–
P =8,827
P =–
P =8,827
P
Due from related parties 800 – – 800 800
Derivative asset 210 – 210 – 210
Financial assets through OCI
Quoted equity shares 107 107 – – 107
Unquoted equity shares 5,992 – – 5,992 5,992
Quoted club shares 74 – 74 – 74
=16,010
P =107
P =9,111
P =6,792
P =16,010
P
Liabilities measured at fair value

Financial liabilities at FVPL
Option liability =6
P =–
P =–
P =6
P =6
P
Provisions 3,574 – – 3,574 3,574
=3,580
P =–
P =–
P =3,580
P =3,580
P
Assets for which fair values are disclosed

Amortized cost
Due from related parties P439
= =–
P =–
P =439
P =439
P
Miscellaneous deposits 839 – – 780 780
=1,278
P =–
P =–
P =1,219
P =1,219
P
Liabilities for which fair values are disclosed

Other financial liabilities
Service concession fees payable =29,742
P =–
P =–
P =29,000
P =29,000
P
(current and noncurrent)
Short-term and long-term debt (current
and noncurrent) 292,467 8,648 – 263,141 271,789
Customer guaranty deposit 1,337 – – 1,303 1,303
Due to related parties 83 – – 83 83
=323,629
P =8,648
P =–
P =293,527
P =302,175
P
The following methods and assumptions were used to measure the fair value of each class of assets
and liabilities for which it is practicable to estimate such value:
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 their short-term nature.
Investments in Unit Investment Trust Funds (“UITF”). UITFs are ready-made investments that allow
the pooling of funds from different investors with similar investment objectives. These UITFs are
managed by professional fund managers and may be invested in various financial instruments such as
money market securities, bonds and equities, which are normally available to large investors only. 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 based on the estimated fair market value of the assets of the
fund based on prices supplied by independent sources.
Due from Related Parties. Estimated fair value is based on the discounted value of future cash flows
using the applicable rates for similar type of financial instruments.
Quoted Equity Shares, Quoted Club Shares and LTNCD. The fair value of these financial assets are
based on the quoted market price as at December 31, 2023 and 2022.
*SGVFS189808*
- 166 -
Unquoted Equity Shares. To estimate the fair value of the unquoted equity shares, the Company uses
the guideline public company method. This valuation model is based on published data regarding
comparable companies’ quoted prices, earnings, revenues and EBITDA expressed as a multiple,
adjusted for the effect of the non-marketability of the equity securities. The estimate is adjusted for
the net debt of the investee, if applicable.
Miscellaneous Deposits. The fair value of the refundable occupancy deposits is determined by
discounting the deposit using the prevailing market rate of interest.
Due to Related Parties, 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.
Miscellaneous Deposits. 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.
Option Liabilities. The fair value of the call options was estimated using a binomial pricing model
(see Note 32).
Short-term Debt. Carrying amount of short-term debts are considered to be the same as their fair
values due to their short-term nature.
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 ranging from 4.8% to 8.2% and
2.3% to 8.3% in 2023 and 2022, respectively.
Provisions. Estimated fair value is based on the discounted value of future cash flows using the
applicable rates for similar types of financial instruments.
36. Supplemental Cash Flow Information
Non-cash investing activities

The following table shows the Company’s significant non-cash investing activities and corresponding
transaction amounts:
2023 2022 2021

(In Millions)
Additions to service concession assets pertaining to
additions to capitalized interest accretion from
service concession fees, MWSS loan drawdown and
others (see Notes 12 and 17) =1,035
P =1,148
P =2,082
P
Additions to ROU assets lease contracts entered into
during the year (see Note 13) 482 212 612
Additions to Property, Plant, and Equipment through
acquisition of business (see Note 4) 139 21 −
Additions to equity method investees pertaining to
earnout provisions and funding commitment 1,249 848 −
*SGVFS189808*
- 167 -
Changes in liabilities arising from financing activities:

The following table shows significant changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes:
Service concession Short-term and Due to related Interest and other

fee payable long-term debt parties Lease liability Dividends payable financing charges
(see Note 17) (see Note 18) (see Note 19) (see Note 38) (see Note 15) (see Note 15)
(In Millions)
Balance as at January 1, 2022 =31,296
P =246,342
P =101
P =685
P =634
P =2,313
P
Cash flow (see statements of cash flows)
Proceeds − 73,025 − − − −
Payments (861) (27,419) − (272) (6,038) (8,788)
Transaction cost − (316) − − − −
(861) 45,290 − (272) (6,038) (8,788)
Non-cash:
Dividends declared – – – – 5,767 –
Interest expense – – – – – 10,306
Additions 147 − − 203 – –
Interest accretion 1,761 − − 30 – –
Remeasurement (2,658) − − − − −
Foreign exchange movements 324 657 – 1 – –
Amortization of debt issue costs − 352 – − – –
Others (267) (174) (18) (55) – –
(693) 835 (18) 179 5,767 9,072
Balance as at December 31, 2022 29,742 292,467 83 592 363 2,597
Cash flow (see statements of cash flows)
Proceeds − 39,107 − − − −
Payments (1,048) (15,926) − (376) (6,865) (11,155)
Transaction cost − (261) − − − −
(1,048) 22,920 − (376) (6,865) (11,155)
Non-cash:
Dividends declared – – – – 7,244 –
Interest expense – – – – – 13,003
Additions 714 − − 482 – –
(Forward)
*SGVFS189808*
- 168 -
Service concession Short-term and Due to related Interest and other

fee payable long-term debt parties Lease liability Dividends payable financing charges
(see Note 17) (see Note 18) (see Note 19) (see Note 38) (see Note 15) (see Note 15)
(In Millions)
Interest accretion =1,190

P P−
= P−
= = 59
P P–
= P–
=
Remeasurement (647) − − − − −
Foreign exchange movements 80 818 – − – –
Amortization of debt issue costs – 179 – – – –
Others (267) 321 10 64 – (1,302)
1,070 1,318 10 605 7,244 11,701
Balance as at December 31, 2023 =29,764
P =316,705
P = 93
P =821
P =742
P =3,143
P
*SGVFS189808*
- 169 -
37. Events after the Reporting Period
Aside from those disclosed in Note 10 (MERALCO’s dividend declaration), Note 18 (short-term and
long-term debt), Note 20 (MPIC’s dividend declaration and share buyback program), Note 29 (status
of certain significant contracts, agreements and commitments), and Note 30 (status of certain
contingencies), there were no other events occurring after the reporting period.
38. Material Accounting Policies
This note provides a list of the material accounting policies adopted in the preparation of these
consolidated financial statements to the extent they have not already been disclosed in the other notes
above. These policies have been consistently applied to all the years presented, unless otherwise
stated.
a. Changes in Accounting Policies and Disclosures

The accounting policies adopted are consistent with those of the previous financial year, except
for the adoption of new standards effective as at January 1, 2023. The Company has not early
adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The adoption of the new standards did not have an impact on the consolidated financial
statements of the Company, except for the adoption of this amendment.
 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies
The amendments to PAS 1 and PFRS Practice Statement 2 Making Materiality Judgements
provide guidance and examples to help entities apply materiality judgements to accounting
policy disclosures. The amendments aim to help entities provide accounting policy
disclosures that are more useful by replacing the requirement for entities to disclose their
‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting
policies and adding guidance on how entities apply the concept of materiality in making
decisions about accounting policy disclosures.
The amendments have had an impact on the Company’s disclosures of accounting policies,
but not on the measurement, recognition or presentation of any items in the Company’s
financial statements.
b. Principal Accounting and Financial Reporting Policies
The principal accounting and financial reporting policies adopted in preparing the Company’s
consolidated financial statements are as follows:
Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred measured at acquisition date fair value, and
the amount of any NCI in the acquiree. For each business combination, the Company elects whether
to measure the NCIs in the acquiree at fair value or at the proportionate share of the acquiree’s
identifiable net assets. Acquisition-related costs are expensed as incurred and included in general and
administrative expenses.
*SGVFS189808*
- 170 -
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent
settlement is accounted for within equity. Contingent consideration classified as an asset or liability
that is a financial instrument and within the scope of PFRS 9, is measured at fair value with the
changes in fair value recognized in the consolidated statement of comprehensive income in
accordance with PFRS 9. Other contingent consideration that is not within the scope of PFRS 9 is
measured at fair value at each reporting date with changes in fair value recognized in profit or loss.
Equity Method Investees

Equity method investees consist of the Company’s investments in associates and joint ventures.
The aggregate of the Company’s share of profit or loss of an associate and a joint venture is shown on
the face of the consolidated statement of comprehensive income outside operating profit and
represents profit or loss after tax and NCI in the subsidiaries of the associate or joint venture.
After application of the equity method, the Company determines whether it is necessary to recognize
an impairment loss on its investment in its associate or joint venture. At each reporting date, the
Company determines whether there is objective evidence that the investment in the associate or joint
venture is impaired. If there is such evidence, the Company calculates the amount of impairment as
the difference between the recoverable amount of the associate or joint venture and its carrying value,
then recognizes the impairment loss as part of “Provision for decline in value” account in the
consolidated statement of comprehensive income.
Upon loss of significant influence over the associate or joint control over the joint venture, the
Company measures and recognizes any retained investment at its fair value. Any difference between
the carrying amount of the associate or joint venture upon loss of significant influence or joint control
and the fair value of the retained investment and proceeds from disposal is recognized in profit or
loss.
The Company has elected as an accounting policy to present a single statement of profit or loss and
other comprehensive income combining the two elements, rather than two statements, a statement of
profit or loss and a statement of comprehensive income. If a two-statement approach is adopted, the
statement of profit or loss must be followed directly by the statement of comprehensive income.
Fair Value Measurement

The Company measures financial instruments such as derivatives at fair value at each reporting date
and, for purposes of impairment testing, uses fair value less costs of disposal or VIU to determine the
recoverable amount of some of its non-financial assets. Also, fair values of financial instruments
measured at amortized cost are disclosed in Note 35.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
 In the principal market for the asset or liability; or

 In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
*SGVFS189808*
- 171 -
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial
statements are categorized within the fair value hierarchy, described as follows, based on the
lowest-level input that is significant to the fair value measurement as a whole:
 Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
 Level 2 – Valuation techniques for which the lowest-level input that is significant to the fair
value measurement is directly or indirectly observable
 Level 3 – Valuation techniques for which the lowest-level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognized in the consolidated financial statements at fair value on a
recurring basis, the Company determines whether transfers have occurred between levels in the
hierarchy by re-assessing categorization (based on the lowest-level input that is significant to the fair
value measurement as a whole) at the end of each reporting period.
The Company determines the policies and procedures for both recurring fair value measurement, such
as derivatives, and non-recurring measurement, such as impairment tests. At each reporting date, the
finance team, with the assistance of the respective finance teams of the Parent Company’s
subsidiaries, analyzes the movements in the values of assets and liabilities which are required to be
remeasured or reassessed as per the Company’s accounting policies. For this analysis, the finance
team verifies the major inputs applied in the latest valuation by agreeing the information in the
valuation computation to contracts, counterparty assessment and other relevant documents.
The finance team also compares the changes in the fair value of each asset and liability with relevant
external sources to determine whether the change is reasonable. On an interim basis, the finance team
presents the valuation results to the Company’s top management for review. This includes a
discussion of the major assumptions used in the valuations.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities
based on the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above (see Note 35).
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial Instruments: Financial Assets

Initial Recognition and Measurement. Financial assets are classified, at initial recognition, as
subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI),
and FVPL.
*SGVFS189808*
- 172 -
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Company’s business model for managing them. With the exception
of trade receivables that do not contain a significant financing component or for which the Company
has applied the practical expedient, the Company initially measures a financial asset at its fair value
plus, in the case of a financial asset not at FVPL, transaction costs. Trade receivables that do not
contain a significant financing component or for which the Company has applied the practical
expedient are measured at the transaction price determined under PFRS 15. Refer to the accounting
policies in section “Revenue from contracts with customers.”
In order for a financial asset to be classified and measured at amortized cost or FVOCI, it needs to
give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument
level.
The Company’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognized on the trade date,
i.e., the date that the Company commits to purchase or sell the asset.
Subsequent Measurement. For purposes of subsequent measurement, financial assets are classified in
four categories:
 Financial assets at amortized cost (debt instruments)

 Financial assets at FVOCI with recycling of cumulative gains and losses (debt instruments)
 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
 Financial assets at FVPL
Financial Assets at Amortized Cost (Debt Instruments). The Company measures financial assets at
amortized cost if both of the following conditions are met:
 the financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows; and
 the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost are subsequently measured using the effective interest rate (EIR)
method and are subject to impairment. Gains and losses are recognized in profit or loss when the
asset is derecognized, modified or impaired.
The Company’s financial assets at amortized cost includes cash and cash equivalents, short-term
placements, restricted cash, receivables, other current assets and other noncurrent assets
(see Note 34).
Financial Assets at FVOCI (Debt Instruments). The Company measures debt instruments at FVOCI
if both of the following conditions are met:
 The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling; and
*SGVFS189808*
- 173 -
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
For debt instruments at FVOCI, interest income, foreign exchange revaluation and impairment losses
or reversals are recognized in the consolidated statement of comprehensive income and computed in
the same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is
recycled to profit or loss.
The Company’s debt instruments at FVOCI includes investments in quoted debt instruments included
under “Other non-current assets” account.
Financial Assets Designated at FVOCI (Equity Instruments). Upon initial recognition, the Company
can elect to classify irrevocably its equity investments as equity instruments designated at FVOCI
when they meet the definition of equity under PAS 32, Financial Instruments: Presentation, and are
not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are
recognized as other income in the profit or loss when the right of payment has been established,
except when the Company benefits from such proceeds as a recovery of part of the cost of the
financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at
FVOCI are not subject to impairment assessment.
The Company elected to classify irrevocably its investments in unquoted equity securities under this
category.
Financial Assets at FVPL. Financial assets at FVPL include financial assets held for trading,
financial assets designated upon initial recognition at FVPL, or financial assets mandatorily required
to be measured at fair value. Financial assets are classified as held for trading if they are acquired for
the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded
derivatives, are also classified as held for trading unless they are designated as effective hedging
instruments. Financial assets with cash flows that are not solely payments of principal and interest
are classified and measured at FVPL, irrespective of the business model. Notwithstanding the criteria
for debt instruments to be classified at amortized cost or at FVOCI, as described above, debt
instruments may be designated at FVPL on initial recognition if doing so eliminates, or significantly
reduces, an accounting mismatch.
Financial assets at FVPL are carried in the consolidated statement of financial position at fair value
with net changes in fair value recognized in the profit or loss.
This category includes derivative instruments and UITF. Income earned on UITF is also recognized
in the profit or loss when the right of payment has been established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is

separated from the host and accounted for as a separate derivative if: the economic characteristics and
risks are not closely related to the host; a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative; and the hybrid contract is not measured at FVPL.
Embedded derivatives are measured at fair value with changes in fair value recognized in profit or
loss. Reassessment only occurs if there is either a change in the terms of the contract that
significantly modifies the cash flows that would otherwise be required or a reclassification of a
financial asset out of the FVPL category.
*SGVFS189808*
- 174 -
A derivative embedded within a hybrid contract containing a financial asset host is not accounted for
separately. The financial asset host together with the embedded derivative is required to be classified
in its entirety as a financial asset at FVPL.
Derecognition. A financial asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is primarily derecognized (i.e., removed from the Company’s consolidated
statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Company continues to recognize the transferred
asset to the extent of its continuing involvement. In that case, the Company also recognizes an
associated liability. The transferred asset and the associated liability are measured on a basis that
reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Company could be required to repay.
Impairment of Financial Assets. The Company recognizes an allowance for expected credit losses
(ECLs) for all debt instruments not held at FVPL. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Company
expects to receive, discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).
For receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the
Company does not track changes in credit risk, but instead recognizes a loss allowance based on
lifetime ECLs at each reporting date. The Company has established a provision matrix that is based
on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
For debt instruments at FVOCI, the Company applies the low credit risk simplification. At every
reporting date, the Company evaluates whether the debt instrument is considered to have low credit
risk using all reasonable and supportable information that is available without undue cost or effort. In
making that evaluation, the Company reassesses the internal credit rating of the debt instrument. In
*SGVFS189808*
- 175 -
addition, the Company considers that there has been a significant increase in credit risk when
contractual payments are more than 30 days past due.
The Company’s debt instruments at FVOCI comprise of government securities and quoted corporate
bonds that are graded in the top investment category (AAA) by credit rating agencies and, therefore,
are considered to be low credit risk investments. It is the Company’s policy to measure ECLs on such
instruments on a 12-month basis. However, when there has been a significant increase in credit risk
since origination, the allowance will be based on the lifetime ECL. The Company uses the ratings
from reputable credit rating firms both to determine whether the debt instrument has significantly
increased in credit risk and to estimate ECLs.
The Company considers a financial asset in default when contractual payments are more than 60 to
180 days past due. However, in certain cases, the Company may also consider a financial asset to be
in default when internal or external information indicates that the Company is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements held by
the Company. A financial asset is written off when there is no reasonable expectation of recovering
the contractual cash flows.
Financial Instruments: Financial Liabilities

Initial Recognition and Measurement. Financial liabilities are classified, at initial recognition, as
financial liabilities at FVPL, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other current payables (excluding statutory
payables), loans and borrowings, and derivative financial instruments.
Subsequent Measurement - Financial Liabilities at FVPL. Financial liabilities at FVPL include

financial liabilities held for trading and financial liabilities designated upon initial recognition as at
FVPL.
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments entered
into by the Company that are not designated as hedging instruments in hedge relationships as defined
by PFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the profit or loss.
Financial liabilities designated upon initial recognition at FVPL are designated at the initial date of
recognition, and only if the criteria in PFRS 9 are satisfied. The Company has not designated any
financial liability as at FVPL.
Subsequent Measurement - Loans and Borrowings. This is the category most relevant to the
Company. After initial recognition, interest-bearing and non-interest-bearing loans and borrowings
are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized
in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
*SGVFS189808*
- 176 -
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortization is included as finance costs under
the “Interest expense” in the consolidated statement of comprehensive income.
This category generally applies to interest-bearing loans and borrowings (see Notes 18, 32, and 33).
Derecognition. A financial liability is derecognized when the obligation under the liability is
discharged or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and
the recognition of a new liability. The difference in the respective carrying amounts is recognized in
the profit or loss.
Derivative Financial Instruments and Hedge Accounting

Initial Recognition and Subsequent Measurement. The Company uses derivative financial
instruments, particularly foreign currency forward contracts, to hedge its foreign currency risks. Such
derivative financial instruments are initially recognized at fair value on the date in which a derivative
contract is entered into or bifurcated, and are subsequently remeasured at fair value. Derivatives are
carried as financial assets when the fair value is positive and as financial liabilities when the fair
value is negative.
For the purpose of hedge accounting, hedges are classified as:
 Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or
liability or an unrecognized firm commitment;
 Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable
to a particular risk associated with a recognized asset or liability or a highly probable forecast
transaction or the foreign currency risk in an unrecognized firm commitment; and
 Hedges of a net investment in a foreign operation.
At the inception of a hedge relationship, the Company formally designates and documents the hedge
relationship to which the Company wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of
the risk being hedged and how the Company will assess whether the hedging relationship meets the
hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how
the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of
the following effectiveness requirements:
 there is ‘an economic relationship’ between the hedged item and the hedging instrument;
 the effect of credit risk does not ‘dominate the value changes’ that result from that economic
relationship; and
 the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Company actually hedges and the quantity of the hedging instrument that the
Company actually uses to hedge that quantity of hedged item.
*SGVFS189808*
- 177 -
Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described
below:
Fair Value Hedges. The change in the fair value of a hedging instrument is recognized in the
consolidated statement of comprehensive income as other expense. The change in the fair value of
the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged
item and is also recognized in the consolidated statement of comprehensive income as other expense.
For fair value hedges relating to items carried at amortized cost, any adjustment to carrying value is
amortized through profit or loss over the remaining term of the hedge using the EIR method. The
EIR amortization may begin as soon as an adjustment exists and no later than when the hedged item
ceases to be adjusted for changes in its fair value attributable to the risk being hedged.
If the hedged item is derecognized, the unamortized fair value hedge is recognized immediately in
profit or loss.
When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative
change in the fair value of the firm commitment attributable to the hedged risk is recognized as an
asset or liability with a corresponding gain or loss recognized in profit or loss.
Cash Flow Hedges. The effective portion of the gain or loss on the hedging instrument is recognized
in OCI in the cash flow hedge reserve, while any ineffective portion is recognized immediately in the
profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on
the hedging instrument and the cumulative change in fair value of the hedged item.
The Company uses foreign currency forward contracts as hedges of its exposure to foreign currency
risk in forecast transactions and firm commitments. The ineffective portion relating to foreign
currency contracts is recognized as other expense and the ineffective portion relating to commodity
contracts is recognized in other operating income or expenses.
The Company designates only the spot element of forward contracts as a hedging instrument. The
forward element is recognized in OCI and accumulated in a separate component of equity under cost
of hedging reserve.
The amounts accumulated in OCI are accounted for, depending on the nature of the underlying
hedged transaction. If the hedged transaction subsequently results in the recognition of a
non-financial item, the amount accumulated in equity is removed from the separate component of
equity and included in the initial cost or other carrying amount of the hedged asset or liability. This is
not a reclassification adjustment and will not be recognized in OCI for the period. This also applies
where the hedged forecast transaction of a non-financial asset or non-financial liability subsequently
becomes a firm commitment for which fair value hedge accounting is applied.
For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a
reclassification adjustment in the same period or periods during which the hedged cash flows affect
profit or loss.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the
amount will be immediately reclassified to profit or loss as a reclassification adjustment. After
discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must
be accounted for depending on the nature of the underlying transaction as described above.
*SGVFS189808*
- 178 -
Option Liabilities
Option liabilities are contractual obligations of the Company to purchase its own equity instruments
for cash or another financial asset which gives rise to a financial liability and initially measured at the
present value of the redemption amount. Subsequently, the option liabilities are measured at fair
value in accordance with PFRS 9.
Inventories
Inventories, which are included as part of “Other current assets” in the consolidated statement of
financial position, are valued at the lower of cost and net realizable value (NRV).
Cost includes purchase price and import duties incurred in bringing each item of inventory to its
present location and condition. Cost is determined using the moving average method for the health
segment and weighted average method for the power, tollways and the water segment. Depending on
the nature of the inventory, NRV is based either on current replacement cost or estimated selling price
less estimated cost to sell.
Real Estate for Sale

Property acquired or being constructed for sale in the ordinary course of business, rather than to be
held for rental or capital appreciation, is classified as real estate for sale and are measured at the lower
of cost and NRV. Cost includes the acquisition cost of the land plus all costs directly attributable to
the acquisition for projects where the Company is the landowner, and includes actual development
costs incurred up to reporting date for projects where the Company is both the landowner and
developer. When the Company is only a developer, the cost of real estate for sale pertains only the
actual development costs.
NRV is the estimated selling price in the ordinary course of the business, based on market prices at
the reporting date, less estimated costs to complete and the estimated costs necessary to make the
sale. The Company recognizes the effect of revisions in the total project cost estimates in the year in
which these changes become known.
Advances to Contractors and Consultants

Advances to contractors and consultants, represent advance payments for mobilization of the
contractors and consultants. These are stated at costs less any impairment in value. These amounts
are reduced upon receipt of the equivalent amount of services rendered by the contractors and
consultants. These are recognized as current or noncurrent depending on the classification of its
underlying asset.
Service Concession Arrangements

The Company, as operator, accounts for a public-to-private service concession arrangement in
accordance with Philippine Interpretation IFRIC 12 where the grantor controls the infrastructure. The
grantor controls the infrastructure where the following conditions are met:
 the grantor controls or regulates what services the operator must provide with the infrastructure,
to whom it must provide them, and at what price; and
 the grantor controls – through ownership, beneficial entitlement or otherwise – any significant
residual interest in the infrastructure at the end of the arrangement’s term.
The Company recognizes an asset for the consideration that it receives from the grantor in exchange
for providing construction or upgrade services. The consideration received can take a variety of
forms. The consideration given by the grantor to the operator might be rights to: (a) an intangible
asset (see accounting policy section ‘Service Concession Arrangements – Intangible Asset Model’); or
(b) a financial asset (see accounting policy section ‘Service Concession Arrangements – Financial
Asset Model’)
*SGVFS189808*
- 179 -
Service Concession Arrangements – Intangible Asset Model

Where the operator receives right (license) to charge users of public service, the Company accounts
for such arrangement under the intangible asset model (see Notes 12 and 29).
Construction and Upgrade Services: Revenue and Cost Recognition. The Company recognizes
revenue and costs for construction and upgrade services in accordance with PFRS 15, Revenue from
Contracts with Customers. The Company, as operator, receives non-cash consideration in the form of
an intangible asset (a license to charge users of the public service) in exchange for construction and
upgrade services. The operator measures the intangible asset initially at cost, being the amount of the
contract asset recognized during the construction or upgrade phase in accordance with PFRS 15. The
operator recognizes revenue and a contract asset (that represents the right to receive an intangible
asset, as ‘Service Concession Asset’) as it performs the construction performance obligation.
Operations Revenues. An operator that recognizes an intangible asset also recognizes revenue for the
consideration received from users of the public service during the operation phase (see accounting
policies in section ‘Revenue from contracts with customers – Recognized Over Time’).
Contractual Obligations. The Company recognizes its contractual obligations to restore the toll roads
to a specified level of serviceability in accordance with PAS 37 as the obligation arises which is as a
consequence of the use of the toll roads and is proportional to the number of vehicles using the toll
roads and increasing in measurable annual increments (see Note 16).
Service Concession Assets. The service concession assets acquired through business combinations
are recognized initially at the fair value of the concession agreement using multi-period excess
earnings method. Additions subsequent to business combinations are initially measured at present
value of any additional estimated future concession fee payments pursuant to the concession
agreement (see Notes 12 and 17) and/or the costs of rehabilitation works incurred or additional
constructions.
Service concession assets acquired other than through business combinations include capitalized
upfront payments and expenditures directly attributable to the acquisition of the service concession.
Payments to the Grantor/s over the concession period are capitalized at their present value using the
incremental borrowing rate determined at inception date and is included as part of the initial
recognition of the service concession asset with a corresponding liability recognized as “Service
concession fees payable”. Borrowing cost in relation to service concession assets that are considered
as qualifying assets forms part of the cost of the service concession asset.
Following initial recognition, the service concession assets are carried at cost less accumulated
amortization and any impairment losses.
Following are the methods used to amortize the service concession assets (see Note 3):
Methods Company
Unit of Production (UOP) Maynilad, MPIWI, CIC, NLEX Corp., CCLEC and
PT Nusantara
Straight-line PHI, MIBWS, MPDW, PNW and PT Nusantara’s
water treatment plant
The amortization period and method for an intangible asset with a finite useful life is reviewed at
each financial year-end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the service concession asset is accounted for by changing
the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
*SGVFS189808*
- 180 -
The amortization expense is recognized under the “Cost of sales and services” account in the
consolidated statement of comprehensive income.
The service concession assets will be derecognized upon turnover to the Grantor. There will be no
gain or loss upon derecognition as the service concession assets, which are expected to be fully
amortized by then, will be handed over to the Grantor for no consideration.
Service Concession Arrangements – Financial Asset Model

Where the operator has an unconditional contractual right to receive cash or another financial asset
from, or at the direction of, the grantor, the Company accounts for such arrangement under the
financial asset model (see Notes 8 and 29).
In accordance with PFRS 15, the Company determines each performance obligation and the
corresponding transaction price. The transaction price is determined as the fair value of the
consideration received or receivable in exchange for the services delivered. Where the Company
does not receive remuneration separately for the services provided (i.e., construction, maintenance
and operational services in a single contract), the Company allocates the transaction price between the
construction and operation services by reference to the stand-alone selling prices of the services
delivered.
During the construction phase, the Company recognizes revenue and costs by reference to the stage of
completion as the contract activity progresses over the construction period. The Company measures
progress using a method that depicts the entity’s progress towards satisfying its performance
obligation. As the Company recognizes revenue for the construction service performance obligation,
it recognizes a financial asset (as ‘Concession financial receivable’). The financial asset is
subsequently measured in accordance with PFRS 9 (see accounting policy section ‘Financial
Instruments: Financial Assets’).
During the operating phase, the Company allocates a proportion of the cash receipts to settle part of
the financial asset. It allocates the remaining receipts between revenue for providing maintenance and
operation services and finance income.
Property, Plant and Equipment

Property, plant and equipment, except land, are carried at cost, excluding day-to-day servicing, less
accumulated depreciation and any impairment loss. Land is stated at cost less any impairment loss.
Depreciation commences once the property, plant and equipment are available for use and is
computed on a straight-line basis over the estimated useful lives of the assets:
Leasehold improvements 2–5 years or lease term

whichever is shorter
Land improvements 5 years
Building and building improvements 5–30 years
Generation assets 9–25 years
Office and other equipment, furniture and fixtures 2–5 years
Transportation equipment 2–8 years
Instruments, tools and other equipment 2–5 years
The residual values, useful lives and depreciation method are reviewed, and adjusted prospectively if
appropriate, at each reporting date.
*SGVFS189808*
- 181 -
Construction in progress is stated at cost less any impairment in value. This includes cost of
construction and other direct costs. Construction in progress is not depreciated until such time that
the relevant assets are completed and available for its intended use.
Intangible Assets
Intangible assets, other than service concession assets, acquired separately are measured on initial
recognition at cost. The costs of intangible assets acquired in a business combination are their fair
value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost
less any accumulated amortization and accumulated impairment losses. Internally generated
intangible assets, excluding capitalized development costs, are not capitalized and expenditure is
reflected in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over their estimated useful lives on a straight line
basis and assessed for impairment whenever there is an indication that an intangible asset may be
impaired. The amortization period and the amortization method for an intangible asset with a finite
useful life are reviewed at least at the end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of future economic benefits embodied in the asset is
accounted for by changing the amortization period or method, as appropriate, and are treated as
changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in profit or loss in the expense category consistent with the function of the intangible
assets.
Estimated useful lives of the intangible assets with finite lives:
Customer contracts and relationships 5–20 years

Property use rights 10–20 years
Licenses and technology 20 years
Software 5 years
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually,
either individually or at the CGU level (see Notes 11 and 14). The assessment of indefinite life is
reviewed annually to determine whether the indefinite life continues to be supportable. If no longer
supportable, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the intangible asset and are recognized
in profit or loss when the intangible asset is derecognized.
Impairment of Nonfinancial Assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher
of an asset’s or CGU’s fair value less costs of disposal and its VIU and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are
taken into account, if available. If no such transactions can be identified, an appropriate valuation
*SGVFS189808*
- 182 -
model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded subsidiaries or other available fair value indicators. Impairment losses are recognized
in profit or loss.
The Company bases its impairment calculation on detailed budgets and forecast calculations, which
are prepared separately for each of the Company’s CGUs to which the individual assets are allocated.
These budgets and forecast calculations generally cover a period of five (5) years. For longer periods,
a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses, including impairment on inventories, are recognized in profit or loss in those
expense categories consistent with the function of the impaired asset.
For nonfinancial assets excluding goodwill, an assessment is made at each reporting date to determine
whether there is an indication that previously recognized impairment losses no longer exist or have
decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable
amount. A previously recognized impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in profit or loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase. After such a reversal, the depreciation (in case of property, plant
and equipment) and amortization (in case of property use rights, service concession assets and
software cost) charges are adjusted in future periods to allocate the asset’s revised carrying amount,
less any residual value, on a systematic basis over their remaining useful lives.
Impairment of Goodwill. Goodwill is reviewed for impairment annually or more frequently if events
or changes in circumstances indicate that the carrying amount may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of the CGU, or group of CGUs, to
which the goodwill relates. Where the recoverable amount of the CGU, or group of CGUs, is less
than the carrying amount of the CGU or group of CGUs, to which goodwill had been allocated, an
impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Service Concession Assets not yet Available for Use. Service concession assets not yet available for
use are tested for impairment annually. Impairment is determined by comparing the carrying value of
the asset with its recoverable value. Where the recoverable value of the service concession assets not
yet available for use is less than the carrying value, an impairment is recognized.
Assets Held For Sale and Discontinued Operations

Assets are classified as assets held for sale when their carrying amount is to be recovered principally
through a sale transaction and a sale is considered highly probable. Sale is determined to be highly
probable, if management is committed to a plan to sell the asset (or disposal group), and an active
programme to locate a buyer and complete the plan have been initiated. Further, the asset (or
disposal group) is actively marketed for sale at a price that is reasonable in relation to its current fair
value. In addition, the sale is expected to qualify for recognition as a completed sale within one year
from the date of classification, except as when the delay is caused by events or circumstances beyond
the Company’s control and there is sufficient evidence that the Company remains committed to its
plan to sell the asset (or disposal group).
Property, plant and equipment and intangible assets are not depreciated or amortized once classified
as held for sale.
*SGVFS189808*
- 183 -
Assets held for sale are stated at the lower of carrying amount and fair value less costs to sell and are
presented as current assets in the consolidated statement of financial position.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has
been disposed of, or is classified as held for sale, and:
 Represents a separate major line of business or geographical area of operations;

 Is part of a single co-ordinated plan to dispose of a separate major line of business or
geographical area of operations; or
 Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a
single amount as profit or loss after tax from discontinued operations in the consolidated statement of
comprehensive income. The consolidated statements of comprehensive income are re-presented in
the comparative period for all operations that are discontinued by the end of the reporting period.
Assets Held in Trust

Assets that are owned by MWSS but are used in the operations of Maynilad under the Concession
Agreement, are not reflected in the consolidated statement of financial position but treated as Assets
Held in Trust, except for certain assets transferred to Maynilad as mentioned in Note 31.
Claims from the Grantors
SDR and ESR costs. LRMC’s claims from the Grantors of the LRT-1 Concession, based on the
actual costs incurred, are initially recorded as deferred charges lodged under “Other noncurrent
assets” pending approval from the Grantors. Subsequently, once the claims have been verified by the
Independent Consultant and agreed to by the Grantors, they will be reclassified to claims receivable
under “Receivables”. Claims that are not approved shall be reclassified to the “Service concession
assets” account.
LRV Shortfall, Fare Deficits and Grantors Compensation Payment. LRMC shall recognize these
claims as revenue only when it is probable that the economic benefit associated with these
transactions will flow to LRMC; that is until the consideration is received or until an uncertainty is
removed. The uncertainty is removed when the claim is acknowledged or approved by the Grantors,
whichever is earlier.
Equity Attributable to Owners of the Parent Company
Common Shares. Common shares are classified as equity and are measured at par value for all shares
issued. Proceeds and/or fair value of consideration received in excess of par value are recognized as
additional paid-in capital. Incremental costs directly attributable to the issue of common shares and
share options are recognized as a deduction from equity, net of any tax effects.
Preferred Shares. Preferred share is classified as equity if it is non-redeemable, or redeemable only

at the Company’s option, and any dividends are discretionary. Dividends thereon are recognized as
distributions within equity upon approval by the Parent Company’s BOD.
Preferred share is classified as a liability if it is redeemable on a specific date or at the option of the
shareholders, or if dividend payments are not discretionary. Dividends thereon are recognized as
interest expense in profit or loss as accrued.
*SGVFS189808*
- 184 -
Retained Earnings. Retained earnings represent accumulated earnings net of cumulative dividends
declared, adjusted for the effects of equity restructuring and transactions with NCI and the effects of
changes in accounting policies as may be required by the PFRS transitional provisions.
Cash Dividend. The Company recognizes a liability to distribute cash to equity holders of the Parent
Company when the distribution is authorized and the distribution is no longer at the discretion of the
Company. As per the corporate laws in the Philippines, a distribution is authorized when it is
approved by the BOD. A corresponding amount is charged directly against retained earnings.
Equity Reserves. Equity reserves are made up of equity transactions other than capital contributions
such as equity component of a convertible financial instrument, transactions with NCI and
share-based payment transactions or ESOP.
Other Comprehensive Income Reserve. OCI reserve comprises items of income and expenses that are
recognized directly in equity. OCI items are either reclassified to profit or loss or directly to equity in
subsequent periods.
Non-controlling interests. Non-controlling interests represent the portion of profit or loss and net
assets in its subsidiaries not held by the Company and are presented separately in the consolidated
statement of comprehensive income and within equity in the consolidated statement of financial
position, separately from equity attributable to equity holders of the parent.
Borrowing Costs
Borrowing costs are capitalized if they are directly attributable to the acquisition, construction or
production of a qualifying asset. To the extent that funds are borrowed specifically for the purpose of
obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization on that asset
shall be determined as the actual borrowing costs incurred on that borrowing during the period less
any investment income on the temporary investment of those borrowings. To the extent that funds
are borrowed generally, the amount of borrowing costs eligible for capitalization shall be determined
by applying a capitalization rate to the expenditures on that asset. The capitalization rate shall be the
weighted average of the borrowing costs applicable to the borrowings of the Company that are
outstanding during the period, other than borrowings made specifically for the purpose of obtaining a
qualifying asset. The amount of borrowing costs capitalized during a period shall not exceed the
actual amount of borrowing costs incurred during that period.
Capitalization of borrowing costs commences when the activities necessary to prepare the asset for
intended use are in progress and expenditures and borrowing costs are being incurred. Borrowing
costs are capitalized until the asset is available for its intended use. If the resulting carrying amount
of the asset exceeds its recoverable amount, an impairment loss is recognized. Borrowing costs
include interest charges and other costs incurred in connection with the borrowing of funds, as well as
exchange differences arising from foreign currency borrowings used to finance these projects, to the
extent that they are regarded as an adjustment to interest costs.
All other borrowing costs are expensed as incurred.
Provisions and Contingencies

Provisions are recognized when the Company has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Company expects some or all of the provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognized as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in profit or
*SGVFS189808*
- 185 -
loss, net of any reimbursement. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the passage of time is
recognized as an interest expense.
Contingent Liabilities. Contingent liabilities are not recognized in the consolidated financial
statements but are disclosed in the notes to consolidated financial statements unless the possibility of
an outflow of resources embodying economic benefits is remote. Contingent assets are not
recognized in the consolidated financial statements but are disclosed in the notes to consolidated
financial statements when an inflow of economic benefits is probable.
Contingent Liabilities Recognized in a Business Combination. A contingent liability recognized in a

business combination is initially measured at its fair value. Subsequently, it is measured at the higher
of the amount that would be recognized in accordance with the requirements for provisions above or
the amount initially recognized less, when appropriate, cumulative amortization recognized in
accordance with the requirements for revenue recognition. This account is included in “Other
long-term liabilities” in the consolidated statements of financial position.
Operating Revenues Recognized Over Time

Revenue from contracts with customers is recognized when services are transferred to the customer at
the amount that amount that reflects the consideration to which the Company expects to be entitled in
exchange for those goods or services. The Company has generally concluded that it is the principal in
its revenue arrangements because it typically controls the services before transferring them to the
customer.
Water and Sewerage Services Revenue. Revenues from water and sewerage services are recognized
upon supply of water to the customers. Billings to customers consist of water, environmental and
sewerage charges.
Maynilad also charges its customers with one-time connection and installation fees upon initial set-up
of its service connection. The connection and installation fee is payable upfront and is
non-refundable. The connection and installation fees are not separate performance obligation from
the water services and hence, initially recorded as a contract liability (under “Accounts payable and
other current liabilities” for the current portion and “Other long-term liabilities” for the non-current
portion). The contract liability is subsequently recognized as revenue over the contract term.
Toll Fees. Revenue from toll fees is recognized upon sale of toll tickets. Toll fees received in
advance, through transponders or magnetic cards, is recognized as income upon the holders’
availment of the toll road services, net of sales discounts.
Power Sales. ‘Power revenue’ consist of energy fees for the energy and services supplied by the
generation companies as provided for in their respective EPPAs with customers, after transmission
and ancillary charges. Energy fee is recognized based on actual delivery of energy generated and
made available to customers multiplied by the applicable tariff rate, net of adjustments, as agreed
upon between the parties. These adjustments consist of discounts which depend on the provisions in
the respective EPPAs. Discounts may pertain to prompt payment discount which is given upon
payment within a specified period of time, volume discount which is computed based on the delivery
of energy generated and made available to the customers multiplied by a specific rate agreed with the
customer, or load factor discount computed based on the difference of the adjusted tariff rate agreed
with the customer for the purpose of the discount. Energy fees derived from trading operations and
recognized based on actual delivery of such electricity at relevant trading prices (see Note 32).
*SGVFS189808*
- 186 -
Patient Services included in Hospital Revenue. Hospital revenue includes revenue from patient
services which is recognized when services are rendered (see Note 29).
Rail Revenue. Rail revenue is generally recognized in profit or loss when the journey is completed or
provided.
Real Estate Sales. The Company derives its real estate revenue from sale of lots and house and lot.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period (or percentage of completion) since based on the terms and
conditions of its contract with the buyers, the Company’s performance does not create an asset with
an alternative use and the Company has an enforceable right to payment for performance completed
to date.
In determining the transaction price, the Company considers the existence of significant financing
component. The Company applies the practical expedient in PFRS 15 paragraph 63 to not recognize
a significant financing component for any contract when the goods and services provided, compared
to when the payment is received, is 12 months or less. For contracts in which the practical expedient
cannot be applied, the Company adjusts the transaction price for the effects of significant financing
component by discounting it using the rate that would be reflected in a separate financing transaction
between the Company and its customers at contract inception. A model was designed to determine
whether a significant financing component exists. This model calculates the financing component on
a contract-by-contract basis. If the financing component is less than predetermined percentage
threshold of the total transaction price, it is deemed not to be significant and the financing component
will not be recognized separately.
In measuring the progress of its performance obligation over time, the Company uses the output
method. This method measures progress based on the physical proportion of work done on the real
estate project which requires technical determination by the Company’s project engineers based on
the monthly project accomplishment report approved by the site project manager which integrates the
surveys of performance to date of the construction activities.
Operating Revenues Satisfied at a Point in Time

Revenues from the following are recognized at the point in time when control of the asset is
transferred to the customer, generally on delivery of the goods:
Commission income. Revenue is recognized upon receipt of full downpayment from real estate
buyers and execution of the contract to sell or deed of absolute sale. Commission is computed as a
certain percentage of the net contract price of the real esatate project sold. Payment is due five to ten
days after approval of the drawdown between the Company and the landowner.
Project management income. Revenue derived from property and project management and business
planning services offered by the Company to real estate developers are recognized over time as
services are rendered based on the consultancy contract. Payment is due five to ten days after billing.
Other Income
The Company applies guidance in the revenue standard related to the transfer of control and
measurement of the transaction price, including the constraint on variable consideration, to evaluate
the timing and amount of the gain or loss recognized. Included in “Other income” are interest income
(see accounting policy on Financial Instruments), dividend income (see accounting policy on
Financial Instruments), rental income (see accounting policy section on Leases), sale of investments
and other incidental gain/income.
*SGVFS189808*
- 187 -
Leases
Right-of-use assets. The Company recognizes right-of-use assets at the commencement date of the
lease (i.e., the date the underlying asset is available for use). ROU assets are measured at cost, less
any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset
at the end of the lease term, the recognized ROU assets are depreciated on a straight-line basis over
the shorter of its estimated useful life and the lease term. ROU assets are subject to impairment.
Lease liabilities. At the commencement date of the lease, the Company recognizes lease liabilities
measured at the present value of lease payments to be made over the lease term. The lease payments
include fixed payments (including in-substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Company and payments of penalties for terminating a lease,
if the lease term reflects the Company exercising the option to terminate. The variable lease
payments that do not depend on an index or a rate are recognized as expense in the period on which
the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses the incremental borrowing rate
at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets. The Company applies the short-term lease
recognition exemption (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the low-value assets
recognition exemption. Lease payments on short-term leases and leases of low-value assets are
recognized as expense on a straight-line basis over the lease term (see Notes 21 and 22).
Determination of the lease term of contracts with renewal options. The Company determines the
lease term as the non-cancellable term of the lease, together with any periods covered by an option to
extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised.
The Company has the option, under some of its leases to lease the assets for additional terms. The
Company applies judgement in evaluating whether it is reasonably certain to exercise the option to
renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the
renewal. After the commencement date, the Company reassesses the lease term if there is a
significant event or change in circumstances that is within its control and affects its ability to exercise
(or not to exercise) the option to renew (e.g., a change in business strategy).
Retirement and Other Benefits
Defined Contribution Plan. Certain subsidiaries of the group each maintain a defined contribution
plan that covers all regular full-time employees. Under the defined contribution plan, fixed
contributions by the employer are based on the employees’ monthly salaries. However, entities
operating in the Philippines, are covered under RA 7641 which provides for qualified employees a
*SGVFS189808*
- 188 -
defined benefit minimum guarantee. The defined benefit minimum guarantee is equivalent to a
certain percentage of the monthly salary payable to an employee at normal retirement age with the
required credited years of service based on the provisions of RA 7641.
Accordingly, these entities account for the retirement obligation under the higher of the defined
benefit obligation relating to the minimum guarantee and the obligation arising from the defined
contribution plan.
For the defined benefit minimum guarantee plan, the liability is determined based on the present
value of the excess of the projected defined benefit obligation over the projected defined contribution
plan obligation at the end of the reporting period. The defined benefit obligation is calculated
annually by a qualified independent actuary using the projected unit credit method. The Company
determines the net interest expense (income) on the net defined benefit liability (asset) for the period
by applying the discount rate used to measure the defined benefit obligation at the beginning of the
annual period to the then net defined benefit liability (asset), taking into account any changes in the
net defined benefit liability (asset) during the period as a result of contributions and benefit payments.
Net interest expense (income) and other expenses (income) related to the defined benefit plan are
recognized in profit or loss.
The defined contribution liability, on the other hand, is measured at the fair value of the defined
contribution assets upon which the defined contribution benefits depend, with an adjustment for
margin on asset returns, if any, where this is reflected in the defined contribution benefits.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the
return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest),
are recognized immediately in OCI.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit
that relates to past service or the gain or loss on curtailment is recognized immediately in profit or
loss. The Company recognizes gains or losses on the settlement of a defined benefit plan when the
settlement occurs.
Defined Benefit Plan. Certain subsidiaries have funded, noncontributory retirement benefit plans
covering all their eligible regular employees. The net defined benefit liability or asset is the
aggregate of the present value of the defined benefit obligation at the end of the reporting period
reduced by the fair value of plan assets (if any), adjusted for any effect of limiting a net defined
benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits
available in the form of refunds from the plan or reductions in future contributions to the plan.
The cost of providing benefits under the defined benefit plans is actuarially determined using the
projected unit credit method.
Defined benefit costs comprise the following: (a) service cost; (b) net interest on the net defined
benefit liability or asset; and (c) remeasurements of net defined benefit liability or asset.
Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance
policies. Plan assets are not available to the creditors of the Company, nor can they be paid directly
to the Company. Fair value of plan assets is based on market price information. When no market
price is available, the fair value of plan assets is estimated by discounting expected future cash flows
using a discount rate that reflects both the risk associated with the plan assets and the maturity or
expected disposal date of those assets (or, if they have no maturity, the expected period until the
settlement of the related obligations). If the fair value of the plan assets is higher than the present
*SGVFS189808*
- 189 -
value of the defined benefit obligation, the measurement of the resulting defined benefit asset is
limited to the present value of economic benefits available in the form of refunds from the plan or
reductions in future contributions to the plan.
The Company’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit obligation is recognized as a separate asset at fair value when and only when reimbursement is
virtually certain.
Termination Benefit. Termination benefits are employee benefits provided in exchange for the
termination of an employee’s employment as a result of either an entity’s decision to terminate an
employee’s employment before the normal retirement date or an employee’s decision to accept an
offer of benefits in exchange for the termination of employment.
A liability and expense for a termination benefit is recognized at the earlier of when the entity can no
longer withdraw the offer of those benefits and when the entity recognizes related restructuring costs.
Initial recognition and subsequent changes to termination benefits are measured in accordance with
the nature of the employee benefit, as either post-employment benefits, short-term employee benefits,
or other long-term employee benefits.
Employee Leave Entitlement. Employee entitlements to annual leave are recognized as a liability
when they are accrued to the employees. This is measured based on undiscounted amount of liability
for leave expected to be settled wholly before twelve months after the end of the annual reporting
period in which the employees rendered the related services.
RSUP
The Company has an RSUP for eligible executives of the Company and subsidiaries to receive
remuneration in the form of share-based payment transactions, whereby executives render services in
exchange for the share awards.
The cost of equity-settled transactions (cost of RSUP) with employees is measured by reference to the
fair value of the shares at the date at which they are granted. Fair value is determined based on the
prevailing closing market price of the shares, further details of which are set forth in Note 28.
The cost of equity-settled transactions is recognized, together with a corresponding increase in equity,
over the period in which the performance and/or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative
cost of RSUP recognized for equity-settled transactions at each end of reporting period until the
vesting date reflects the extent to which the vesting period has expired and the Company’s best
estimate at that date of the number of awards that will ultimately vest. The profit or loss credit or
expense for a period represents the movement in cumulative expense recognized as at the beginning
and end of that period and is recognized as employee benefits.
No expense is recognized for awards that do not ultimately vest.
Long-term Employee Benefits

The Company’s LTIP grants cash incentives to eligible key executives of the Parent Company and
certain subsidiaries. Liability under the LTIP is determined using the projected unit credit method.
Employee benefit costs include current service costs, interest cost, actuarial gains and losses, and past
service costs. Past service costs and actuarial gains and losses are recognized immediately in profit or
loss.
*SGVFS189808*
- 190 -
Foreign Currency-Denominated Transactions and Translations

The consolidated financial statements are presented in Philippine Peso, which is the Parent
Company’s functional and presentation currency. All subsidiaries and associates evaluate their
primary economic and operating environment and determine their functional currency. Items
included in the consolidated financial statements of each entity are initially measured using that
functional currency.
Transactions and Balances. Transactions in foreign currencies are initially recorded in the functional
currency rate of exchange ruling at the date of transaction. Monetary assets and liabilities
denominated in foreign currencies are translated at the functional currency rate of exchange ruling at
the end of reporting period. All differences are taken to profit or loss except when qualified as
adjustment to borrowing costs, and as discussed below for Maynilad.
Foreign exchange differentials relating to the restatement of concession fees payable are deferred in
view of the automatic reimbursement mechanism as approved by the MWSS BOT under Amendment
No. 1 of the Concession Agreement of Maynilad. Net foreign exchange losses are recognized as
deferred FCDA and net foreign exchange gains are recognized as “Deferred FCDA charges” under
“Other noncurrent assets” in the consolidated statements of financial position. The write-off of the
deferred FCDA or reversal of deferred credits will be made upon determination of the new base
foreign exchange rate as approved by the Regulatory Office (RO) during every Rate Rebasing
exercise, unless indication of impairment of the deferred FCDA would be evident at an earlier date.
Foreign exchange differentials arising from other foreign currency-denominated transactions are
credited or charged to operations.
Group Companies. On consolidation, the assets and liabilities of foreign operations are translated
into Philippine Peso at the rate of exchange prevailing at the reporting date and their statements of
comprehensive income are translated at exchange rates prevailing at the dates of the transactions.
The exchange differences arising on translation for consolidation are recognized in OCI. On disposal
of a foreign operation, the component of OCI relating to that particular foreign operation is
recognized in profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities
of the foreign operation and translated at the spot rate of exchange at the reporting date.
Income Taxes
Current Tax. Current tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the tax authority. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted, at the reporting date where
the Company operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in
profit or loss. Management periodically evaluates positions taken in the tax returns with respect to
situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred Tax. Deferred tax is provided using the liability method on temporary differences between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.
*SGVFS189808*
- 191 -
Deferred tax liabilities are recognized for all taxable temporary differences, except (a) where the
deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting income nor taxable income; and (b) in respect of taxable temporary differences associated
with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carryforward benefits of
unused tax credits from excess minimum corporate income tax (“MCIT”) over the regular corporate
income tax (“RCIT”) and unused net operating loss carryover (“NOLCO”), to the extent that it is
probable that taxable income will be available against which the deductible temporary differences and
carryforward benefits of unused tax credits from MCIT and NOLCO can be utilized. Deferred tax,
however, is not recognized when (a) it arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting income nor taxable income or loss; and (b) in respect of deductible temporary differences
associated with investments in subsidiaries, associates and interest in joint ventures, deferred tax
assets are recognized only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable income will be available against which the temporary differences
can be utilized.
The carrying amount of deferred tax assets is reviewed at each end of reporting period and reduced to
the extent that it is no longer probable that sufficient taxable income will be available to allow all or
part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each
end of the reporting period and are recognized to the extent that it has become probable that future
taxable income will allow the deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realized or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss.
Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly
in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to offset
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same tax authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate
recognition at that date, are recognized subsequently if new information about facts and
circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does
not exceed goodwill) if it was incurred during the measurement period or recognized in profit or loss.
Sales Tax
Revenues, expenses and assets are recognized net of the amount of sales tax (commonly referred to as
value-added tax), except:
 When the sales tax incurred on a purchase of assets or services is not recoverable from the tax
authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or
as part of the expense item, as applicable
 When receivables and payables are stated with the amount of sales tax included
*SGVFS189808*
- 192 -
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part
of “Other current assets” or “Accounts payable and other current liabilities” in the consolidated
statement of financial position.
Earnings Per Share

Basic earnings per share is calculated by dividing the net income for the year attributable to the
owners of the Parent Company by the weighted average number of common shares outstanding
during the year, after considering the retroactive effect of stock dividend declaration, if any.
Diluted earnings per share attributable to owners of the Parent Company is calculated in the same
manner assuming that, the weighted average number of common shares outstanding is adjusted for
potential common shares from the assumed exercise of ESOP and other dilutive instruments.
Events after the Reporting Period

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

Pronouncements issued but not yet effective are listed below. Unless otherwise specified, these will
not have a significant impact on the Company’s consolidated financial statements. The Company
intends to adopt the following pronouncements when they become effective.
Effective beginning on or after January 1, 2024
 Amendments to PAS 1, Classification of Liabilities as Current or Non-current
The amendments clarify:
That only covenants with which an entity must comply on or before reporting date will affect a
liability’s classification as current or non-current.
 That classification is unaffected by the likelihood that an entity will exercise its deferral
right.
 That only if an embedded derivative in a convertible liability is itself an equity instrument
would the terms of a liability not impact its classification.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024
and must be applied retrospectively. The Company is currently assessing the impact of these
amendments on current practice and whether existing loan agreements may require renegotiation.
 Amendments to PAS 16, Lease Liability in a Sale and Leaseback
The amendments specify how a seller-lessee measures the lease liability arising in a sale and
leaseback transaction in a way that it does not recognize any amount of the gain or loss that
relates to the right of use retained.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024
and must be applied retrospectively. Earlier adoption is permitted and that fact must be disclosed.
*SGVFS189808*
- 193 -
 Amendments to PAS 7 and PFRS 7, Disclosures: Supplier Finance Arrangements
The amendments specify disclosure requirements to enhance the current requirements, which are
intended to assist users of financial statements in understanding the effects of supplier finance
arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024.
Earlier adoption is permitted and that fact must be disclosed.
Effective beginning on or after January 1, 2025
 PFRS 17, Insurance Contracts
PFRS 17 is a comprehensive new accounting standard for insurance contracts covering

recognition and measurement, presentation and disclosure. Once effective, PFRS 17 will replace
PFRS 4, Insurance Contracts. This new standard on insurance contracts applies to all types of
insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of
entities that issue them, as well as to certain guarantees and financial instruments with
discretionary participation features. A few scope exceptions will apply.
The overall objective of PFRS 17 is to provide an accounting model for insurance contracts that
is more useful and consistent for insurers. In contrast to the requirements in PFRS 4, which are
largely based on grandfathering previous local accounting policies, PFRS 17 provides a
comprehensive model for insurance contracts, covering all relevant accounting aspects. The core
of PFRS 17 is the general model, supplemented by:
 A specific adaptation for contracts with direct participation features (the variable fee
approach)
 A simplified approach (the premium allocation approach) mainly for short-duration contracts
On December 15, 2021, the FSRSC amended the mandatory effective date of PFRS 17 from
January 1, 2023 to January 1, 2025. This is consistent with Circular Letter No. 2020-62 issued by
the Insurance Commission which deferred the implementation of PFRS 17 by two (2) years after
its effective date as decided by the IASB.
PFRS 17 is effective for reporting periods beginning on or after January 1, 2025, with
comparative figures required. Early application is permitted.
 Amendments to PAS 21, Lack of exchangeability
The amendments specify how an entity should assess whether a currency is exchangeable and
how it should determine a spot exchange rate when exchangeability is lacking.
The amendments are effective for annual reporting periods beginning on or after January 1, 2025.
Earlier adoption is permitted and that fact must be disclosed. When applying the amendments, an
entity cannot restate comparative information.
*SGVFS189808*
- 194 -
40. Consolidated Subsidiaries

The consolidated subsidiaries of MPIC are as follows:

MPIC Direct MPIC MPIC Direct MPIC
Direct Interest of Effective Direct Interest of Effective
Name of Subsidiary Place of Incorporation Interest Subsidiary Interest Interest Subsidiary Interest Principal Activity
(In %) (In %)
MPIC Subsidiaries
Beacon Electric Asset Holdings, Inc. Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding; Under the terms of the
(Beacon Electric) sale agreements in 2016 and 2017, PCEV shall
retain voting rights over the sold Beacon
Electric shares until full payment of
consideration.
Metro Pacific Tollways Corporation (MPTC) Philippines 99.9 – 99.9 99.9 – 99.9 Investment holding
Maynilad Water Holding Company, Inc. Philippines 51.3 – 51.3 51.3 – 51.3 Investment holding
(MWHC)
MetroPac Water Investments Corporation Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding
(MPW)
Metro Pacific Light Rail Corp. (MPLRC) Philippines 65.1 – 65.1 65.1 – 65.1 Investment holding
MetroPac Logistics Company, Inc. (MPLC) Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding
Metro Pacific Resource Recovery Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding; formerly MetroPac Clean
Corporation (MPRRC) Energy Holdings Corporation
MetPower Ventures Partners Holdings, Inc. Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding
(MVPHI)
Fragrant Cedar Holdings, Inc. (FCHI) Philippines 100.0 – 100.0 100.0 – 100.0 Property lessor
Porrovia Corporation Philippines 50.0 50.0 82.6 50.0 50.0 82.6 Investment holding; BOD of Porrovia
approved the shortening of the company’s
corporate life to until March 31, 2019.
*SGVFS189808*
- 195 -

(In %) (In %)
Neo Oracle Holdings, Inc (NOHI) Philippines 96.8 – 96.7 96.7 – 96.7 Investment holding and Real estate; Formerly
Metro Pacific Corporation (MPC). NOHI’s
corporate life ended December 31, 2013 and is
currently under the process of liquidation.
Metro Global Green Waste, Inc. (MGGW) Philippines 80.0 – 80.0 80.0 – 80.0 Investment holding; BOD of MGGW
approved the shortening of the company’s
corporate life to until December 31, 2017.
Pending BIR Clearance.
MPIC Infrastructure Holdings Limited BVI 100.0 – 100.0 100.0 – 100.0 Investment holding
(MIHL)
Metro Vantage Properties, Inc. (MVPI) Philippines 100.0 – 100.0 100.0 – 100.0 Real estate
Metro Pacific Health Tech Corporation Philippines 100.0 – 100.0 100.0 – 100.0 Mobile healthcare services; Incorporated on
June 4, 2020
Metro Pacific Agro Ventures, Inc.(MPAV) Philippines 100.0 – 100.0 100.0 – 100.0 Investment holding; Incorporated on
April 18, 2022
MVPHI Subsidiary
Surallah Biogas Ventures Corp. Philippines – 80.0 80.0 – 80.0 80.0 Waste-to-Energy (see Note 24); On January
30, 2020, the SEC approved SBVC’s
application for increase in authorized capital
stock in which MVPHI’s interest in SBVC
decreased from 100% to 80%.
MPTC Subsidiaries
Metro Pacific Tollways North Corporation Philippines – – – – – – Investment holding; On November 4,2022,
(MPT North; formerly Metro Pacific SEC approved the planned merger of MPTC
Tollways Development Corporation) and MPT North, with MPTC as the surviving
company.
Cavitex Infrastructure Corp. (CIC) Philippines – 100.0 99.9 – 100.0 99.9 Tollway operations; Interest in CIC is held
through a Management Letter Agreement.
CIC holds the concession agreement for the
CAVITEX.
*SGVFS189808*
- 196 -

(In %) (In %)
Metro Strategic Infrastructure Philippines – 97.0 96.9 – 97.0 96.9 Investment holding
Holdings, Inc. (MSIHI)
MPT Asia, Corporation BVI – 100.0 99.9 – 100.0 99.9 Investment holding
Metro Pacific Tollways Digital, Inc. Philippines – 100.0 99.9 – 100.0 99.9 Formerly Metro Pacific Tollways Data
(MPTDI) Services, Inc. Incorporated on
August 24, 2016 with the primary purpose to
carry on the toll collection function of
CAVITEX and CALAX.
Metro Pacific Tollways South Corporation Philippines – 100.0 99.9 – 100.0 99.9 Investment holding
(MPT South)
Metro Pacific Tollways Philippines – 100.0 99.9 – 100.0 99.9 Investment holding
Vizmin Corporation (MPT Vizmin)
Easytrip Services Corporation (ESC) Philippines – 66.0 65.9 – 66.0 65.9 Electronic toll collection services
Metro Pacific Tollways Asia, Corporation Singapore – 100.0 99.9 – 100.0 99.9 Investment holding
Pte. Ltd.
MPT Mobility Corporation Philippines – 100.0 99.9 – 100.0 99.9 Formerly NLEX Ventures Corporation.
Service facilities management; NVC was sold
to MPTC by NLEX Corp. in 2020.
Dibztech, Inc. Philippines – 100.0 99.9 – 100.0 99.9 Parking management
NLEX Corporation Philippines – 75.1 75.0 – 75.1 75.0 Tollway operations (see Note 1); Change in
the corporate name from Manila North
Tollways Corporation was approved by the
SEC on February 13, 2017. 4.3% is owned
through 42.8% ownership in Egis Investment
Partners Philippines Inc.
Collared Wren Holdings, Inc. (CWHI) Philippines – – – – 100.0 99.9 Investment holding; Merged with Metro
Pacific Tollways South Corporation on
May 17, 2023.
Larkwing Holdings, Inc. (LHI) Philippines – – – – 100.0 99.9 Investment holding; Merged with Metro
Pacific Tollways South Corporation on
May 17, 2023.
MPCALA Holdings, Inc. (MPCALA) Philippines – 40.0 99.9 – 40.0 99.9 Tollway operations (see Note 1); MPCALA is
owned by MPT North at 40% and the
*SGVFS189808*
- 197 -

(In %) (In %)
remaining 60% owned equally among MPT
South, CWHI and LHI.; holds the concession
agreement for the CALAX.
Luzon Tollways Corporation (LTC) Philippines – 100.0 99.9 – 100.0 99.9 Tollway operations; Dormant
MPT Asia Subsidiaries

MPT Thailand, Corporation BVI – 100.0 99.9 – 100.0 99.9 Investment holding
PT Metro Pacific Tollways Indonesia Indonesia – 100.0 99.9 – 100.0 99.9 Investment holding; Holds the investment in
PT Nusantara.
MPT South Subsidiaries
Metro Pacific Tollways South Philippines – 100.0 99.9 – 100.0 99.9 Tollway operations
Management Corporation
MPTS Ventures Corporation Philippines – 100.0 99.9 – 100.0 99.9 Road safety and traffic management services;
Incorporated on August 11, 2020.
MPT Vizmin Subsidiary
Cebu Cordova Link Expressway Corporation Philippines – 100.0 99.9 – 100.0 99.9 Tollway operations; CCLEC holds the
(CCLEC) concession agreement for the CCLEX
MPTDI Subsidiary
SAVVICE Corporation Philippines – 100.0 99.9 – 100.0 99.9 Formerly Southbend Express Services. Inc.
Manpower services
MPT Thailand Corp Subsidiaries

FPM Tollway (Thailand) Limited Hong Kong – – – – – – Investment holding; Dissolved on
November 10, 2022.
Metro Pacific Tollways Asia, Corporation

Pte. Ltd. Subsidiary
Metro Pacific Tollways Vietnam Company
Limited (Vietnam) Vietnam – 100.0 99.9 – 100.0 99.9 Investment holding
CAIF III Infrastructure Holdings Sdn Bhd
(Malaysia) (CAIF III) Malaysia – 100.0 99.9 – 100.0 99.9 Investment holding
CIIF Infrastructure Holdings Sdn Bhd
(Malaysia) (CIIF) Malaysia – 100.0 99.9 – 100.0 99.9 Investment holding
*SGVFS189808*
- 198 -

(In %) (In %)
PT Metro Pacific Tollways Indonesia Investment holding; Incorporated on
Services (PT MPTIS) Indonesia – 100.0 99.9 – – – November 28, 2023.
MPT Vietnam Subsidiary
MPT Management Vietnam Co., Ltd (MPT Management consulting; Incorporated on
Management Vietnam) Vietnam – 100.0 99.9 – 100.0 99.9 October 2, 2020.
MPT Management Vietnam Subsidiary

MPT Service Vietnam Co., Ltd. Management consulting; Incorporated on
Vietnam – 100.0 99.9 – 100.0 99.9 November 5, 2020.
PT MPTIS Subsidiary
PT Nusantara Infrastructure Tbk (Indonesia) Indonesia – 76.3 76.2 – 76.3 76.2 Infrastructure company
PT Nusantara Subsidiaries
PT Margautama Nusantara (MUN) Indonesia – 43.4 50.9 – 76.5 71.5 Construction, trading and services – Toll; PT
(see Note 4) MPTIS holds 17.7% in MUN (see Note 4)
PT Potum Mundi Infranusantara (Potum) Indonesia – 100.0 76.2 – 100.0 76.2 Water and waste management services
PT Energi Infranusantara (EI) Indonesia – 100.0 76.2 – 100.0 76.2 Construction, trading and services - Power
PT Portco Infranusantara (Portco) Indonesia – 100.0 76.2 – 100.0 76.2 Port management
PT Meta Media Infranusantara Indonesia – 100.0 76.2 – 100.0 76.2 Formerly PT Telekom Infranusantara. Trading,
supplies and other telecommunications
PT Marga Metro Nusantara Indonesia – 70.0 53.4 – 70.0 53.4 Construction, trading and services
PT Metro Tekno Media Infranusantara Indonesia 100.0 76.2 100.0 76.2 Formerly PT Nusantara Teknologi
Infranusantara. Digital platform, software
– – publisher.
MUN Subsidiaries
PT Bintaro Serpong Damai Indonesia – 88.9 45.2 – 88.9 63.6 Toll road operator
PT Metro Makassar Network (MMN) Indonesia – 99.6 50.6 – 99.6 71.2 Formerly PT Bosowa Marga Nusantara. Toll
road operator
MMN Subsidiary
PT Jalan Tol Seksi Empat (JTSE) Indonesia – 99.4 50.3 – 99.4 70.8 Toll road operator
*SGVFS189808*
- 199 -

(In %) (In %)
JTSE Subsidiary
PT Metro Jakarta Ekspresway Indonesia – 85.0 42.8 – 85.0 60.2 Trade, development, and business
management consulting services
Potum Subsidiaries
PT Tirta Bangun Nusantara Indonesia – – – – 100.0 Water and waste management services;
76.2 Divested January 25, 2023 (see Note 4)
PT Dain Celicani Cemerlang Indonesia – 74.5 56.8 – 74.5 56.8 Water and waste management services
PT Sarana Catur Tirta Kelola (SCTK) Indonesia – 65.0 49.5 – 65.0 49.5 Water management services
SCTK Subsidiaries
PT Sarana Tirta Rezeki Indonesia – 80.0 47.2 – 80.0 47.2 Water management services; PT Sarana Tirta
Rezeki is owned by SCTK at 80% while 10%
is owned by Potum.
PT Jasa Sarana Nusa Makmur Indonesia – 100.0 49.5 – 100.0 49.5 Water management services
EI Subsidiaries
PT Inpola Meka Energi (IME) Indonesia – 100.0 76.2 – 61.2 46.6 Power supply services
PT Rezeki Perkasa Sejahtera Lestari Indonesia – 80.0 61.0 – 80.0 61.0 Power supply services
PT Auriga Energi Indonesia – 100.0 76.2 – 100.0 76.2 Power plants/Electricity support facilities
PT Auriga Energi Subsidiaries

PT Centara Energi Indonesia – 100.0 76.2 – 100.0 76.2 Power plants/Electricity support facilities
PT Eris Serra Energi Indonesia – 100.0 76.2 – 100.0 76.2 Power plants/Electricity support facilities
PT Energi Parindu Nusantara Indonesia – 100.0 76.2 – 100.0 76.2 Formerly PT Energi Parindu Nusantara. Power
plants/Electricity support facilities
PT Eridanusa Energi Nusantara Indonesia – 100.0 76.2 – 100.0 76.2 Power plants/Electricity support facilities;
Incorporated on August 4, 2020.
*SGVFS189808*
- 200 -

(In %) (In %)
MWHC Subsidiary
Maynilad Water Services, Inc. (Maynilad) Philippines 5.2 92.9 52.8 5.2 92.9 52.8 Water and sewerage services; Holds the
concession agreement for the water
distribution in the West Concession Area.
Maynilad Subsidiaries
Amayi Water Solutions, Inc. (AWSI) Philippines – 100.0 52.8 – 100.0 52.8 Water and sewerage services
Philippine Hydro, Inc. (PHI) Philippines – 100.0 52.8 – 100.0 52.8 Water and sewerage services
MPW Subsidiaries
MetroPac Cagayan De Oro, Inc. (MCDO) Philippines – 100.0 100.0 – 100.0 100.0 Water services
MetroPac Iloilo Holdings Corp. (MILO) Philippines – 100.0 100.0 – 100.0 100.0 Investment holding/ Water services
Metro Iloilo Bulk Water Supply Corp. Philippines – 80.0 80.0 – 80.0 80.0 Bulk water services; Holds the joint venture
agreement for the bulk water supply in MIWD.
Eco-System Technologies International, Inc. Philippines – 100.0 100.0 – 65.0 65.0 EPC and O&M contractor (see Note 4)
(ESTII)
MetroPac Cagayan de Oro Holdings, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Investment holding
Cagayan De Oro Bulk Water, Inc. Philippines – 95.0 95.0 – 95.0 95.0 Bulk water services; Holds the joint venture
agreement for the bulk water supply in
COWD.
MetroPac Baguio Holdings Inc. Philippines – 100.0 100.0 – 100.0 100.0 Investment holding
Metro Iloilo Concession Holdings Corp. Philippines – 100.0 100.0 – 100.0 100.0 Investment holding
Metro Pacific Iloilo Water Inc. Philippines – 80.0 80.0 – 80.0 80.0 Water services; Incorporated on
January 17, 2019
MetroPac Dumaguete Holdings Corp. Philippines – 100.0 100.0 – 100.0 100.0 Investment holding
Metro Pacific Dumaguete Water Philippines – 80.0 80.0 – 80.0 80.0 Water services; Incorporated on
Services Inc. October 22, 2019
Metro Pacific Water International Limited BVI – 100.0 100.0 – 100.0 100.0 Investment holding
(MPWIL)
Metro Pacific TL Water International BVI – 100.0 100.0 – 100.0 100.0 Investment holding
Limited
*SGVFS189808*
- 201 -

(In %) (In %)
MPWIL Subsidiary
B.O.O. Phu Ninh Water Treatment Plant
Joint Stock Company Vietnam – 55.4 55.4 – 55.4 55.4 Water services
MPLRC Subsidiaries
Light Rail Manila Holdings Inc. (LRMH) Philippines – 50.0 32.6 – 50.0 32.6 Investment holding
Light Rail Manila Corporation (LRMC) Philippines – 55.0 35.8 – 55.0 35.8 Rail operations; Holds the concession
agreement for the LRT-1.
Light Rail Manila Holdings 2, Inc. Philippines – – – – – – Investment holding; Corporate life has been
shortened to until September 30, 2021. Fully
dissolved on August 3, 2022.
Light Rail Manila Holdings 6, Inc. Philippines – – – – – – Investment holding; Corporate life has been
shortened to until September 30, 2021. Fully
dissolved on June 6, 2022.
MPLC Subsidiaries
MetroPac Movers Inc. (MMI) Philippines – 99.2 99.2 – 99.2 99.2 Logistics
LogisticsPro, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Logistics. Corporate life ended in December
2022 and is currently under the process of
liquidation.
MMI Subsidiaries
MetroPac Trucking Company, Inc. Philippines – 100.0 99.2 – 100.0 99.2 Logistics. Corporate life ended in
December 2022 and is currently under the
process of liquidation.
TruckingPro, Inc Philippines – 100.0 99.2 – 100.0 99.2 Logistics. Corporate life ended in
PremierLogistics, Inc. Philippines – 100.0 99.2 – 100.0 99.2 Logistics. Corporate life ended in
PremierTrucking, Inc. Philippines – 100.0 99.2 – 100.0 99.2 Logistics. Corporate life ended in
*SGVFS189808*
- 202 -

(In %) (In %)
OneLogistics, Inc. Philippines – 100.0 99.2 – 100.0 99.2 Logistics. Corporate life ended in
MVPI Subsidiary
MetroPac Property Holdings, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Investment holding; Incorporated on
January 10, 2019
Millenial Resorts Corporation Philippines – 100.0 100.0 – 100.0 100.0 Rental or leasing services of residential
properties; Incorporated on October 7, 2019
SCENIQ Lifestyle Corporation Philippines – 100.0 100.0 – 100.0 100.0 Real estate activities; Incorporated on
October 14, 2019
MPRRC Subsidiary
QC Integrated Waste Management Philippines – 100.0 100.0 – 100.0 100.0 Energy from waste; Incorporated on
Holdings, Inc. May 30, 2019
NOHI Subsidiaries
First Pacific Bancshares Philippines, Inc. (FP Philippines – 100.0 96.7 – 100.0 96.7 Investment holding; BOD of FP Bancshares
Bancshares) approved the shortening of the company’s
corporate life to until October 31, 2019.
Metro Pacific Management Services, Inc. Philippines – 100.0 96.7 – 100.0 96.7 Management services; Dormant.
First Pacific Realty Partners Corporation Philippines – 50.7 49.0 – 50.7 49.0 Investment holding; BOD of FPRPC approved
(FPRPC) the shortening of the company’s corporate life
to until May 31, 2018 and is currently under
the process of liquidation.
Metro Tagaytay Land Co., Inc. Philippines – 100.0 96.7 – 100.0 96.7 Real estate; Pre-operating.
Pacific Plaza Towers Management Services, Philippines – 100.0 96.7 – 100.0 96.7 Management services; Dormant.
Inc.
Philippine International Paper Corporation Philippines – 100.0 96.7 – 100.0 96.7 Investment holding; Dormant; BOD of PIPC
(PIPC) approved the shortening of the company’s
corporate life to until February 28, 2020 and is
Pollux Realty Development Corporation Philippines – 100.0 96.7 – 100.0 96.7 Investment holding; Dormant.
Metro Asia Link Holdings, Inc. Philippines – 60.0 58.0 – 60.0 58.0 Investment holding; Dormant.
*SGVFS189808*
- 203 -

(In %) (In %)
Landco Subsidiaries
Landco Corporate Center, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Development and sale of condominium units.
Dormant.
Landco Sales Corporation Philippines – 100.0 100.0 – 100.0 100.0 Brokerage. Dormant.
PrimeLeisure Inc. Philippines – 100.0 100.0 – 100.0 100.0 Agency. Dormant.
Landco Leisure Development, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Real estate developer
Lucena Commercial Land Corporation Philippines – 100.0 100.0 – 100.0 100.0 Real estate landowner. Dormant. Corporate
life has been shortened to until July 31, 2018
and is currently under the process of
liquidation.
First Cebu Pacific Land Company, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Real estate landowner. Dormant.
Landco Pacific Centers, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Holding company. Dormant. Corporate life has
been shortened to until July 31, 2018 and is
PrimeLeisure Calatagan, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Real estate developer. Dormant. Corporate life
has been shortened to until July 31, 2018 and
is currently under the process of liquidation.
FPD Landco Property Services, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Property management and site administrator.
Dormant. Corporate life has been shortened to
until July 31, 2018 and is currently under the
Landco Property Holdings Corporation Philippines – 100.0 100.0 – 100.0 100.0 Real estate developer. Dormant. Corporate life
Landco Manpower Services, Inc. Philippines – 100.0 100.0 – 100.0 100.0 Manpower Services. Dormant. Corporate life
Primefrontier Property Management Inc. Philippines – 100.0 100.0 – 100.0 100.0 Real estate developer
San Juan Land Company, Inc. Philippines – 85.0 85.0 – 85.0 85.0 Real estate developer. Dormant. Corporate life
Landco Urdaneta Development Corporation Philippines – – Real estate developer. Dormant. Corporate life
79.0 79.0 79.0 79.0 is currently under the process of liquidation.
Landco NE Resource Ventures, Inc. Philippines – 74.4 74.4 – 74.4 74.4 Real estate landowner. Dormant.
Landco NE Development Corporation Philippines – 70.0 70.0 – 70.0 70.0 Real estate developer. Dormant.
Fuego Land Corporation Philippines – 70.0 70.0 – 70.0 70.0 Real estate developer
*SGVFS189808*
- 204 -

(In %) (In %)
Fuego Development Corporation Philippines – 70.0 70.0 – 70.0 70.0 Real estate developer
Stonecrest Homes Development, Inc. Philippines – 70.0 70.0 – 70.0 70.0 Real estate developer. Dormant. Corporate life
Lucena Land Corporation Philippines – 56.0 56.0 – 56.0 56.0 Real estate developer. Dormant.
MPAV Subsidiary
Metro Pacific Nova Agro Tech, Inc. Philippines – 60.0 60.0 – – – Investments holding; Incorporated on
(MPNATI) January 24, 2023
The Laguna Creamery, Inc. Philippines – 51.0 51.0 – – – Agriculture; Acquired on May 19, 2023.
MPNATI Subsidiary
Metro Pacific Dairy Farms, Inc. Philippines – 100.0 60.0 – – – Agriculture; Incorporated on May 18, 2023
Metro Pacific Fresh Farms, Inc. Philippines – 100.0 60.0 – – – Agriculture; Incorporated on May 17, 2023
*SGVFS189808*
6760 Ayala Avenue Fax: (632) 8819 0872
Philippines

ON SUPPLEMENTARY SCHEDULES
The Stockholders and the Board of Directors

9th Floor, Tower 1
We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Metro Pacific Investments Corporation and Subsidiaries as at December 31, 2023 and 2022
and for each of the three years in the period ended December 31, 2023, included in this Form 17-A, and
have issued our report thereon dated April 2, 2024. Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The schedules listed in the Index to
Consolidated Financial Statements and Supplementary Schedules are the responsibility of the Company’s
management. These schedules are presented for purposes of complying with Revised Securities
Regulation Code Rule 68 and are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic financial statements and, in our
opinion, fairly state, in all material respects, the information required to be set forth therein in relation to
the basic financial statements taken as a whole.
Johnny F. Ang
Partner
April 2, 2024
*SGVFS189808*
6760 Ayala Avenue Fax: (632) 8819 0872
Philippines

COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

9th Floor, Tower 1
We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Metro Pacific Investments Corporation and Subsidiaries as at December 31, 2023 and 2022
and for each of the three years in the period ended December 31, 2023, and have issued our report thereon
dated April 2, 2024. Our audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Supplementary Schedule on Financial Soundness Indicators, including
their definitions, formulas, calculation, and their appropriateness or usefulness to the intended users, are
the responsibility of the Company’s management. These financial soundness indicators are not measures
of operating performance defined by Philippine Financial Reporting Standards (PFRS) and may not be
comparable to similarly titled measures presented by other companies. This schedule is presented for
purposes of complying with Revised Securities Regulation Code Rule 68 issued by the Securities and
Exchange Commission, and is not a required part of the basic financial statements prepared in accordance
with PFRS. The components of these financial soundness indicators have been traced to the Company’s
consolidated financial statements as at December 31, 2023 and 2022 and for each of the three years in the
period ended December 31, 2023 and no material exceptions were noted.
Johnny F. Ang
Partner
April 2, 2024
*SGVFS189808*
6760 Ayala Avenue Fax: (632) 8819 0872
Philippines
INDEPENDENT AUDITOR’S REPORTED ON THE SCHEDULE OF RECONCILIATION

OF RETAINED EARNINGS AVAILABLE
FOR DIVIDEND DECLARATION

9th Floor, Tower 1
We have audited in accordance with Philippine Standards on Auditing the parent company financial
statements of Metro Pacific Investments Corporation as at and for the years ended December 31, 2023
and 2022 and have issued our report thereon dated April 2, 2024. Our audits were made for the purpose
of forming an opinion on the basic parent company financial statements taken as a whole. The
accompanying Schedule of Retained Earnings Available for Dividend Declaration is the responsibility of
the Company’s management. This schedule is presented for the purpose of complying with the Revised
Securities Regulation Code Rule 68 and is not part of the basic parent company financial statements.
This schedule has been subjected to the auditing procedures applied in the audit of the basic parent
company financial statements and, in our opinion, fairly states in all material respects the information
required to be set forth therein in relation to the basic parent company financial statements taken as a
whole.
Johnny F. Ang
Partner
April 2, 2024
*SGVFS189827*
SCHEDULE I
EXHIBIT II
SUPPLEMENTARY SCHEDULES
145
SCHEDULE I

SUPPLEMENTARY SCHEDULE REQUIRED
UNDER REVISED SRC RULE 68
Financial Soundness Indicators
December December 31,

Financial Ratios Formula
31, 2023 2022
a) Current Ratio Total Current Assets

0.86 0.90
Total Current Liabilities
Net Profit After Tax (NPAT) +

b) Solvency Ratio
Depreciation and Amortization 0.08 0.05
Total Liabilities
c) Total Liabilities-to-Equity Ratio Total Liabilities

1.48 1.63
Total Stockholders' Equity
d) Long-term Debt-to-Equity
Long-term Debt
Ratio 1.10 1.19
e) Asset to Equity Ratio Total Assets

2.48 2.63
f) Interest Rate Coverage Ratio Earnings before Interest and Taxes

3.92 2.92
Interest Expense
g) Net Profit Margin NPAT

42.98% 25.82%
Net Revenues
h) Return on Asset NPAT + Interest expense (net of tax)

5.49% 3.59%
Average Total Assets
i) Return on Equity NPAT

9.87% 5.45%
Average Total Stockholders’ Equity
146
SCHEDULE II
RECONCILIATION OF RETAINED EARNINGS

AVAILABLE FOR DIVIDEND DECLARATION
As at December 31, 2023

9th Floor, Tower 1, Rockwell Business Center,
(Amounts in
Millions)
Unappropriated Retained Earnings, beginning P
= 47,882
Less: Other unrealized gains or adjustments to the retained earnings
as a
result of certain transactions accounted under the PFRS (21,057)
Treasury shares (10,703)
Subtotal (31,760)
Unappropriated Retained Earnings, as adjusted to available for
dividend
declaration, beginning 16,122
Add: Net income actually earned/realized during the period
Net income during the period closed to retained earnings 10,308
Less: Non-actual/unrealized income, net of tax
Other unrealized gains or adjustments to the retained earnings
as a
result of certain transactions accounted under the PFRS 194
Subtotal 10,502
Less:
Dividend declarations during the period (3,625)
Treasury shares (86)
Subtotal (3,711)
Total Unappropriated Retained Earnings available for dividend
declaration, ending P
= 22,913
147
SCHEDULE III
METRO PACIFIC INVESTMENTS CORPORATION (MPIC) AND SUBSIDIARIES

Supplementary Schedules Required by Paragraph 6D, Part II
Under Revised SRC Rule 68
Schedule A. Financial Assets
Number of Amount shown

shares or in the Income
Name of issuing entity and association of
principal amount statement of received and
each issue
of bonds and financial accrued
notes position
Cash and cash equivalents and short-term

placements P
= 41,114 P
= 1,401
Restricted cash 17,093 −
Receivables 15,367 −
Other current assets
Due from related parties 1,317 29
Miscellaneous deposits and others 988 −
Derivative asset 246 −
Investments in shares of stock:
Citra Metro Manila Tollways Corporation 1,379,674 shares 1,808 124
FWD Group Holdings Limited 1,594,896 shares 183 −
Subic Water Sewerage Co., Inc. 915,580 shares 125 −
204,910,052
99 −
PT Kawasan shares
Manila Polo Club 1 share 45 −
Go21, Inc. 27,273 shares 6 −
Pico de Loro Club 1 share 8 −
Bonifacio Land Corporation 35,448 shares 5 −
PLDT Global Investments Corporation 56,506,000 shares 2,889 −
Canyon Woods Resort Club, Inc. 1,029 shares 36 −
1,600,000,000 −
2,112
SP New Energy Corporation shares
P
= 83,441 P
= 1,554
148
SCHEDULE III
Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties, and
Principal Stockholders (Other than Related Parties)
Balance at Balance
Name and Designation of Addition Amounts Noncurre
beginning Reversal Current at end of
debtor s collected nt
of period period
(In Millions)
Receivables:
Advances to officers and
employees P
= 189 P
= 21 P
=– P
=– P
= 210 P
=– P
= 210
Due from related parties:
Costa De Madera
Corporation – 270 – – 270 – 270
San Carlos Bioenergy,
Inc. 800 – – (800) – – –
Roxas Holdings, Inc. – 150 – (150) – – –
PT Intisentosa Alam
Bahtera 121 – (121) – – – –
Smart Communications,
Inc. 294 66 (294) – 66 – 66
Indra Philippines, Inc. – 3 – – 3 – 3
Manila Electric Company 14 16 (14) 16 16
Lucena Land Corporation 5 – (5) – – – –
Metro Pacific Hospital
Holding, Inc. 3 8 (3) – 8 – 8
First Pacific Company, – –
Ltd. 1 – 1 – 1
Others 1 2 – – 3 – 3
P
= 1,428 P
= 536 (P
= 437) (P
= 950) P
= 577 P
=– P
= 577
149
SCHEDULE III
Schedule C. Amounts Receivable from Related Parties which are eliminated during the
consolidation of financial statements
Balance
Amounts Balance
Name and Designation of at Amounts Curren
Additions written Noncurrent at end of
debtor beginning collected t
off period
of period
(In Millions)
Metro Pacific Investments
Corporation (MPIC):
MetroPac Movers, Inc. P
=9 P
=– P
=– P
=– P
=9 P
=– P
=9
Maynilad Water Services
Inc. 20 55 (20) – 55 – 55
Metpower Venture
Partners Holdings, Inc. 3 – (2) – 1 1
Metro Pacific Tollways
Corporation 33 35 (33) – 35 – 35
Neo Oracle Holdings, Inc.:

Landco Pacific 17 – 17 17
Corporation
Corporation 2 – (2) – – – –

Corporation:
MPIC 5 – (5) – – – –
Maynilad Water Services
Corporation 19 – (19) – – – –
Landco Pacific
Corporation:
Metro Vantage
Properties, Inc. 32 – (20) – 12 – (12)
Metro Vantage Properties,

Inc.:
Landco Pacific
Corporation 37 48 (37) – 48 – 48
Metro Pacific Health Tech

Corporation:
MPIC 1 1 – – 2 – 2
Porrovia Corporation:
MPIC 10 – – – 10 – 10
P
= 188 P
= 139 (P
= 138) P
=– P
= 189 P
=– P
= 189
150
SCHEDULE III
Schedule D. Intangible Assets – Other Assets
Charged Other
Charged to
Beginning Additions to other charges Ending
Description cost and
balance at cost account additions balance
expenses
s (deductions)
(In Millions)
Service Concession
Assets:
Cost P
= 409,108 P
= 47,701 P
=– P
=– P
= 507 P
= 457,316
Accumulated (77,415) – (5,151) – (56) (82,622)
Amortization and
Impairment
Carrying Value 331,693 47,701 (5,151) – 451 374,694
Customer Contracts:
Cost 433 – – – (7) 426
Accumulated (426) – – – – (426)
Amortization and
Impairment
Carrying Value 7 – – – (7) –
Others:
Cost 1,104 760 – – (35) 1,829
Accumulated (734) – (68) – – (802)
Amortization and
Impairment
Carrying Value 370 760 (68) – (35) 1,027
Goodwill 6 – – (7) 15,240

15,241
P
= 347,311 P
= 48,467 (P
= 5,219) P
=– P
= 402 P
= 390,961
See relevant Note 11 - Goodwill and Intangible Assets and Note 12 - Service Concession Assets
to the 2023 Audited Consolidated Financial Statements:
151
SCHEDULE III
Schedule E. Long Term Debt
Amount Amount Amount Number of
Final
Title of issue and type of obligation authorized by shown as shown as Total Interest rates periodic
Maturity
indenture Current Noncurrent installments
Parent Company
Peso denominated Bank loans - Fixed 83,000 6,058 63,500 69,558 4.55% to 6.72% Amortized 2025 to 2032
Foreign currency denominated Bank USD 130.0 – 7,198 7,156 4.82% Bullet 2026
loans - Fixed
Philippine subsidiaries
Loans from banks and other
institutions:
Local currency denominated
MPTC - Fixed 109,038 10,790 85,865 96,655 4.66% to 9.75% Bullet/Amortized 2024 to 2034
MPTC - Variable 19,000 184 20,559 20,743 6.06% to 8.18% Amortized 2034
MWSI - Fixed 59,525 1,954 53,459 55,413 4.95% to 7.16% Amortized 2025 to 2037
MPW - Fixed 1,720 170 920 1,090 5.95% and 7.50% Amortized 2028 to 2033
25,000 Amortized 2024 and
LRMC - Fixed 1,464 22,316 23,780 6.54% to 8.87% 2031
MPAV - Fixed 170 170 – 170 7.25% to 8.00% Amortized 2024
Foreign currency - denominated

JPY 20,949 634 0.90% to 1.23% Amortized 2027 and
MWSI – Fixed 5,755 6,389 2034
Bonds:
MPTC – Fixed 8,600 2,591 5,978 8,569 5.27% to 5.80% Bullet 2024 to 2028
Foreign subsidiaries
Loans from banks and other
institutions:
Local currency denominated
MPTC – Variable IDR 7,781 15,176 11,136 26,312 7.25% to 9.75% Amortized 2024 to 2036
MPW - Variable VND 787,000 8 820 828 9% Amortized 2029
TOTAL 39,199 277,506 316,705
152
Schedule F. Indebtedness to Related Parties (Long term loans from Related Companies)
Name of related party Balance at beginning of period Balance at end of period

(In Millions)
Not Applicable. There are no Long-term loans from Related Parties as at December 31, 2023.
Schedule G. Guarantees of Securities of Other Issuers
Name of issuing Amount

entity of securities Total amount owned by
Title of issue of each
guaranteed by the guaranteed person for Nature of
class of securities
Company for which and which guarantee
guaranteed
this statement is outstanding statement is
filed files
Not Applicable. There are no guarantees made by the Company as at December 31, 2023.
Schedule H. Capital Stock
Number of
Number of
shares
shares
issued and Directors,
reserved for Number of
Number of outstanding officers
options, shares held
Title of Issue shares as shown and Others
warrants, by related
authorized under related employee
conversion parties
balance s
and other
sheet
rights
caption
Common 38,500,000,000 31,552,832,452 – 30,803,063,199 115 749,769,138

Preferred
Class A -
P
= 0.01 par
value 20,000,000,000 9,128,105,319 – 9,128,105,319 – –
Class B -
P
= 1.00 par
value 1,350,000,000 – – – – –
153
Schedule IV. MPIC GROUP STRUCTURE
as of December 31, 2023
154
December 31, 2023
Government MIT-Pacific
WATER
GT Capital MIG Holdings
Service Insurance Infrastructure
Holdings, Inc. Incorporated System Holdings Corporation
18.2% 7.1% 11.6% 14.5%
METRO PACIFIC TOLLROADS

46.3%
INVESTMENTS
CORPORATION
Enterprise
Investments
60.0% POWER
Holding, Inc. (1)
HOSPITAL
First Pacific 60.0%
13.3% Metro Pacific Metro Pacific
International
Holdings, Inc. Resource, Inc.
Limited
RAIL
26.7%
Intalink B.V. LOGISTICS
60.0%
Two Rivers
Holdings Corp.
OTHERS (2)
(1) First Pacific Company Limited holds 40% equity interest in EIH
(2) Includes Landco and Agro group
100.0%
Philippine Hydro, Inc.
WATER 51.3% Maynilad Water 92.9% Maynilad Water

Holding Company, Inc. Services, Inc.
5.2% 100.0% Amayi Water Solutions
Inc.
MetroPac Water
100.0% Investments Corp.
MetroPac Cagayan Metro Pacific Water

Equipacific Holdco Inc.
METRO PACIFIC 100.0% De Oro, Inc. 30.0% 100.0% International Limited
INVESTMENTS MetroPac Iloilo

Laguna Water District
90.0% Aquatech Resources Corp. 55.4%
B.O.O Phu Ninh Water Treatment
Plant Joint Stock Company
Holdings Corp.
CORPORATION 100.0%
Metro Iloilo Bulk Water Metropac Baguio Metro Pacific TL Water
80.0% Supply Corporation 100.0% Holdings Inc. 100.0% International Limited
Tuan Loc Water Resources
Eco-System Technologies
Metropac Cagayan De Investment Joint Stock
Oro Holdings, Inc. 49.0%
International, Inc. 100.0% Company
100.0%
Cagayan De Oro Bulk Water Song Lam Water Supply
95.0% Inc. 100.0% Company Limited
100.0% Cau Moi Lake Water Supply

Metro Iloilo Concession
Joint Stock Company
100.0% Holdings Corp.
Nhon Trach 6A Services
Metro Pacific Iloilo Water 100.0% Industrial Zone Company
80.0% Inc. Limited
MetroPac Dumaguete
Subsidiary 100.0% Holdings Corp.
Associate/ Metro Pacific Dumaguete
Joint Venture 80.0% Water Services Inc.
NLEX Corporation(2)
TOLLROADS 75.1%
(formerly Manila North
Tollways Corp)
Cavitex Infrastructure
100.0% Corporation(1)
MPCALA Holdings, Inc
METRO PACIFIC 40.0% South Management
100.0%
Corporation
INVESTMENTS Metro Pacific Tollways
CORPORATION 100.0% South Corporation 60.0% MPTS Ventures
100.0% Corporation
99.9% 100.0% Vizmin Corporation Cebu Cordova
Link Expressway
Metro Pacific 100.0%
Luzon Tollways Corporation Corporation
100.0%
Tollways Metro Strategic Infra
Corporation 97.0% Holdings Inc.
On-Us Solutions Inc.
MPT Mobility Corporation 23.33%
(formerly NLEX Ventures
100.0%
Corporation)
Assist and Assistance
Easytrip Services Concept, Inc.
100.0%
66.0% Corporation
Dibztech, Inc.
100.0%

Digital, Inc. SAVVICE Corporation
(formerly Southbend Express
100.0% (formerly Metro Pacific Tollways 100.0% Services, Inc.)
Data Services, Inc)
Subsidiary MPT Asia Corporation

Associate/ 100.0%
(formerly FPM Infrastructure A
Holdings Limited)
Joint Venture
Asia, Corporation B
(1) By
virtue of the Management Letter- 100.0% PTE. LTD.
Agreement, MPTC acquired control over CIC CII Bridges and Roads CII Bridge and Road
effective Jan 2, 2013. Management Operation
Investment Joint Stock Services Joint Stock
44.9% 66.67%
Co. (Vietnam) Company
(2) 4.3%is owned through 42.8% ownership in (formerly MCSC Services
Egis Investment Partners Philippines Inc. Vietnam Co., Ltd.) (Vietnam)
TOLLROADS
100.0% PT Metro Pacific Tollways

Indonesia (Indonesia)
METRO PACIFIC 100.0% MPT Asia Corporation
INVESTMENTS (formerly FPM Inframptstructure
Holdings Limited)
CORPORATION
A 100.0% MPT Thailand Corp
(formerly FPM Tollway
99.9% Holdings Limited)
Metro Pacific
Tollways
100.0% Metro Pacific Tollways 100.0%
Corporation Vietnam Company Limited
MPT Management
(Vietnam) Vietnam Co., Ltd.
100.0%
100.0% Metro Pacific Tollways CAIF III Infrastructure
100.0% MPT Service Vietnam
Asia, Corporation Holdings Sdn Bhd
PTE. LTD. (Singapore) Co., Ltd.
(Malaysia)
15.0%
B
100.0% CIIF Infrastructure CII Bridge and Road
Holdings Sdn Bhd Management Operation
(Malaysia) Services Joint Stock
Company
(formerly MCSC Services
100.0% PT Metro Pacific Tollways Vietnam Co., Ltd.) (Vietnam)
Indonesia Services
(Indonesia)
Subsidiary
Associate/
Joint Venture 76.3% PT Nusantara
Infrastructure Tbk
(Indonesia)
C
TOLLROADS
Corporation
100.0%

C Asia, Corporation
PTE. LTD.
100.0%
17.7% PT Metro Pacific Tollways

Indonesia Services
(Indonesia)
76.3%
PT Nusantara
Infrastructure Tbk
(Indonesia)
Tollroads Water Energy Others
100.0% 100.0%
43.4% 100.0% PT Portco
Infranusantara
PT Margautama PT Potum Mundi PT Energi
Nusantara Infranusantara Infranusantara 70.0%
PT Marga Metro
Nusantara
100.0%
88.9% PT Bintaro Serpong PT Inpola Meka Energi 85.0%
74.5% PT Dain Celicani
Damai PT Jakarta Metro
Cemerlang
PT Metro Makassar 80.0% PT Rezeki Perkasa Ekspressway
99.6% Network 65.0% Sejahtera Lestari
(Formerly PT Bosowa
PT Sarana Catur Tirta
Marga Nusantara) Kelola 100.0% PT Energi Borneo 100.0% PT Meta Media Infranusantara
Nusantara (formerly PT Telekom Infranusantara)
PT Jalan Tol Seksi PT Sarana Tirta Rezeki 100.0%
80.0% 10.0% PT Auriga Energi PT Metro Tekno Media Infranusantara
99.4% Empat
(formerly PT Nusantara Teknologi
85.0% PT Jasa Sarana Nusa 100.0% Infranusantara)
Subsidiary PT Metro Jakarta 100.0% Makmur
Ekspresway
Associate/ 100.0%
Joint Venture PT Eris Serra Energi
35.0%
PT Jakarta Lingkar
Baratsatu
100.0% PT Energi Surya Nusantara
(Formerly PT Energi Parindu Nusantara )
40.0% 100.0%
Jasa Marga PT Eridanusa Energi Nusantara
Jalanlayang Cikampek
100.0%
PT Centara Energi
POWER
100.0%
Beacon Electric Asset
Holdings Inc.
METRO PACIFIC
INVESTMENTS 35.0%
CORPORATION
12.5%
Manila Electric Co.
Subsidiary
Associate/
Joint Venture
Metro Pacific Health
Corporation(1)
(formerly Metro Pacific
HOSPITAL AHI Hospital Holdings

Corp. (formerly Bumrungrad
Hospital Holdings, Inc.)
100.0% International Phils. Inc.) East Manila Hospital

100.0%
Managers Corp. (Our
Lady of Lourdes Hospital)
Asian Hospital Inc.
58.1% 27.5%
Manila Medical
Central Luzon 20.0% Services, Inc. Sacred Heart Hospital
51.0% Doctors' Hospital 51.0% of Malolos Inc.
Metro CLDH Cancer Marikina Valley
100.0% 93.1% Medical Center, Inc.
Center Corporation St. Elizabeth Hospital,
METRO Inc.
Colinas Verdes 80.0%
PACIFIC Hospital Managers 33.4%
Medical Doctors, Inc. Metro SEHI Cancer Center
INVESTMENTS 100.0% Corp. (Cardinal Santos
60.0%
Computerized Imaging
Corporation 100.0%
Medical Center) Institute, Inc.
CORPORATION Colinas Healthcare, Metro Matutum
100.0% Inc. Hospital Inc. 33.0%
65.1%(3) Medi Linx Laboratory 67.0%
51.0% Inc. Western Mindanao
METRO PAC Davao Doctors Hospital
Medical Center, Inc.
63.9%
APOLLO 49.9% (Clinica Hilario) Inc. Metro Radlinks
100.0%
Davao Doctors Oncology Metro Pacific
HOLDING, INC. 30.0% Network Inc.
Center Inc. (formerly Medigo Corporation) Zamboanga Hospital
Allied Professional 100.0%
35.1%(1) 100.0% West Metro Cancer Center Corp.
Development Corp. 100.0%
Corporation Metro Cebu
Metro Pacific Health 100.0% Davao Doctors College, Inc.
50.0% Lipa Medix Cancer Center Community Hospital,
Corporation 100.0%
Corporation Inc.
(formerly Metro Pacific 56.2(2) De Los Santos
Hospital Holdings, Inc.) 78. 4%
61.0% Medical Center, Inc. Riverside Medical
Santos Clinic
Subsidiary Center Inc.
Delgado Clinic Inc. 79.9% Incorporated
(Dr. Jesus Delgado Memorial 100.0% Riverside College Inc.
Associate/ 65.0% Hospital)
Joint Venture Los Banos Doctors
Caretech Medical 100.0% Metro RMCI Cancer Center
96.0%
Services, Inc. Corp
Hospital and Medical
51.0% Center, Inc.
(1) Represents voting rights of common shares issued by MPHHI. Subject of an Exchangeable Bond covering 398,070,552 MPHHI common shares (refer to Audited Consolidated Financial Statements).
(2) Represents voting rights of preferred shares issued by MPHHI (refer to Audited Consolidated Financial Statements).
(3) Subject to a Call Option agreement granting the holder of the Option an irrevocable right to require MPIC to sell all or a portion of MPIC’s shares in Apollo (refer to Audited Consolidated Financial Statements).
Metro Pacific
Health Corporation
(formerly Metro Pacific
Hospital Holdings, Inc.)
HOSPITAL 55.0% Ramiro Community

Hospital, Inc.
Luther Z. Ramiro
Medical Center, Inc. 91.1%
37.6% Calamba Medical

Center
39.8%
Calamba Eye Center, Inc.
METRO 77.4% Calamba Cancer Center

PACIFIC Incorporated
86.7%
INVESTMENTS Calamba Kidney Care
Center, Inc.
CORPORATION 32.5% Laguna College of Bus. &
65.1%(3) Arts
43.6%
METRO PAC South Luzon Hospital &
Medical Center
APOLLO 40.4% Calamba Events Center,
HOLDING, INC. Inc.
35.1%(1)
84.7% Commonwealth
Metro Pacific Health Hospital and Medical
Corporation Center
(formerly Metro Pacific 56.2(2)
Hospital Holdings, Inc.) 70.4%
Medical Center Imus
Subsidiary
82.6% Lucena United
Associate/ Doctors Hospital &
Joint Venture Medical Center
94.2%
Antipolo Doctors, Inc.
(1) Represents voting rights of common shares issued by MPHHI. Subject of an Exchangeable Bond covering 398,070,552 MPHHI common shares (refer to Audited Consolidated Financial Statements).
(2) Represents voting rights of preferred shares issued by MPHHI (refer to Audited Consolidated Financial Statements).
(3) Subject to a Call Option agreement granting the holder of the Option an irrevocable right to require MPIC to sell all or a portion of MPIC’s shares in Apollo (refer to Audited Consolidated Financial Statements).
RAIL
50.0%
Light Rail
Manila Holdings
Inc. 70.0%
METRO PACIFIC 65.1%
Metro Pacific Light Rail
INVESTMENTS Light Rail 20.0%
Manila
CORPORATION Corporation Corporation
50.0% Porrovia
Corporation (1)
50.0%
(1) Corporate life has been shortened to until March 31, 2019.
MetroPac
LOGISTICS 100.0% LogisticsPro,
Inc.(1)
100.0%
Trucking
Company, Inc.(1)
& STORAGE 100.0% TruckingPro,
Inc.(1)
MetroPac
100.0% 99.1% MetroPac 100.0% PremierLogistics,
Logistics
Movers Inc. Inc.(1)
Company, Inc.
METRO PACIFIC
INVESTMENTS 100.0% PremierTrucking,
Inc.(1)
CORPORATION
KM Razor Crest Storage
100.0% OneLogistics,
Infrastructure 100.0%
Infrastructure Holdings Inc.(1)
50.0%
Holdings, Inc.(1) Corporation
100.0% (1) Corporate life ended in December 2022

Subsidiary
Associate/ Hyperion Storage
Joint Venture
Holdings Corporation
100.0%
Philippine Tank
Storage International
(Holdings), Inc.
100.0%
Philippine Coastal
Storage & Pipeline
Corporation
METRO PACIFIC
LANDCO
100.0%
INVESTMENTS
CORPORATION Landco Pacific
Corporation
100.0% 100.0% 49.9%

Landco Corporate Landco Manpower Nueva Ecija Land
Center, Inc. (1) Services, Inc.(1)(2) Company, Inc.
100.0% 100.0% 34.0%

Landco Sales Primefrontier Property Costa De Madera
Corporation (1) Management, Inc. Landholdings, Inc. (1)
100.0% 85.0% 32.0%

San Juan Land Club Punta Fuego, Inc.
Prime Leisure Inc.(1)(2)
Company, Inc.(1)(2)
100.0% 79.0% 31.0%

Landco Leisure Landco Urdaneta Landco Urdaneta
Development, Inc. Development Corp.(1)(2) Properties, Inc. (1)
100.0% 74.4% 30.0%

Lucena Commercial Landco NE Resource Landco Bulacan
Land Corporation (1)(2) Ventures, Inc. (1) Properties, Inc. (1)
100.0% 70.0% 25.0%

First Cebu Pacific Landco NE Waterwood Land Inc.
(1)
Land Company, Inc. (1) Development Corp. (1)
100.0% 70.0%
(1) Dormant.
Landco Pacific Fuego Land (2) Corporate
Centers, Inc. (1)(2) Corporation life has been shortened to
until July 31, 2018.
100.0% 70.0%
Prime Leisure Fuego Development
Calatagan, Inc. (1) Corporation
100.0% 70.0%
FPD Landco Property Stonecrest Homes
Services, Inc. (1)(2) Development, Inc. (1)(2)
100.0% 56.0% Subsidiary

Landco Property Lucena Land
Holdings Corp(1)(2) Corporation (1) Associate/
Joint Venture
AGRO
METRO PACIFIC
INVESTMENTS
CORPORATION
100.0%
Metro Pacific Agro

Ventures, Inc.
60.0%
Metro Pacific Nova
Agro Tech, Inc.
100.0%
Metro Pacific Dairy
Farms, Inc.
100.0%
Metro Pacific Fresh
Farms, Inc.
51.0%
The Laguna Creamery,
Inc.
Axelum Resources
34.8% Corporation
Subsidiary
Associate/
Joint Venture
Neo Oracle Metro Pacific Pollux Realty
OTHERS
Holdings, Inc. (1) Management Services, Development
96.8% 100.0% Inc. (5) Corporation 100.0%
Fragrant Cedar
100.0% Holdings Inc. Metro Tagaytay Land Costa de Madera
Co., Inc Corporation 62.0%
Metro Pacific 100.0%
Resource Recovery Pacific Plaza Towers
100.0% Corp. (2) Metro Asia Link
Management Services, Holdings, Inc.
100.0% Inc. 60.0%
MPIC Infrastructure
100.0% Holdings Limited
First Pacific Bancshares First Pacific Realty
100.0% Philippines, Inc. (6) 20.0% Partners Corporation (8) 30.7%
Metro Global Green
80.0% Waste, Inc. (3)
Philippine International Metro Pacific Land
Metro Vantage 100.0% Paper Corporation (7) Holdings, Inc. (9) 49.0%
100.0% Properties, Inc.
QC Integrated Waste
MetPower Ventures Management (1) End of corporate life (under liquidation).
METRO PACIFIC Partners Holdings, 100.0%
Holdings Inc, (2) Formerly MetroPac Clean Energy
100.0% Inc.
INVESTMENTS Holdings Corporation.
(3) Corporate life has been shortened to
Metro Pacific Health
CORPORATION 100.0% Tech Corporation
until December 31, 2017.
100.0% MetroPac Property until December 31, 2016.
First Gen Northern (5) Corporate life has been shortened to
Holdings, Inc.
33.3% Energy Corp (4) until October 31, 2022.
100.0% Millennial Resorts (6) Corporate life has been shortened to
AF Payments, Inc. Corporation until October 31, 2019.

20.0%
100.0% SCENIQ Lifestyle until February 28, 2020.
Indra Philippines, Corporation
25.0% Inc. until May 31, 2018.

until July 31, 2019.

Surallah Biogas
80.0% Ventures Corp.
Subsidiary
Associate/
Joint Venture

MPI 17A Dec2023 FINAL

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

MPI 17A Dec2023 FINAL

Uploaded by

Copyright:

Available Formats

From: ICTD Submission <ictdsubmission+canned.response@sec.gov.

Thank you for reaching out to ictdsubmission@sec.gov.ph!

1. 17-A 6. ICA-QR 11. IHAR 16. 39-AR 21. Monthly Reports

1. FORM MC 18 7. Comple on Report

For your informa on and guidance.

SEC Registration No: CS200604494

This serves as temporary receipt of your submission.

Please strictly follow the instruction stated in the form.

1. General Information Sheet (GIS-Stock)

THIS IS AN AUTOMATED MESSAGE - PLEASE DO NOT REPLY DIRECTLY TO THIS

SEC Registration Number

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

Secondary License Type, If

compliance@mpic.com.ph +632-8888-0888 09498895494

2,396 as of 12.31.2023 Last Friday of May December 31

CONTACT PERSON INFORMATION

Ms. June Cheryl A. Cabal- jcrevilla@mpic.com.ph +632-8888- –

CONTACT PERSON’s ADDRESS

9th Floor, Tower 1, Rockwell Business Center,

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17

1. For the fiscal year ended December 31, 2023

2. SEC identification number CS200604494

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

4. Exact name of issuer as specified in its charter

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

6. Industry Classification Code: (SEC Use Only)

7. Address of issuer's principal office Postal Code

8. Issuer's telephone number, including area code

Title of each ClassNumber of shares of common stock outstanding and amount

Common Shares 31,544,047,715*

SEC FORM 17-A

December 31, 2023

PART I – BUSINESS AND GENERAL INFORMATION ............................................. 2

PART I – BUSINESS AND GENERAL INFORMATION

Item 1. Description of Business

(A) Business Development

(B) Business of the Issuer

(B.1a) Power - MERALCO

Clark Electric Distribution Corporation (“Clark Electric”), a 65%-owned subsidiary of MERALCO is a

Retail Electric Supply (“RES”)

Franchise and Regulation of Rates

System Loss Charge

Contribution in Sales Volume

Distribution of electricity at its usable voltage to end-consumers is performed by investor-owned electric

Source and availability of raw materials

(B.1b) Others – Energy-from-Waste

(B.2) Toll Operations

The Company holds its toll road assets through MPTC.

a. Through its 75.1% effective interest in NLEX Corp:

MPTC also has the following foreign investments:

 76.3% effective interest in PT Nusantara. PT Nusantara is a leading infrastructure company in

 Repairs and replacement, including pavement repair/resurfacing or overlay, repair of drainage

 the promotion of cashless electronic toll collection systems;

NLEX Connector Road

Status of Toll Roads

Toll Road Projects Construction

Toll Roads and Other Infrastructure Projects in Indonesia and Vietnam

PT Nusantara, through its subsidiaries, holds investments in the following:

Effect of Existing or Probable Governmental Regulations on the Business

Revenues contributed by foreign entities

 NLEX Connector Road.

Certain sections of alternative local roads (non-expressway) mentioned above is