Securities and Exchange Commission Sec Form 20-Is Information Statement Pursuant to Section 20 of the Securities Regulation Code

SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[ ] Preliminary Information Statement [/] Definitive Information Statement

2. Name of Registrant as specified in its charter: SUNTRUST HOME DEVELOPERS, INC.

3. Province, country or other jurisdiction of incorporation or organization: METRO MANILA, PHILIPPINES

4. SEC Identification Number: 10683

5. BIR Tax Identification Code: 000-141-166-000

6. Address of Principal Office: 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines

7. Registrant’s telephone number, including area code: (+632) 867-8826 to 40

8. Date, time and place of the meeting of security holders: 27 October 2015, 9:00 AM Eastwood Richmonde Hotel, Grand Ballroom Eastwood City, Bagumbayan, Quezon City, Metro Manila, Philippines

9. Approximate date on which the Information Statement is first to be sent or given to security holders: 06 October 2015

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock Outstanding

Common stock 2,250,000,000

11. Are any or all of registrant's securities listed in a Stock Exchange? Yes

Disclose the name of such Stock Exchange: Philippine Stock Exchange

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

SAMPLE PROXY ONLY

The undersigned shareholder(s) of SUNTRUST HOME DEVELOPERS, INC. (the “Corporation) hereby appoint/s or in his absence, the Chairman of the Annual Shareholders’ Meeting, as proxy of the undersigned shareholder(s) at the Annual Meeting of Shareholders scheduled on 27 October 2015 at 9:00 in the morning at the Grand Ballroom, Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon City and/or at any postponement or adjournment thereof, and/or any annual shareholders’ meeting of the Company, which appointment shall not exceed five (5) years from date hereof.

The undersigned shareholder(s) hereby direct/s the said proxy to vote all shares on the agenda items set forth below as expressly indicated by marking the same with [√] or [X]:

ITEM SUBJECT ACTION NO. FOR AGAINST ABSTAIN

3 Approval of the Minutes of the Previous Annual Stockholders Meeting 5 Appointment of Independent Auditors 6 Ratification of Acts of the Board of Directors, Board Committees, and Management 7 Election of Directors Ferdinand B. Masi Evelyn G. Cacho Giancarlo C. Ng Elmer P. Pineda Felizardo T. Sapno Alejo L. Villanueva, Jr. - Independent Director Eugenio B. Reducindo - Independent Director

PRINTED NAME OF SHAREHOLDER SIGNATURE OF SHAREHOLDER/ NUMBER OF SHARES DATE AUTHORIZED SIGNATORY TO BE REPRESENTED

This proxy should be received by the Corporate Secretary not later than end of business hours on 16 October 2015.

This proxy when properly executed will be voted in the manner as directed herein by the shareholder. If no direction is made, the proxy will be voted for the election of all nominees and for the approval of all matters stated above and for such other matters as may properly come before the meeting in the manner described in the information statement.

A shareholder giving a proxy has the power to revoke it at any time before the right granted is exercised. A proxy is also considered revoked if the shareholder attends the meeting in person and expressed his intention to vote in person.

This proxy does not need to be notarized. (Partnerships, Corporations and Associations must attach certified resolutions thereof designating Proxy/Representative and Authorized Signatories.)

INFORMATION STATEMENT

GENERAL INFORMATION

Date, time and place of annual meeting of security holders.

The annual meeting of the stockholders of the Company will be held on 27 October 2015, 9:00 a.m. at Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon City, Philippines.

The Company’s complete mailing address is at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines, 1227.

Copies of this information statement will be sent on or before 06 October 2015 to all stockholders on record as of 18 September 2015.

The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send us a proxy.

Dissenter’s Right of Appraisal

There are no matters to be acted upon or proposed corporate action in the agenda for the annual meeting of stockholders that may give rise to possible exercise by a dissenting stockholder of its appraisal rights under Title X of the Corporation Code of the Philippines.

Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his shares in the following instances: (1) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (2) in case the Company decides to invest funds in another corporation or business or for any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets, and (4) in case of merger or consolidation.

The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action by making a written demand on the Company within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. Failure to make the demand within the 30- day period shall be deemed a waiver of the appraisal right. From the time of the demand until either the abandonment of the corporate action in question or the purchase of the dissenting shares by the Company, all rights accruing to the dissenting shares shall be suspended, except the stockholder’s right to receive payment of the fair value thereof. If the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the stock certificate(s) representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action.

If the fair value is not determined within sixty (60) days from the date the corporate action was approved by the stockholders, it will be determined by three (3) disinterested persons (one chosen by the Company, another chosen by the dissenting stockholder and the third to be chosen jointly by the Company and the stockholder). The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within thirty (30) days after such award is made. Upon payment by the Company of the awarded price, the dissenting stockholder shall forthwith transfer his shares to the Company.

No payment shall be made to any dissenting stockholder unless the Company has unrestricted retained earnings.

Interest of Certain Persons in or Opposition to Matters to be Acted Upon

No director or officer of the Company or any nominee for election as a director of the Company, or any associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than election to office and the proposed increase in authorized capital stock.

No director of the Company has informed it in writing that he intends to oppose any action to be taken by the Company at the Annual Stockholders’ Meeting (“Meeting”).

CONTROL AND COMPENSATION INFORMATION

Voting Securities and Principal Holders Thereof

Number of Shares Outstanding

As of 31 August 2015, the Company had outstanding shares of 2,250,000,000 common stock. Each common share is entitled to one (1) vote.

Record Date Of Meeting

All stockholders on record as of 18 September 2015 will be entitled to notice of, and to vote at, the Meeting.

Cumulative Voting Rights

Each stockholder shall be entitled to one (1) vote with respect to all matters to be taken up during the annual meeting of stockholders, provided that each stockholder shall have cumulative voting rights with respect to the election of the members of the board of directors of the Company. Cumulative voting entitles each stockholder to cumulate his shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or distribute them on the same principle among as many nominees as he shall see fit; provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected.

Security Ownership of Record and Beneficial Owners of more than 5% of the Company’s Voting Stocks as of 31 August 2015:

Title Name and Address of Beneficial Owner & Percent Of Class Record Owner& Relationship Citizenship No. of Shares Owned Relationship w/ Issuer w/Record Owner Common Megaworld Corporation1 Megaworld Corporation Filipino 955,834,992 42.48% 28/F The World Centre, (also the record owner) 330 Sen. Gil Puyat Avenue, Makati City Common PCD NOMINEE PCIB Securities, Filipino 721,851,922 32.082% CORPORATION2 Corporation G/F Makati Stock 8/F PCI Tower 2, Dela Exchange Building 6767 Costa St., Makati City Ayala Avenue, Makati City Common Emerging Market Assets Emerging Market Filipino 235,000,000 10.44% Limited3 Assets Limited (also Rm. 1028, 12/F The the record Centre Mark, 287-299 owner) Queen’s Road, Central Hong Kong Common Stanley Ho Hung-Sun Stanley Ho Hung Sun Non- Filipino 116,100,000 5.16% c/o Suntrust Home (also the record Developers, Inc., 6/F owner) World Centre Building 330 Sen. Gil Puyat Avenue Makati City

1 The Board of Directors appoints the person who has the power to direct the voting and disposition of the shares held by Megaworld Corporation in the Company 2 Beneficiaries are brokers and custodian bank participants of PCD. 3 Messrs. Yip Chu Kwong, Yuen Siu, Yip Kwok Cheong, Yip Kwok Wai, Tse Yuen Yuen and Poon Kwok Kuen, all stockholders of Emerging Market Assets Limited (“EMAL”), have the power to direct the voting and disposition of the shares held by EMAL in the Company. They are businessmen who are based in Hong Kong and China and who have substantial investments in the manufacturing and real estate industries in Guangzhou, China and Hong Kong. Other than the persons identified above, there are no other beneficial owners of more than 5% of the Company’s voting stock known to the Company.

Security Ownership of Directors and Management as of 31 August 2015:

Title of Class Name of Beneficial Amount and Nature of Citizenship Percent of Owner Beneficial Ownership Class

Common Ferdinand B. Masi 1 (direct) Filipino 0.00% Common Amelia A. Austria 1 (direct) Filipino 0.00% Common Evelyn G. Cacho 1 (direct) Filipino 0.00% Common Giancarlo C. Ng 1 (direct) Filipino 0.00% Common Felizardo T. Sapno 1 (direct) Filipino 0.00% Common Alejo L. Villanueva, Jr. 1 (direct) Filipino 0.00% Common Elmer P. Pineda 1 (direct) Filipino 0.00% Common Rolando D. Siatela 0 Filipino N/A Common Ma. Cristina D. Gonzales 0 Filipino N/A Common All directors and 7 (direct) 0.00% executive officers

Voting Trust Holders of 5% or More

The Company is not aware of the existence of persons holding more than five percent (5%) of the Company’s common shares under a voting trust or similar agreement.

Change in Control

The Company has no knowledge of any arrangements among stockholders that may result in a change in control of the Company.

Directors Including Independent Directors and Executive Officers

Incumbent

The following are the incumbent directors and executive officers of the Company:

Name Age Citizenship Present Position Ferdinand B. Masi 53 Filipino Chairman of the Board and President and Chief Executive Officer Amelia A. Austria 61 Filipino Independent Director Evelyn G. Cacho 53 Filipino Director and Treasurer Giancarlo C. Ng 38 Filipino Director Felizardo T. Sapno 58 Filipino Director Alejo L. Villanueva, Jr. 74 Filipino Independent Director Elmer P. Pineda 57 Filipino Director Rolando D. Siatela 55 Filipino Corporate Secretary Ma. Cristina D. Gonzales 51 Filipino Compliance Officer

There are seven (7) members of the Company’s Board of Directors, two of whom are independent directors. All incumbent directors were elected during the annual meeting of stockholders held on 18 November 2014.

Background

Ferdinand B. Masi. Mr. Masi, 53 years old, Filipino, is currently the Chairman and the President of the Company. He was appointed as Chairman of the Board on 09 November 2007 and has served as President since 09 February 2001. Mr. Masi is currently with Consolidated Distillers of the Far East, Inc., a position he has held since 1983 as Accounting Staff, Plant Accountant/Auditor, Chief Accountant, Finance & Administrative Manager and as General Manager. He is concurrently the Chairman and President of Good Earth Technologies International, Inc. and Corporate Secretary of First Centro, Inc. He is a Certified Public Accountant and member of the Philippine Institute of Certified Public Accountants. He also finished his MBA from Ateneo Graduate School of Business.

Evelyn G. Cacho. Ms. Cacho, 53 years old, Filipino, is currently the Treasurer and a member of the Board of Directors of the Company since 29 August 2005. Ms. Cacho is concurrently a director of Empire East Land Holdings, Inc. (“EELHI”), a position she has occupied since February 2009. She joined EELHI in February 1995 and has served as its Vice President for Finance since February 2001. She also currently serves as director of Empire East Communities, Inc., Laguna Bel Air School, Inc., Sonoma Premier Land, Inc., Valle Verde Properties, Inc. and Sherman Oak Holdings, Inc. She holds the position of Treasurer of Megaworld Central Properties, Inc., and Megaworld Newport Property Holdings, Inc. and Assistant Corporate Secretary of Gilmore Property Marketing Associates, Inc. Prior to joining EELHI, she had extensive experience in the fields of financial/operations audit, treasury, and general accounting from banks, manufacturing and trading companies. Ms. Cacho has a bachelor’s degree in Business Administration major in Accounting.

Giancarlo C. Ng. Mr. Ng, 38 years old, Filipino, has served in the Company’s Board of Directors since 23 October 2007. He is currently the Finance and Office Manager of Consolidated Distillers of the Far East, Inc. (“Condis”). He is a graduate of the University of Asia and the Pacific with a degree in Bachelor of Arts in Liberal Arts and Humanities, graduating Magna Cum Laude and Valedictorian of his batch. He also obtained his Masters of Science in Information Technology from the same university. Mr. Ng was at various times from 2003 to 2006 an account officer, sales manager, and inter-team coordinator of Condis. Mr. Ng has handled Customer Relations Management, Sales and Delivery Logistics, and Information Technology Planning and Tactical Coordination for Condis and has extensive experience in work involving business processes and information technology solutions.

He was the project manager for the email and internet connectivity infrastructure project and inventory system database of Condis. Prior to joining Consolidated Distillers of the Far East, Inc., he was a member of the Systems Technology Support of Meralco MTP-CSPT from 1998-1999, where he participated in the company’s Y2K compliance project. Mr. Ng then joined the Software Services Department of the Orient Overseas Container Line Phils, Inc. as a software programmer from 2000- 2003, where he developed web applications and also served as customer EDI programmer and trainer of new recruits. Mr. Ng has attended trainings and seminars on several software languages, Customer Relations Management, Business Orientation for Marketing and Sales, Business Writing, Information Strategy Planning, and on the New Digital Economy and Emerging Technologies for the Philippines in 2020.

Elmer P. Pineda. Mr. Pineda, 57 years old, Filipino, was elected to the Board on 03 February 2012 to serve the unexpired term of Ms. Ma. Vicenta S. Jalandoni. Mr. Pineda was likewise appointed Assistant Corporate Secretary and Assistant Corporate Information Officer of the Corporation. He was responsible for the management of a number of real estate developments. A licensed civil engineer, Mr. Pineda has over a decade of experience in project and construction management with various companies and firms such as Farm System Development Corporation and Megaworld Corporation.

Felizardo T. Sapno. Mr. Sapno, 58 years old, Filipino, has served as Director of the Company since 03 July 2006. He is currently the Plant Manager of the Consolidated Distillers of the Far East, Inc. since August 1990. Mr. Sapno is a licensed Chemical Engineer and a graduate of the Mapua Institute of Technology with a degree in BS Chemical Engineering. He was previously employed with the Philippine Allied Leatherette, Inc. as Production Supervisor from October 1981 to October 1982 and the Central Azucarera de Tarlac as Shift Supervisor from November 1982 to November 1985. He is a member of various professional and socio-civic associations such as the Philippine Institute of Chemical Engineers, Center for Alcohol and Research Development Foundation, Inc., Philippine Association of Alcohol and Fermentation Technologies, Inc., Kiwanis International, Philippine Luzon District and the Knights of Columbus, Council 4668.

Alejo L. Villanueva, Jr. Mr. Villanueva, 74 years old, Filipino was elected as Independent Director on 29 October 2012. He currently serves as Independent Director of Alliance Global Group, Inc., Emperador Inc. and Empire East Land Holdings, Inc. and a Director of First Capital Condominium Corporation, a non-stock non-profit corporation. He is also Chairman of Ruru Courier Systems, Inc. and Vice Chairman of Public Relations Counselors Foundations of the Philippines, Inc. He is a professional consultant who has more than twenty years of experience in the fields of training and development, public relations, community relations, institutional communication, and policy advocacy, among others. He has done consulting work with the Office of the Vice President, the Office of the Senate President, the Commission on Appointments, the Securities and Exchange Commission, the Home Development Mutual Fund, the Home Insurance Guaranty Corporation, Department of Agriculture, Philippine National Railways, International Rice Research Institute, Rustan’s Supermarkets, Louis Berger International (USAID-funded projects on Mindanao growth), World Bank (Subic Conversion Program), Ernst & Young (an agricultural productivity project), Chemonics (an agribusiness project of USAID), Price Waterhouse (BOT program, a USAID project), Andersen Consulting (Mindanao 2000, a USAID project), Renardet S.A. (a project on the Privatization of MWSS, with World Bank funding support), Western Mining Corporation, Phelps Dodge Exploration, and Marubeni Corporation. Mr. Villanueva obtained his bachelor’s degree in Philosophy from San Beda College, summa cum laude. He has a master’s degree in Philosophy from the University of Hawaii under an East-West Center Fellowship. He also took up special studies in the Humanities at Harvard University. He studied Organizational Behavior at INSEAD in Fontainebleau, France. He taught at the Ateneo Graduate School of Business, the UST Graduate School, and the Asian Institute of Journalism.

Amelia A. Austria. Ms. Austria, 61 years old, Filipino, was elected an Independent Director on 09 November 2007. She is currently the Corporate Secretary and a member of the Board of Directors of Zenith Synergy Realty and Development Corporation. She is a licensed Chemist and placed second in the Chemistry Licensure Examination in 1976. Ms. Austria is a graduate of the University of Santo Tomas with a Degree in BS Chemistry and is an undergraduate of the Masteral Program-MS Chemistry from the same university. Prior to joining Good Earth Technologies, Ms. Austria had extensive experience in work involving research and development and quality control.

Rolando D. Siatela. Mr. Siatela, 55 years old, Filipino, has served as Corporate Secretary and Corporate Information Officer of the Company since 23 May 2006. He concurrently serves in PSE- listed companies, Alliance Global Group, Inc., Megaworld Corporation, and Global-Estate Resorts, Inc. as Assistant Corporate Secretary. He is also the Assistant Vice President for Controllership of Megaworld Corporation. Prior to joining Megaworld Corporation, he was employed as Administrative and Personnel Officer with Batarasa Consolidated, Inc. He is a member of the board of Asia Finest Cuisine, Inc. and the Corporate Secretary of ERA Real Estate Exchange, Inc., Oceanic Realty Group International, Inc. and Documentation Officer of Megaworld Foundation.

Maria Cristina D. Gonzales. Ms. Gonzales, 51 years old, Filipino, is the Compliance Officer of the Company. She is presently a First Vice President for Management Services, Asset Management and Administration of Megaworld Corporation, a position she has held since 2007. Previously, she was a Vice President for Audit of Megaworld from 1993 to 2007, Audit Manager for Shoemart, Inc. from 1988 to 1993 and Auditor with Sycip, Gorres & Velayo from 1984 to 1987. She is a Certified Public Accountant since 1984 and graduated with a Business Administration degree, Major in Accounting (graduated magna cum laude) from the University of the East.

Directors are elected annually by the stockholders to serve until the election and qualification of their successors. Mr. Ferdinand B. Masi, Mr. Giancarlo C. Ng, Mr. Felizardo T. Sapno, Ms. Evelyn G. Cacho, Mr. Elmer Pineda, Mr. Alejo L. Villanueva, Jr. and Ms. Amelia A. Austria, independent director, were elected in the last annual stockholders’ meeting on 18 November 2014.

Procedure for Nomination and Election of Independent Directors

Pursuant to Article II, Section 2 of the Company’s By-Laws (amended as of August 30, 2005 and November 11, 2005), the nomination and election of independent directors shall be conducted in accordance with SRC Rule 38.

SRC Rule 38 provides that the nomination and election of independent directors shall be conducted in accordance with the following rules:

1. Nomination of independent directors shall be conducted by the Nomination Committee prior to a stockholders’ meeting. All recommendations shall be signed by nominating stockholders and shall bear the conformity of the nominees.

2. The Nomination Committee shall pre-screen the nominees and prepare a final list of candidates.

3. The final list of candidates shall contain the business and/or professional experience of the nominees for independent directors, which list shall be made available to the Commission and to all stockholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports the Company is required to submit to the Commission. The name of the person or group of persons who recommended the nominees for independent directors shall be identified in such report including any relationship to the nominees.

4. Only nominees whose names appear in the final list of candidates shall be eligible for election as independent directors. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting.

5. The conduct of the election of independent directors shall be made in accordance with the standard election procedures of the Company in its By-laws, subject to pertinent laws, rules and regulations of the Commission.

6. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders in attendance of the mandatory requirement of electing independent directors. He shall ensure those independent directors are elected during the stockholders’ meeting.

7. In case of failure of election for independent directors, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy.

The Company is required to have at least two (2) independent directors in its Board of Directors, who are each independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director in the Company. An independent director should have at least one (1) share of the Company’s common stock, a college graduate or has been engaged or exposed to the business for at least five (5) years, and possesses integrity/probity and assiduousness.

Nominees

Directors are elected annually by the stockholders at the annual stockholders’ meeting to serve until the election and qualification of their successors. The Nomination Committee composed of Elmer Pineda as Chairman and members, Giancarlo C. Ng, and Alejo L. Villanueva, Jr., accepts nominees to the Board of Directors, including nominees for independent director. The Committee is responsible for screening and qualifying the list of nominees. The following is the complete list of nominees for members of the Board of Directors:

1. Ferdinand B. Masi 2. Evelyn G. Cacho 3. Elmer P. Pineda 4. Giancarlo C. Ng 5. Felizardo T. Sapno 6. Alejo L. Villanueva, Jr. – Independent Director 7. Eugenio B. Reducindo – Independent Director

Except for nominee Eugenio B. Reducindo, the background and experience of all nominees for directors is provided above. Below is the background and experience of Mr. Eugenio B. Reducindo.

Mr. Eugenio B. Reducindo, 46 years old, is currently the Managing Director of Choice Gourmet Banquet, Inc., which owns and operates McDonald’s stores and used to operate other restaurants like Shanghai Bistro and SoHo Tea House. He has held the position of Managing Director since 2007. As Managing Director, Mr. Reducindo is responsible for the overall operations and management of 11 McDonald’s outlets located within Metro Manila and other provinces such as Cebu and Iloilo. Prior to being Managing Director, Mr. Reducindo was a branch manager at Choice Gourmet handling the first McDonald’s branch of the company located at Forbestown Center. Mr. Reducindo has considerable experience in the management and operations of quick service and fine dining restaurants, having been involved in the daily operations of a specific branch as well as the overall management and operations of several branches/outlets. He has worked for Golden Arches Development Corporation as branch manager and for McDonald’s Egypt as Operations Consultant and for Makati Shangri-La as Assistant Manager for the coffee shop. Mr. Reducindo graduated in 1989 from the Far Eastern University with a degree in AB Communications.

Independent Directors

This year’s nominees for directors include two persons who qualify as independent directors. The President, Mr. Ferdinand B. Masi, nominated, Mr. Eugenio B. Reducindo, as a new Independent Director, while Mr. Giancarlo C. Ng nominated the incumbent Independent Director, Mr. Alejo L. Villanueva, Jr., for another term. Messrs. Masi and Reducindo and Messrs. Ng and Villanueva are not related by consanguinity or affinity up to the fourth civil degree. Neither are Messrs. Reducindo and Villanueva acting as representatives of the persons who nominated them. The Nomination Committee reviewed the qualifications of Messrs. Villanueva and Reducindo under the criteria defined by SEC in its Circular No. 16, series of 2002, and they do not possess any of the disqualifications enumerated under the law and in the Code of Corporate Governance (Their respective profiles are presented on the preceding pages). Having found them duly qualified, the Nomination Committee endorsed the nomination of Mr. Alejo L. Villanueva, Jr. and Mr. Eugenio B. Reducindo as candidates for Independent Directors for the ensuing year.

Disagreements with the Company

No director has resigned or declined to stand for re-election to the Board of Directors since the date of the last annual stockholders’ meeting because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Significant Employees

The Company does not have significant employees, i.e., persons who are not executive officers but expected to make significant contribution to the business.

Family Relationships

No director or executive officer is related to each other up to the fourth civil degree whether by consanguinity or affinity.

Involvement in Legal Proceedings

The Company has no knowledge of any of the following events that occurred during the past five (5) years up the date of this report that are material to an evaluation of the ability or integrity of any director, nominee for election as director, or executive officer:

1. Any bankruptcy petition filed by or against any business of a director, nominee for election as director, or executive officer who was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. Any director, nominee for election as director, or executive officer being convicted by final judgment in a criminal proceeding, domestic or foreign, or being subject in his personal capacity to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

3. Any director, nominee for election as director, or executive officer being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; and

4. Any director, nominee for election as director, or executive officer being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign exchange or other organized trading market or self-regulatory organization, to have violated a securities or commodities law or regulation, and the judgment has not been reversed, suspended, or vacated.

Certain Relationships and Related Transactions

Except for the material related party transactions described in the notes to the consolidated financial statements of the Company for the years 2014, 2013 and 2012 (please see elsewhere in here), there has been no material transaction during the last two years, nor is there any material transaction currently proposed, to which the Company was or is to be a party, in which any director or executive officer, any nominee for election as director, stockholder of more than ten percent (10%) of the Company’s voting shares, and any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any such director or officer or stockholder of more than ten percent (10%) of the Company’s voting shares had or is to have a direct or indirect material interest.

Compensation of Directors and Executive Officers

The principal executive officers of the Company are:

Name Position

Ferdinand B. Masi Chairman & President and Chief Executive Officer Evelyn G. Cacho Treasurer Rolando D. Siatela Corporate Secretary and Corporate Information Officer

Compensation of Directors and Executive Officer

No compensation was received by the above-named principal executive officers from the Company and neither will there be any compensation for the ensuing year. There are no arrangements in force pursuant to which the above-named officers or directors of the Company are compensated, or are to be compensated, directly or indirectly, for any services provided as such officer.

There are no standard arrangements pursuant to which directors or officers of the Company are compensated, or are to be compensated, directly or indirectly, for any services provided as a director, including any additional amounts payable for committee participation or special assignments, for the years 2012, 2013 and 2014 and for the ensuing year. There are no per diems granted to directors for attendance at meetings.

There are no other arrangements, including consulting contracts, pursuant to which any director of the Company was compensated, or is to be compensated, directly or indirectly, for the years 2012, 2013 and 2014 and for the ensuing year, for any service provided as a director.

Employment Contracts and Termination of Employment and Change-in-Control Arrangement

No employment contracts, termination of employment, or change in control arrangements, were effected for the applicable fiscal year.

Warrants and Options Outstanding

No warrants or stock options are held by the Company’s CEO, its named executive officers or directors for years 2012, 2013 and 2014 nor are there plans for extending warrants or options for the ensuing year.

Independent Public Accountants

The Board of Directors of the Company, in consultation with the Audit Committee composed of Alejo L. Villanueva, Jr., as Chairman and Evelyn G. Cacho and Amelia A. Austria as members, will recommend to the stockholders the engagement of Punongbayan & Araullo as external auditors of the Company for 2015.

The selection of external auditors is made on the basis of credibility, professional reputation, accreditation with the Securities and Exchange Commission, and affiliation with a reputable foreign partner. The professional fees of the external auditors are approved by the Company after approval by the stockholders of the engagement and prior to the commencement of each audit season.

In compliance with SEC Memorandum Circular No. 8, Series of 2003, which was subsequently incorporated in SRC Rule 68, paragraph 3(b)(iv), and the Company’s Manual of Corporate Governance, which require that the Company’s external auditor be rotated or the handling partner changed every five (5) years or earlier, Mr. Nelson J. Dinio of Punongbayan and Araullo was designated as handling partner for the audit of the financial statements of the Company for the year ending 31 December 2014. Punongbayan & Araullo was also the auditor of the Company for 2013 and 2012. There are no disagreements with auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to their satisfaction, would have caused the auditors to make reference thereto in their reports on the financial statements of the Company and its subsidiary.

Representatives of Punongbayan & Araullo are expected to be present at the Meeting. They 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.

External audit fees and services

The fees billed by P&A for each of the last two financial years totaled Php750,000 in 2014, Php725,000 in 2013, and Php696,000 in 2012 in fees for professional services rendered for the audit of the Company’s annual financial statements and services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements for 2014, 2013 and 2012.

There were no separate tax fees billed and no other products and services provided by P&A for the last two fiscal years.

All the above services have been approved by the Company, upon recommendation of the Audit Committee of the Board of Directors composed of Alejo L. Villanueva, Jr. as Chairman and Evelyn G. Cacho and Amelia A. Austria as members.

Changes in and disagreements with accountants on accounting and financial disclosure

P&A, as principal auditors, issued an unqualified opinion on the consolidated financial statements. As such, there had been no disagreements with them on any accounting principles or practices, financial disclosures, and auditing scope or procedure.

Financial Information

Financial Statements of the Company as of 31 December 2012, 2013, and 2014, the Interim Financial Statements of the Company as of 30 June 2015, and the Management’s Discussion and Analysis of Results of Operations and Financial Condition for the corresponding periods are contained in the Company’s Annual Report to Stockholders and are incorporated herein by reference.

OTHER MATTERS

Action with Respect to Reports

The Minutes of the Annual Meeting of Stockholders held on 18 November 20144 will be submitted to the stockholders for approval. The Minutes will refer to the adoption of stockholder’s resolutions pertaining to the following: approval of minutes of the previous annual meeting, appointment of external auditors, ratification of acts and resolutions of the Board of Directors, Board Committees and Management and election of Directors.

The approval or disapproval of the Minutes will constitute merely an approval or disapproval of the correctness of the minutes but will not constitute an approval or disapproval of the matters referred to in the Minutes.

Other Proposed Action

The stockholders will be asked to ratify all resolutions of the Board of Directors and Board Committees, and acts of Management adopted during the period up to the date of this Meeting. These include, among others, approval of financial statements, notices of annual stockholders’ meetings, organization of board committees and election of Board of Directors, approval of the term of pre- emptive rights offer, authority to transact with PAG-IBIG Home Development Mutual Fund, and opening of bank accounts.

4 A copy of the Minutes of the Annual Meeting of Stockholders held on 18 November 2014 is attached hereto. Voting Procedures

Vote Required

In the election of directors, the seven (7) nominees garnering the highest number of votes will be elected as members of the board of directors, provided that there shall always be elected at least two (2) independent directors in the Company’s board of directors.

For all other matters proposed to be acted upon, the vote of a majority of the outstanding capital stock will be required for approval.

Method of Counting of Votes

Each holder of common share will be entitled to one (1) vote with respect to all matters to be taken up during the Meeting; provided , that in the election of directors , each stockholder may vote such number of shares for as many persons as there are directors to be elected or may cumulate said shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many nominees as he shall see fit; provided further, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected .

There will be seven (7) persons to be elected to the Company's board of directors, including at least two (2) independent directors. In the event that the number of nominees to the board of directors exceeds the number of board seats, voting shall be done by ballot. However, if the number of nominees to the board of directors does not exceed the number of board seats, voting will be done by a show of hands. Election inspectors duly appointed during the meeting shall be responsible for counting the number of votes, subject to validation by representatives of Punongbayan & Araullo, the Company's external auditors.

The Company shall provide, without charge, to each stockholder a copy of its annual report on SEC Form 17-A, upon written request addressed to Suntrust Home Developers, Inc., Attention: Mr. Rolando D. Siatela, Corporateh Secretary, 6th Floor, The World Centre, 330 Sen. Gil Puyat Avenue, Makati City.

MANAGEMENT REPORT AS REQUIRED BY SRC RULE 20 INCLUDING FINANCIAL INFORMATION FOR FIRST HALF OF 2015

Business

Business Development

OVERVIEW

Suntrust Home Developers, Inc. (the “Company”) was incorporated under Philippine laws and registered with the SEC on 18 January 1956 under the name Ramie Textiles, Inc. It was originally authorized to engage in the manufacture and sale of all types of ramie products. The Company’s corporate life was extended for another 50 years starting January 18, 2006. The Company has since amended its Articles of Incorporation as it sought to identify investment opportunities that will yield attractive returns. It is presently engaged in the business of a holding company with investments in stocks and other property. The Company owns 100% of the outstanding shares of stock of First Oceanic Property Management, Inc. (“FOPMI”), the Company’s only subsidiary, which is engaged in the management of real estate properties consisting of residential and office condominiums and private estates. Some of the properties managed by FOPMI include Cambridge Village in Cainta, Eastwood One Central Park and Grand Eastwood Palazzo in Eastwood City, Salcedo Park and The World Centre in Makati, Two World Square and Three World Square in Taguig City. FOPMI also holds 100% of the outstanding shares of stock of CityLink Coach Services, Inc. (CityLink), a domestic company engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by means of coaches, buses, coasters, jeeps, cars and other similar means of transport. It plies routes from Eastwood City, in Libis, Quezon City to Newport City, in Villamor Air Base, Pasay via C-5 Road, making it the first bus service to traverse along the said road. It also offers shuttle for hire services to Megaworld and some of its affiliates and related companies.

Megaworld Corporation, also a publicly listed company in the Philippines, is a substantial shareholder of the Company with 42.48% ownership interest. In 1999, PhP1,200,000,000.00 worth of shares out of the increase in authorized capital stock of the Company were issued to Megaworld in exchange for a parcel of land with improvements with a total area of 7,255.30 square meters located at M.H. del Pilar corner Pedro Gil St., Malate, Manila and with a fair market value of One Billion Two Hundred Million Pesos (PhP1,200,000,000.00). In 2002, Megaworld subscribed to PhP250,000,000 worth of shares out of a PhP1 Billion increase in authorized capital stock of the Company, out of which PhP62,500,000 has been actually paid-up in cash. However, from the years 2000 up to 2003, Megaworld disposed its shares in a series of transactions resulting in its present ownership of 42.48%.

The registered office of the Company, which is also its principal place of business, is located at the 6th Floor, The World Centre, 330 Sen. Gil Puyat Avenue, Makati City.

HISTORY

On 18 January 1956, the Company, then known as Ramie Textiles, Inc. was incorporated to engage in the business of manufacture and sale of all types of ramie products. On 11 February 1959 the Company was listed in The Philippine Stock Exchange, Inc.

On 10 June 1994, the SEC approved the Amendment to the Articles of Incorporation of the Company changing the name from Ramie Textiles Inc. to Gaming Interest and Franchise Technologies, Inc. and its secondary purpose, and including a provision denying pre-emptive rights to existing stockholders for any future issue of shares. Upon its conversion to a holding company, the Company sought to identify investment opportunities which will yield attractive returns.

On 10 April 1995, the Company’s name was changed from Gaming Interest and Franchise Technologies, Inc. to Greater Asia Resources Corporation. Subsequently, the Company acquired two (2) parcels of land situated in Tagaytay City with an approximate total area of 510,479 square meters in exchange for 250,000 shares out of its unissued capital stock.

On 11 August 1998, the SEC approved the Amended AOI of the Company changing the name from Greater Asia Resources Corporation to BW Resource Corporation (BWRC). The primary purpose of BWRC is to acquire interests in tourism or leisure-related enterprises, projects, or ventures.

On 17 August 1999, the SEC approved an increase in authorized capital stock of the Company from PhP450,000,000.00 divided into 450,000,000 shares to PhP2,000,000,000.00 divided into 2,000,000,000 shares with a par value of One Peso (1.00) per share. Out of the increase in authorized capital stock, One Billion Two Hundred Million Pesos (PhP1,200,000,000.00) worth of shares were issued to Megaworld Corporation (Megaworld) in exchange for a parcel of land with improvements with a total area of 7,255.30 square meters located at M.H. del Pilar corner Pedro Gil St., Malate Manila and with a fair market value of One Billion Two Hundred Million Pesos (PhP1,200,000,000.00). With the entry of Megaworld, the SEC, on October 3, 2000, approved the change in name from BWRC to Fairmont Holdings, Inc.

On 02 March 2001, Emerging Market Assets Limited, a global investment company based in Hong Kong, subscribed to 350,000,000 shares of stock of the Company at par value of One Peso (Php1.00) per share.

On 29 June 2002, the Board of Directors of the Company approved the change of the Company’s name from Fairmont Holdings, Inc. to Suntrust Home Developers, Inc. The change of the Company’s name was ratified by the stockholders on November 11, 2005 and was approved by the SEC, on 10 May 2006. The change in name came hand in hand with a change in the Company’s primary purpose or nature of business, from a holding company to a real estate company authorized to engage in real estate development, mass community housing, townhouses and rowhouses development, residential subdivision and other massive horizontal land development. The change in the nature of business of the Company was prompted by the perception that being a holding company no longer appeared to be viable, at least in the next few years. On the same date, the Board likewise approved a PhP1 Billion increase in the Company’s authorized capital stock from PhP2,000,000,000 to PhP3,000,000,000 for the purpose of enabling the Company to finance any acquisitions or projects that it may undertake in the future in line with its new corporate purpose. Out of the PhP1 Billion increase, PhP250,000,000 has been actually subscribed while PhP62,500,000 has been actually paid-up in cash by Megaworld Corporation, an existing stockholder of the Company.

Sometime in July 2002, the Company acquired from an affiliate, Empire East Land Holdings, Inc. (EELHI), all of the latter’s shareholdings in Empire East Properties, Inc. (“EEPI”). As a result, consolidated financial statements were presented in the third quarter of 2002 and onwards. Prior to such acquisition, EEPI was a wholly-owned subsidiary of EELHI engaged in the development of socialized or low-cost housing projects. In March 2004, the Company’s percentage of ownership in EEPI was reduced from 100% to 60% upon the subscription by EELHI to additional shares of stock of EEPI. On 8 July 2008, EEPI changed its name to Suntrust Properties, Inc. (“SPI”) and increased its authorized capital stock, with EELHI subscribing to such increase. As a result, the Company’s ownership interest in SPI decreased from 60% to 20% and the Company’s control over SPI ceased and, as such, SPI was no longer a subsidiary but was considered an associate of the Company. In June 2013, the Company has sold all its remaining shares in SPI.

On 30 August 2005, the Board of Directors of the Company approved the decrease in the number of members of the Board of Directors from eleven to seven directors and the extension of its corporate term for another fifty (50) years from 18 January 2006. These changes to the Articles of Incorporation were ratified by the stockholders of the Company on 11 November 2005 and were approved by the SEC on 10 May 2006.

In September 2011, the Company acquired 100% of the outstanding shares of stock of First Oceanic Property Management, Inc. (FOPMI). Consequently, FOPMI became the Company’s wholly owned subsidiary and its financial statements were consolidated with the Company’s financial statements starting 2011.

FOPMI was incorporated and registered with the Philippine Securities and Exchange Commission on January 31, 1990. FOPMI is engaged primarily in the management of real estate properties consisting of residential and office condominiums and private estates. FOPMI’s services are covered by management contracts covering the different properties it manages and these contracts assure it of relatively fixed monthly revenues in the form of administrative/management fees. The acquisition of FOPMI was intended to create a new revenue stream for the Company which would complement its existing investments in real estate. FOPMI also holds 100% of the outstanding shares of stock of CityLink Coach Services, Inc. (CityLink), which was incorporated and registered with the Philippine Securities and Exchange Commission on November 7, 2006. CityLink is a domestic company engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by means of coaches, buses, coasters, jeeps, cars and other similar means of transport.

BUSINESS

The Company currently does not have any business operations and is not offering any product or service. The Company intends to eventually engage in real estate development and is currently considering several properties for acquisition. The proceeds of the rights offer will be used primarily to finance the acquisition of properties. However, it cannot identify the type of properties and the nature of real estate development as of this time.

FOPMI, is engaged in property management of residential and office buildings and private estates. FOPMI is engaged in property management and provides vital real estate management services for several residential and office condominium buildings and private estates in Metro Manila. These include basic administrative, housekeeping and security services, and special services such as facilities and equipment management, audit and technical support services, finance and account management, and procurement services. FOPMI’s revenue is primarily generated from management fees it charges in connection with its property management services.

FOPMI is very competitive and is determined to perform as the best by assigning dedicated teams to manage over property/building. On-site Property Administrator, Property Engineer and Administrative Assistant/s are assigned to look after each individual property. A pool of experienced professionals – architects, engineers, accountants and other personnel with varying expertise – provides back-up support and services for its individual clients and customer.

CityLink is engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by means of coaches, buses, coasters, jeeps, cars and other similar means of transport.

The Company or FOPMI is not dependent upon a single or a few customers. No single customer accounts for 20% or more of FOPMI’s sales.

In the normal course of business, the Company has entered into transactions with related parties, consisting mainly of advances from related parties for working capital purposes and for the settlement of certain liabilities. For more information, please see Note [17] to the Audited Financial Statements for the year 2014]. Except for these, there has been no material transaction during the last two years, nor is there any material transaction currently proposed, to which the Company was or is to be a party, in which any director or executive officer, any nominee for election as director, stockholder of more than ten percent (10%) of the Company’s voting shares, and any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any such director or officer or stockholder of more than ten percent (10%) of the Company’s voting shares had or is to have a direct or indirect material interest.

The Company does not hold any patent, trademark, copyright, license, franchise, concession or royalty agreement upon which their operations are dependent.

Management Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Review of June 30, 2015 versus June 30, 2014

The Group's total revenues exhibited an increase of Php26.52 million or 18.43% from Php143.90 million in 2014 to Php170.42 million in 2015 of the same period. Total revenues mostly came from management fees, service income and rental income.

Costs and expenses exhibited an increase of Php19.63 million or 14.24% from Php137.87 million in 2014 to Php157.50 million in 2015. Increase in costs and expenses were mainly due to cost of services, operating and tax expenses.

The Group’s net profit showed an increase of Php6.89 million or 114.30% from Php6.03 million in 2014 to Php12.92 million in 2015.

FINANCIAL CONDITION

As of June 30, 2015 and December 31, 2014

The Group’s total resources amounted to Php536.33 million in 2015 from Php491.41 million in 2014. The Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities as well as its cash outflows due in a day-to-day business.

Current assets increased by Php48.92 million or 12.88% from Php379.80 million in 2014 to Php428.72 million in 2015. Cash and cash equivalents increased by Php26.15 million or 11.34% from Php230.66 million in 2014 to Php256.81 million in 2015. Due from related parties increased by Php0.82 million or 1.78% from Php46.27 million in 2014 to Php47.09 million in 2015.

Non-current assets decreased by Php4.00 million or 3.58% from Php111.61 million in 2014 to Php107.61 million in 2015. Investment property decreased by Php0.62 million from Php29.75 million in 2014 to Php29.13 million in 2015. Property and equipment decreased by Php2.64 million or 11.43% from Php23.09 million in 2014 to Php20.45 million in 2015.

Trade and other receivables increased by Php18.22 million or 18.83% from Php96.74 million in 2014 to Php114.96 million in 2015. Other Assets increased by Php2.99 million or 22.83% from Php13.08 million in 2014 to Php16.07 million in 2015.

Current liabilities increased by Php20.00 million or 10.68% from Php187.16 million in 2014 to Php207.16 million in 2015. Trade and other payables exhibited an increase of Php27.28 million or 31.26% from Php87.25 million in 2014 to Php114.53 million in 2015. Due to related parties slightly decreased by Php0.17 million or 0.19% from Php90.70 million in 2014 to Php90.53 million in 2015. Income tax payable decreased by Php7.11 million or 77.20% from Php9.21 million in 2014 to Php2.10 million in 2015.

Retirement benefit obligation increased by Php12.00 million or 7.61% from Php157.69 million in 2014 to Php169.69 million in 2015.

Material Changes in Year 2015 Financial Statements Increase/Decrease of 5% or more versus December 31, 2014

Statements of Financial Position

11.34% increase cash and cash equivalents Due to timely collection of receivables as of current period

18.83% increase in trade and other receivables Due to additional revenues from management fees as of the current period

22.83% increase in other assets Due to increase in prepayments as of the current period

11.43% decrease in property and equipment – net Mainly due to depreciation for the current period

31.26% increase trade and other payables Due to increase in trade payable and accrued expenses as of the current period

77.20% decrease in income tax payable Due to payment of income tax payable for the previous period

7.61% increase in retirement benefit obligation Due to additional accrual of employee retirement benefits for the current period

Increase/Decrease of 5% or more versus June 30, 2014

Statements of Income

21.45% increase in management fees Due to additional properties managed by the subsidiary as well as the increase in management fee rate

30.66% decrease in service income Due to lower service income generated by the subsidiary

23.06% increase in rental income Due to higher rental income generated by the subsidiary

11.02% increase in cost of services Higher cost of services due to increase in properties managed by the subsidiary

9.90% increase in operating expenses Due to higher administrative and overhead expenses for the current period

22.29% increase in finance costs Due to higher interest expense on retirement benefit obligation

157.67% increase in tax expense Due to higher taxable income for the current period

KEY PERFORMANCE INDICATORS

Presented below are the top five (5) key performance indicators of the Group:

o Revenue Growth – The Group generated its revenue mostly from management fees, service income and rental income. The Group’s revenues showed an increase of Php26.52 million or 18.43% from Php143.90 million in 2014 to Php170.42 million in 2015. o Net Profit Growth – measures the percentage change in net profit over a designated period of time. The Group’s net profit increase by Php6.89 million or 114.30% from Php6.03 million in 2014 to Php12.92 million in 2015. o Increase in Cash and cash equivalents – Primarily attributable to collection of receivables and discreet control of finances observably enhanced the cash position. The Group’s cash and cash equivalents increased by Php26.15 million. o Increase in Trade and Other receivables – Total Trade and Other receivables increased by Php18.22 million or 18.83% from Php96.74 million in 2014 to Php114.96 million in 2015. Increase is due to continuous flows of revenues in the form of administrative fees and service income. o Increase in Total Assets – Total assets increased by Php44.92 million or 9.14% from Php491.41 million in 2014 to Php536.33 million in 2015.

There are no other significant changes in the Group's financial position (5% or more) and condition that will warrant a more detailed discussion. Further, there are no material events and uncertainties known to management that would impact or change reported financial information and condition on the Group.

There are no known trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in increasing or decreasing the Group's liquidity in any material way.

There are no other known events that will trigger direct or contingent financial obligation that is currently considered material to the Group, including any default or acceleration of an obligation.

The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make payments. The Group has no material commitments for capital expenditures.

The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows.

There are no other material issuances, repurchases or repayments of debt and equity securities.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the Group.

There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period.

There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years.

2014 vs. 2013

RESULTS OF OPERATIONS

Twelve months ended December 31, 2014 compared to Twelve months ended December 31, 2013

The Group's total revenues exhibited an increase of 24.38 million or 8.62% from 282.89 million in 2013 to 307.26 million in 2014 of the same period. Total revenues mostly came from management fees, service income and rental income.

Costs and expenses exhibited an increase of 15.13 million or 5.75% from 263.31 million in 2013 to 278.44 million in 2014. Increase in costs and expenses were mainly due to operating expenses and tax expense.

The Group’s net profit showed an increase of 9.24 million or 47.22% from 19.58 million in 2013 to28.82 million in 2014.

FINANCIAL CONDITION

As of December 31, 2014 and December 31, 2013

The Group’s total resources amounted to 491.41 million in 2014 from 400.88 million in 2013. The Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities as well as its cash outflows due in a day-to-day business.

Current assets increased by 81.06 million or 27.13% from 298.74 million in 2013 to 379.80 million in 2014. Cash and cash equivalents increased by 58.44 million or 33.93% from 172.23 million in 2013 to 230.66 million in 2014. Due from related parties increased by 9.62 million or 26.25% from 36.65 million in 2013 to 46.27 million in 2014.

Non-current assets increased by 9.46 million or 9.27% from 102.14 million in 2013 to 111.61 million in 2014. Investment property decreased by 1.24 million from 30.99 million in 2013 to 29.75 million in 2014. Property and equipment increased by 3.35 million or 16.98% from 19.74 million in 2013 to 23.09 million in 2014.

Trade and other receivables increased by 7.82 million or 8.79% from 88.92 million in 2013 to 96.74 million in 2014. Other Assets increased by 0.35 million or 2.79% from 12.72 million in 2013 to 13.08 million in 2014.

Current liabilities increased by 37.87 million or 25.37% from 149.29 million in 2013 to 187.16 million in 2014. Trade and other payables exhibited an increase of 15.43 million or 21.48% from 71.82 million in 2013 to 87.25 million in 2014. Due to related parties also increased by 13.39 million or 17.33% from 77.31 million in 2013 to 90.70 million in 2014. Income tax payable increased by 9.05 million or 5,640.81% from 0.16 million in 2013 to 9.21 million in 2014.

Retirement benefit obligation increased by 33.65 million or 27.13% from 124.04 million in 2013 to 157.69 million in 2014.

Material Changes in the Financial Statements Items: Increase/(Decrease) of 5% or more versus 2013

Statements of Financial Position

Cash and Cash Equivalents 33.93% Increase is due to timely collection of receivables as of the current period.

Due from Related Parties 26.25% Increase is due to additional advances to related parties of a subsidiary.

Trade and Other Receivables 8.79% Increase due to additional revenues from management fees for the current period.

Property and Equipment 16.98% Increase was mainly due to additional acquisition of equipment by the subsidiaries.

Deferred Tax Asset 30.74% Increase was mainly due to effects of taxable and deductible temporary differences.

Trade and Other Payables 21.48% Due to increase in accrued expenses as of the current period.

Due to Related Parties 17.33% Due to additional advances incurred by the subsidiaries.

Income Tax Payable 5,640.81% Increase is due to higher taxable income tax for the current period.

Retirement Benefit Obligation 27.13% Increase is due to additional accrual of retirement benefits for the current period.

Statements of Income

Management Fees 20.45% Increase due to additional properties managed by the subsidiary.

Service Income (5.89%) Decrease due to lower service income generated by the subsidiary.

Rental Income (6.86%) Decrease due to lower rental income generated by the subsidiary.

Finance Income 46.47% Increase due to higher interest income generated for the current period.

Gain on Sale of AFS (100.00%) Due to non-recurring gain on sale of the parent company’s investment in available-for-sale financial asset.

Operating Expenses 24.52% Increase due to higher administrative and overhead expenses for the current period.

Finance Cost 95.22% Increase due to higher interest expense incurred by the subsidiary.

Tax Expense 209.86% Increase due to higher taxable income for the current period.

KEY PERFORMANCE INDICATORS

Presented below are the top five (5) key performance indicators of the Group:

o Revenue Growth – The Group generated its revenue mostly from management fees, rental income and service income. The group’s revenues showed an increase of 24.38 million or 8.62% from 282.89 million to 307.26 million year-on-year. o Net Profit Growth – measures the percentage change in net profit over a designated period of time. The group’s net profit increase by 9.24 million or 47.22% from 19.58 million in 2013 to 28.82 million in 2014. o Increase in Cash and Cash Equivalents – Cash and cash equivalents increased by 58.44 million or 33.93% from 172.23 million in 2013 to 230.66 million in 2014. o Increase in Trade Receivables – Total trade receivables increased by 7.82 million from 88.92 million in 2013 to 96.74 million in 2014. Increase is due continuous flows of revenues in the form of administrative fees. o Increase in Total Assets – Total assets increased by 90.53 million or 22.58% from 400.88 million in 2013 to 491.41 million in 2014.

There are no other known events that will trigger direct or contingent financial obligation that is currently considered material to the Group, including any default or acceleration of an obligation.

The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows.

There are no other material issuances, repurchases or repayments of debt and equity securities.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the group.

There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period.

There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years.

2013 vs. 2012

RESULTS OF OPERATIONS

Twelve months ended December 31, 2013 compared to Twelve months ended December 31, 2012

The Group's total revenues exhibited an increase of 73.85 million or 35.33% from 209.04 million in 2012 to 282.89 million in 2013 of the same period. Total revenues mostly came from management fees, service income, rental income and non-recurring gain on sale of available-for-sale- financial asset.

Costs and expenses exhibited an increase of 60.57 million or 29.88% from 202.74 million in 2012 to263.31 million in 2013. Increase in cost and expenses were mainly due to cost of services and operating expenses.

The Group’s net profit showed an increase of 13.28 million or 210.86% from 6.30 million in 2012 to19.58 million in 2013.

FINANCIAL CONDITION

As of December 31, 2013 and December 31, 2012

The Group’s total resources amounted to 400.88 million in 2013 from 364.84 million in 2012. The Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities as well as its cash outflows due in a day-to-day business.

Current assets increased by 122.38 million or 69.39% from 176.36 million in 2012 to 298.74 million in 2013. Cash and cash equivalents increased by 111.69 million or 184.51% from 60.54 million in 2012 to 172.23 million in 2013 due to proceeds from the sale of the parent company’s investment in available-for-sale financial asset. Due from related parties increased by 8.10 million or 28.37% from 28.55 million in 2012 to 36.65 million in 2013.

Non-current assets decreased by 86.34 million or 45.81% from 188.48 million in 2012 to 102.14 million in 2013 mostly due to sale of available-for-sale financial asset which resulted to its decreased by 97.18 million or 100%. Investment property decreased by 1.24 million from 32.22 million in 2012 to 30.99 million in 2013. Property and equipment increased by 8.53 million or 76.03% from 11.21 million in 2012 to 19.74 million in 2013.

Trade and other receivables increased by 3.19 million or 3.72% from 85.73 million in 2012 to 88.92 million in 2013. Other Assets increased by 1.35 million or 11.84% from 11.38 million in 2012 to 12.72 million in 2013.

Current liabilities decreased by 11.69 million or 7.26% from 160.98 million in 2012 to 149.29 million in 2013. Trade and other payables exhibited an increase of 8.71 million or 13.79% from 63.12 million in 2012 to 71.82 million in 2013. Due to related parties decreased by 17.23 million or 18.22% from 94.53 million in 2012 to 77.31 million in 2013. Income tax payable decreased by 3.17 million or 95.18% from 3.33 million in 2012 to 0.16 million in 2013.

Retirement benefit obligation increased by 5.35 million or 4.51% from 118.69 million in 2012 to 124.04 million in 2013.

Material Changes in the Financial Statements Items: Increase/(Decrease) of 5% or more versus 2012

Statements of Financial Position

Cash and Cash Equivalents 184.51% Increase is due to proceeds from sale of the parent company’s investment in available-for-sale financial asset.

Due from Related Parties 28.37% Increase is due to additional advances to related parties.

Other Assets 11.84% Due to increase in security deposits as of the current period.

Available for Sale Financial Asset (100.00%) Due to sale of the parent company’s investment in available-for-sale financial asset.

Property and Equipment 76.03% Increase was mainly due to additional acquisition of equipment by the subsidiaries.

Trade and Other Payables 13.79% Due to increase in accrued expenses as of the current period.

Due to Related Parties (18.22%) Due to payment of advances by the parent company.

Income Tax Payable (95.18%) Decrease is due to higher prepaid taxes offset with gross income tax for the current period.

Statements of Income

Management Fees 28.21% Increase due to additional properties managed by the subsidiary. Gain on Sale of AFS 100% Due to non-recurring gain on sale of the parent company’s investment in available-for-sale financial asset.

Service Income 30.62% Increase due to higher service income generated by the subsidiary.

Rental Income 11.74% Increase due to higher rental income generated by the subsidiary.

Finance Income (28.32%) Decrease due to lower interest income generated by the subsidiary.

Cost of Services 25.71% Higher cost of services due to increase in properties managed by the subsidiary.

Operating Expenses 85.25% Increase due to higher administrative and overhead expenses for the current period.

Finance Cost (18.58%) Decrease due to lower interest expense incurred by the subsidiary. Tax Expense 101.08% Increase due to higher taxable income for the current period.

KEY PERFORMANCE INDICATORS

Presented below are the top five (5) key performance indicators of the Group:

o Revenue Growth – The Group generated its revenue mostly from management fees, rental income, service income and non-recurring gain from sale of available-for-sale financial asset. The group’s revenues showed an increase of 73.85 million or 35.33% from 209.04 million to 282.89 million year-on-year. o Net Profit Growth – measures the percentage change in net profit over a designated period of time. The group’s net profit increase by 13.28 million or 210.86% from 6.30 million in 2012 to 19.58 million in 2013. o Increase in Cash and Cash Equivalents – Cash and cash equivalents increased by 111.69 million or 184.51% from 60.54 million in 2012 to 172.23 million in 2013. o Increase in Total Assets – Total assets increased by 36.04 million or 9.88% from 364.84 million in 2012 to 400.88 million in 2013. o Decrease in Current Liabilities – Total current liabilities decreased by 11.69 million or 7.26% from 160.98 million in 2012 to 149.29 million in 2013.

There are no other known events that will trigger direct or contingent financial obligation that is currently considered material to the Group, including any default or acceleration of an obligation.

The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows.

There are no other material issuances, repurchases or repayments of debt and equity securities.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the group.

There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period.

There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years.

2012 vs. 2011

RESULTS OF OPERATION

Twelve months ended December 31, 2012 compared to Twelve months ended December 31, 2011

The Group's total revenues exhibited an increase of 32.25 million or 18.25% from 176.78 million in 2011 to 209.04 million in 2012 of the same period. Total revenues mostly came from management fees, service income and rental income.

Cost and expenses exhibited an increase of 31.87 million or 18.65% from 170.87 million in 2011 to 202.74 million in 2012. Increase in cost and expenses were mainly due to cost of services.

The Group’s net profit as of December 31, 2012 amounted to 6.30 million while for the same period of 2011, net profit amounted to 0.81 million net of the 5.94 million non-recurring income from acquisition of a subsidiary, 5.49 million increase or 680.10%.

FINANCIAL CONDITION

As of December 31, 2012 and December 31, 2011

The Group’s total resources amounted to 364.84 million in 2012 from 346.57 million in 2011. The Group manages its liquidity needs by carefully monitoring scheduled payments for financial liabilities as well as its cash outflows due in a day-to-day business.

Current assets increased by 14.07 million or 8.67% from 162.29 million in 2011 to 176.36 million in 2012. Cash & cash equivalents increased by 15.83 million or 35.41% from 44.71 million in 2011 to 60.54 million in 2012. Due from related parties decreased by 4.30 million or 13.09% from 32.85 million in 2011 to 28.55 million in 2012.

Non-current assets increased from 172.18 million in 2011 to 172.38 million in 2012. Investment property decreased by 1.24 million or 3.70% from 33.46 million in 2011 to 32.22 million in 2012. Property & equipment decreased by 2.43 million or 17.83% from 13.65 million in 2011 to 11.21 million in 2012. Deferred Tax Assets increased by 5.97 million or 37.40% from 15.96 million in 2011 to 21.93 in 2012.

Trade & other receivables increased by 3.26 million or 3.96% from 82.47 million in 2011 to 85.73 million in 2012. Other Assets decreased by 2.82 million or 19.86% from 14.20 million in 2011 to 11.38 million in 2012.

Current liabilities decreased by 10.01 million or 5.85% from 170.98 million in 2011 to 160.98 million in 2012. Trade & other payables exhibited an increase of 8.73 million or 16.05% from 54.39 million in 2011 to 63.12 million in 2012. Due to Related Parties decreased by 20.50 million or 17.82% from 115.3 million in 2011 to 94.53 million in 2012. Income tax payable increased by 2.76 million or 483.23% from 570.32 thousand in 2011 to 3.33 million in 2012.

Non-current liabilities increased by 32.25 million or 37.30% from 86.44 million in 2011 to 118.69 million in 2012. Retirement benefit obligation increased by 33.24 million or 38.90% from 86.45 million in 2011 to 118.69 million in 2012.

Interest-bearing loans decreased by 1.98 million or 100% from 2011.

Material Changes in the Financial Statement Items: Increase/(Decrease) of 5% or more versus 2011

Statement of Financial Position

Cash & Cash Equivalents 35.41% Increase in cash is due to timely collection of receivables as of the current period.

Due from Related Parties (13.09%) Decrease is due to collection of advances from related parties.

Other Assets (19.86%) Due to decrease in prepayments as of the current period.

Property and Equipment (17.83%) Decrease was mainly due to depreciation for the current period.

Deferred Tax Assets 35.54% Pertains to tax effects of taxable and deductible temporary differences.

Interest-Bearing Loans (100.00%) Due to full settlement of loan obligation as of the current period.

Trade and Other Payables 16.05% Due to increase in accrued expenses as of the current period.

Due to Related Parties (17.82%) Decrease is due to payment of advances to related parties.

Income Tax Payable 483.23% Increase is due to higher taxable income for the current period.

Retirement Benefit Obligation 38.90% Due to additional accrual of employee retirement benefits for the current period.

Statement of Income

Management Fees 19.56% Increase due to additional properties managed by the subsidiary.

Service Income 118.81% Increase due to higher service income generated by the subsidiary.

Rental Income 8.90% Increase due to higher rental income generated by the subsidiary.

Finance Income 8.63% Increase due to higher interest rate.

Income from Acquisition of a Subsidiary (100.00%) Decrease due to effect of non-recurring income from acquisition of a subsidiary.

Equity Share in Net Earnings of an Associate (100.00%) Decrease due to discontinued recognition of equity share in net earnings which resulted from the decrease in ownership in an associate.

Cost of Services 23.88% Higher cost of services due to increase in properties managed by the subsidiary.

Operating Expenses (18.45%) Decrease due to lower administrative and overhead expenses for the current period.

Finance Cost 32.67% Increase due to higher interest expense on advances from a related party.

Tax Expense 25.75% Increase due to higher taxable income for the current period.

Other Expenses (29.54%) There was an impairment loss in intangible assets in 2011.

KEY PERFORMANCE INDICATORS

Presented below are the top five (5) key performance indicators of the Group:

o Revenue Growth – The Group generated its revenue mostly from management fees, rental income & service income. The group’s revenues showed an increase of 32.25 million or 18.25% from 176.78 million to 209.04 million of the same period. o Net Profit Growth – measures the percentage change in net profit over a designated period of time. The group’s net profit net of the 5.94 million non- recurring income from acquisition of a subsidiary recorded a 5.49 million or 680.10% increase from 0.81 million in 2011 to 6.30 million in 2012. o Increase in Cash and Cash Equivalents – cash and cash equivalents increased by 15.83 million or 35.41% from 44.71 million in 2011 to 60.54 million in 2012. This is attributable to timely collection of receivable. o Increase in Trade Receivables – Total trade receivables increased by 3.26 million from 82.47 million in 2011 to 85.73 million in 2012. Increase is due continuous flows of revenues in the form of administrative fees. o Decrease in Interest-bearing Loans – 100% decreased from 1.98 million due to full settlement of obligation. The Group retains commendable credit status.

There are no other known events that will trigger direct or contingent financial obligation that is currently considered material to the Group, including any default or acceleration of an obligation.

There are no material off-balance sheet transactions, arrangements, obligations, and other relationships of the Group with unconsolidated entities or other persons created during the reporting period. The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows.

There are no other material issuances, repurchases or repayments of debt and equity securities. There are no seasonal aspects that had a material effect on the financial condition or results of operations of the group.

There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period.

There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years.

Market Price of and Dividends on the Company’s Common

Shares Market Information

The Company’s common shares are traded on the Philippine Stock Exchange. The closing price of the said shares as of 28 August 2015 was 0.660. The trading prices of the said shares for each quarter within the last two years and subsequent interim period are set forth below:

Year First Quarter Second Quarter Third Quarter Fourth Quarter 2013 High 0.66 1.00 2.40 1.33 Low 0.54 0.58 0.57 0.87 2014 High 1.15 1.96 1.47 1.62 Low 0.54 0.58 0.57 0.87 2015 High 1.27 1.10 Low 1.00 0.81

Shareholders

There are 1,608 holders of the Company’s 2,250,000,000 outstanding shares of common stock. Below is a list of the top twenty holders of the Company’s shares of common stock as of 31 August 2015.

Rank Name No. Of Shares Percentage Of Ownership 1. Megaworld Corporation 955,834,992 42.48% 2. PCD Nominee Corp. (Filipino) 721,851,922 32.08% 3. Emerging Market Assets Limited 235,000,000 10.44% 4. Stanley Ho Hung Sun 116,100,000 5.16% 5. First Centro. Inc. 102,987,000 4.58% 6. The Andresons Group, Inc. 89,460,000 3.98% 7. PCD Nominee Corp. (Non-Filipino) 13,761,465 0.61% 8. EBC PCI TA NO. 203-53106-5 17,000,000 0.76% 9. Lucio L. Co 4,082,563 0.18% 10. Genevieve Go 1,300,000 0.06% 11. PCCI Securities Brokers Corp. 1,000,000 0.04% 12. Romulo P. Ney 555,000 0.02% 13. Larcy Marichi Y. So &/Or Hanson G. So 601125 513,700 0.02% 14. Yap Sik Kieong 500,000 0.02% 15. Luciano H. Tan 450,000 0.02% 16. Pablo M. Silva 437,499 0.02% 17. Hanson G. So 400,000 0.02% 18. Jaime Dy &/Or Juliet Dy 399,000 0.02% 19. Francis L. Dy &/Or Ingred S. 385,500 0.02% 20. Peter Ty 357,000 0.02%

Dividends

The deficit of the Company and its cash position did not merit any declaration of dividends for the last two fiscal years.

The payment of dividends in the future will depend upon the Company's earnings, cash flow and financial condition, among other factors. The Company may declare dividends only out of its unrestricted retained earnings. These represent the net accumulated earnings of the Company, with its capital unimpaired, which are not appropriated for any other purpose.

The Company may pay dividends in cash, by the distribution of property, or by the issue of shares of stock. Dividends paid in cash are subject to the approval by the Board of Directors. Dividends paid in the form of additional shares are subject to approval by both the Board of Directors and at least two- thirds (2/3) of the outstanding capital stock of the shareholders at a shareholders' meeting called for such purpose.

The Corporation Code prohibits stock corporations from retaining surplus profits in excess of one hundred per cent (100%) of their paid-in capital stock, except when justified by definite corporate expansion projects or programs approved by the Board of Directors, or when the corporation is prohibited under any loan agreement with any financial institution or creditor from declaring dividends without its consent, and such consent has not yet been secured, or when it can be clearly shown that such retention is necessary under special circumstances obtaining in the corporation.

Recent Sales of Unregistered Securities

In the past three (3) years, the Company has not undertaken any sale of unregistered or exempt securities, or issued securities constituting an exempt transaction.

Compliance with Leading Practices on Corporate Governance

In 2002, the Company adopted a Manual on Corporate Governance in order to institutionalize the rules and principles of good corporate governance in the entire organization in accordance with the Code of Corporate Governance promulgated by SEC.

Audit Committee

The Company’s Audit Committee is responsible for ensuring that all financial reports comply with internal financial management and accounting standards, performing oversight financial management functions, pre-approving all audit plans, scope and frequency and performing direct interface functions with internal and external auditors. This Committee has three members, two of whom are independent directors. An independent director serves as the head of the committee.

Compensation and Remuneration Committee

The Company’s Compensation and Remuneration Committee is responsible for establishing a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, as well as providing oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Company’s culture, strategy and control environment. This Committee consists of three members, including at least one independent director.

Nomination Committee

The Company’s Nomination Committee pre-screens and shortlists all candidates nominated to become a member of the Board of Directors in accordance with qualifications prescribed by law and the Company’s Manual of Corporate Governance. This Committee has three voting members, including at least one independent director.

Evaluation System

The Company has designated a Compliance Officer who is tasked with monitoring compliance with the provisions of its Manual of Corporate Governance. The Compliance Officer, who is directly reporting to the Chairman of the Board, has established an evaluation system to measure or determine the level of compliance by the Company with its Manual. A Self-Rating System on Corporate Governance was implemented and submitted to SEC and PSE in July 2003.

Deviations from Manual and Sanctions Imposed

In 2014, the Company substantially complied with its Manual of Corporate Governance and did not materially deviate from its provisions. No sanctions have been imposed on any director, officer or employee on account of non-compliance.

Plan to Improve Corporate Governance

Pursuant to SEC Memorandum Circular No. 6, Series of 2009 and as amended by SEC Memorandum Circular No, 9, Series of 2014, the Company has revised its Manual of Corporate Governance to make its provision complaint with the Revised Code of Corporate Governance. Among the measures undertaken by the Company in order to fully comply with the provisions of the leading practices on good corporate governance adopted in its Manual on Corporate Governance are monitoring and evaluation of the internal control system for corporate governance. The Company likewise maintains an active website where its Annual Reports, Quarterly Reports, Financial Statements and other disclosures are uploaded for easy access and reference by the investing public. The Company is committed to good corporate governance and continues to improve and enhance the evaluation system for purposes of determining the level of compliance by the Company with its Manual on Corporate Governance.

In 2014, the directors of the Company were required to take a Corporate Governance Orientation course and are encouraged to undergo further training in corporate governance.

The Company likewise complies with its Manual on Corporate Governance requirement that it rotate its external auditor or change the handling partner every five (5) years or earlier.

UNDERTAKING

The Company undertakes to provide without charge to a stockholder a copy of the Annual Report on SEC Form 17-A upon written request address to ROLANDO D. SIATELA, Corporate Secretary and Information Officer, Suntrust Home Developers, Inc., 6th Floor, World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City.

QUARTERLY REPORT AS OF 30 JUNE 2015

EXHIBIT 1 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION JUNE 30, 2015 AND DECEMBER 31, 2014 (Amounts in Philippine Pesos)

Unaudited Audited June 30, 2015 December 31, 2014 A S S E T S

CURRENT ASSETS Cash and cash equivalents P 256,810,689 P 230,662,973 Trade and other receivables - net 111,389,540 93,170,852 Due from related parties - net 47,093,399 46,268,824 Other current assets 13,423,609 9,698,764

Total Current Assets 428,717,237 379,801,413

NON-CURRENT ASSETS Trade and other receivables 3,572,845 3,572,845 Investment property -net 29,125,945 29,745,646 Property and equipment - net 20,452,857 23,092,490 Deferred tax assets 51,817,246 51,817,246 Other non-current assets 2,641,473 3,380,284

Total Non-current Assets 107,610,366 111,608,511

TOTAL ASSETS P 536,327,603 P 491,409,924

LIABILITIES AND EQUITY

CURRENT LIABILITIES Trade and other payables P 114,529,898 P 87,254,280 Due to related parties - net 90,531,330 90,702,023 Income tax payable 2,099,059 9,207,485

Total Current Liabilities 207,160,287 187,163,788

NON-CURRENT LIABILITIES Retirement benefit obligation 169,688,710 157,688,710

TOTAL LIABILITIES 376,848,997 344,852,498

EQUITY 159,478,606 146,557,426

TOTAL LIABILITIES AND EQUITY P 536,327,603 P 491,409,924 EXHIBIT 2 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIOD ENDED JUNE 30, 2015 AND 2014 (Amounts in Philippine Pesos)

2015 Unaudited 2015 Unaudited 2014 Unaudited 2014 Unaudited Apr 1 - Jun 30 Jan 1 - Jun 30 Apr 1 - Jun 30 Jan 1 - Jun 30 REVENUES Management fees P 86,198,061 P 157,941,677 P 68,109,765 P 130,043,089 Service income 2,728,521 5,530,538 3,884,681 7,975,887 Rental income 2,578,712 4,910,460 2,003,486 3,990,216 Finance income 973,583 1,835,099 1,187,736 1,834,292 Others 20,000 200,330 13,013 52,033

92,498,877 170,418,104 75,198,681 143,895,517

COSTS AND EXPENSES Cost of services 71,122,016 130,353,939 59,443,867 117,411,972 Operating expenses 8,878,601 15,945,186 7,377,958 14,508,342 Finance costs 1,861,924 3,723,847 3,045,130 3,045,130 Tax expense 3,971,810 7,473,952 1,744,864 2,900,601

85,834,351 157,496,924 71,611,819 137,866,045

NET PROFIT P 6,664,526 P 12,921,180 P 3,586,862 P 6,029,472

Earnings per share Basic and Diluted P 0.0029 P 0.0057 P 0.0016 P 0.0027 EXHIBIT 3 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD ENDED JUNE 30, 2015 AND 2014 (Amounts in Philippine Pesos)

Unaudited Unaudited June 30, 2015 June 30, 2014

CAPITAL STOCK - P1 par value Authorized - 3 billion shares P 2,062,500,000 P 2,062,500,000

REVALUATION RESERVES ( 25,899,604 ) ( 16,082,036 )

DEFICIT Balance at beginning of year (1,890,042,970 ) ( 1,918,862,136 )

Net profit for the period 12,921,180 6,029,472

Balance at end of the period ( 1,877,121,790 ) ( 1,912,832,664 )

TOTAL EQUITY P 159,478,606 P 133,585,300 EXHIBIT 4 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30, 2015 AND 2014 (Amounts in Philippine Pesos)

Unaudited Unaudited June 30, 2015 June 30, 2014

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax P 20,395,132 P 8,930,073 Adjustments for: Depreciation and amortization 4,616,925 5,451,816 Finance income ( 1,835,099 ) ( 1,834,292 ) Finance costs 3,723,847 3,045,130 Operating profit before working capital changes 26,900,805 15,592,727 Increase in trade and other receivables ( 18,189,471 ) ( 4,580,215 ) Inccrease in other current assets ( 3,724,845 ) ( 7,106,184 ) Increase in trade and other payables 27,275,618 25,446,965 Increase in retirement benefit obligation 8,276,153 10,800,000 Cash generated from operations 40,538,260 40,153,293 Cash paid for taxes ( 14,582,378 ) ( 347,854 )

Net Cash From Operating Activities 25,955,882 39,805,439

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES 362,527 ( 1,872,880 )

CASH FLOWS USED IN FINANCING ACTIVITIES ( 170,693 ) ( 4,191,085 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 26,147,716 33,741,474

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 230,662,973 172,226,157

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD P 256,810,689 P 205,967,631 EXHIBIT 5

SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014 (UNAUDITED) (Amounts in Philippine Pesos)

1. CORPORATE INFORMATION

1.1 Company Background

Suntrust Home Developers, Inc. (the Company or Parent Company) was incorporated in the Philippines on January 18, 1956 to primarily engage in real estate development. The Parent Company’s corporate life was extended for another 50 years starting January 18, 2006. The Parent Company is presently engaged in leasing activity and is a publicly listed entity in the Philippines.

Megaworld Corporation (Megaworld), also a publicly listed company in the Philippines, is the major stockholder with 42.48% ownership interest in the Parent Company.

The registered office of the Parent Company, which is also its principal place of business, is located at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City.

The Parent Company’s administrative functions are being handled by Megaworld.

The consolidated financial statements have been prepared on a going concern basis since Megaworld commits to provide continuing financial support for its operating expenses until such time that the Parent Company is able to successfully re-start its commercial operations as a real estate developer.

1.2 Subsidiary, Associate, and their Operations

The Parent company holds 100% ownership interest in First Oceanic Property Management, Inc (FOPMI). FOPMI, which is incorporated in the Philippines, is engaged primarily in the management of real estate properties.

On the other hand, FOPMI holds 100% ownership interest in the shares of stock of Citylink Coach Services, Inc. (Citylink), a domestic company engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by means of coaches, buses, coasters, jeeps, cars and other similar means of transport.

The registered and principal place of business of FOPMI is located at 7th Floor Paseo Center, 8757 Paseo de Roxas corner Sedeño Street, Makati City. The registered and principal place of business of Citylink is located at G/F Parking Building, Service Road 2, McKinley Town Center, Bonifacio, Taguig City.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarized below. The policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of Preparation of Consolidated Financial Statements

These interim consolidated financial statements are for the six months ended June 30, 2015 and 2014. They have been prepared in accordance with Philippine Accounting Standards (PAS) 34, Interim Financial Reporting. They do not include all of the information and disclosures required in the annual audited consolidated financial statements and should be read in conjunction with the consolidated financial statements of the Group as of and for the year ended December 31, 2014.

The preparation of interim consolidated financial statements in accordance with Philippine Financial Reporting Standards (PFRS) requires management to make judgments, estimates and assumptions that effect the application of policies and reported amounts of assets and liabilities, income and expenses. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.

These interim consolidated financial statements are presented in Philippine pesos, the functional and presentation currency of the Parent Company and its subsidiaries, and all values represent absolute amounts except when otherwise indicated.

2.2 Adoption of New and Amended PFRS

These interim consolidated financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year ended December 31, 2014.

(a) Effective in 2015 that are Relevant to the Group

(i) PAS 19 (Amendment), Employee Benefits– Defined Benefit Plans – Employee Contributions (effective from July 1, 2014). The amendment clarifies that if the amount of the contributions from employees or third parties is dependent on the number of years of service, an entity shall attribute the contributions to periods of service using the same attribution method(i.e., either using the plan’s contribution formula or on a straight-line basis) for the gross benefit.

(ii) Annual Improvements to PFRS (2010-2012 Cycle) and PFRS (2011-2013 Cycle) effective for annual periods beginning on or after July 1, 2014, made minor amendments to a number of PFRS. Among those improvements, the following amendments are relevant to the Group but management does not expect those to have material impact on the Group’s consolidated financial statements:

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Annual Improvements to PFRS (2010-2012 Cycle)

PFRS 3 (Amendment), Business Combinations – Accounting for Contingent Consideration in a Business Combination. This amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity in accordance with PAS 32, Financial Instruments – Presentation. It also clarifies that all non-equity contingent consideration should be measured at fair value at the end of each reporting period, with changes in fair value recognized in profit or loss.

PFRS 3 (Amendment), Business Combinations – Scope Exceptions for Joint Ventures. It clarifies that PFRS 3 does not apply to the accounting for the formation of any joint arrangement under PFRS 11, Joint Arrangement, in the financial statements of the joint arrangement itself.

PFRS 8 (Amendment), Operating Segments – Aggregation of Operating Segments, and Reconciliation of the Total of the Reportable Segment’s Assets to the Entity’s Assets. This amendment requires disclosure of the judgments made by management in applying the aggregation criteria to operating segments. This includes a description of the segments which have been aggregated and the economic indicators which have been assessed in determining that the aggregated segments share similar economic characteristics. It further clarifies the requirement to disclose for the reconciliations of segment assets to the entity’s assets if that amount is regularly provided to the chief operating decision maker.

PAS 16 (Amendment), Property, Plant and Equipment and PAS 38 (Amendment), Intangible Assets. The amendments clarify that when an item of property, plant and equipment, and intangible assets is revalued, the gross carrying amount is adjusted in a manner that is consistent with a revaluation of the carrying amount of the asset.

PAS 24 (Amendment), Related Party Disclosures. The amendment clarifies that an entity providing key management services to a reporting entity is deemed to be a related party of the latter. It also clarifies that the information required to be disclosed in the financial statements are the amounts incurred by the reporting entity for key management personnel services that are provided by a separate management entity and not the amounts of compensation paid or payable by the management entity to its employees or directors.

PFRS 13 (Amendment), Fair Value Measurement. The amendment in the basis of conclusion of PFRS 13 clarifies that issuing PFRS 13 and amending certain provisions of PFRS 9 and PAS 39 related to discounting of financial instruments did not remove the ability to measure short-term receivables and payables with no stated interest rate on an undiscounted basis, when the effect of not discounting is immaterial.

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Annual Improvements to PFRS (2011-2013 Cycle)

PFRS 13 (Amendment), Fair Value Measurement. The amendment clarifies that the scope of the exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis (the portfolio exception) applies to all contracts within the scope of, and accounted for in accordance with, PAS 39 or PFRS 9, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in PAS 32.

PAS 40 (Amendment), Investment Property. The amendment clarifies the interrelationship of PFRS 3, Business Combinations, and PAS 40 in determining the classification of property as an investment property or owner-occupied property, and explicitly requires entity to use judgment in determining whether the acquisition of an investment property is an acquisition of an asset or a group of asset, or a business combination in reference to PFRS 3.

(b) Effective Subsequent to 2015 but not Adopted Early

There are new PFRS, amendments and annual improvements to existing standards effective for periods subsequent to 2015 which are adopted by the FRSC, subject to the approval of the BOA. Management will adopt the following relevant pronouncements in accordance with their transitional provisions, and, unless otherwise stated, none of these are expected to have significant impact on the Group’s consolidated financial statements:

(i) PAS 1 (Amendment), Presentation of Financial Statements – Disclosure Initiative (effective from January 1, 2016). The amendment encourages entities to apply professional judgment in presenting and disclosing information in the financial statements. Accordingly, it clarifies that materiality applies to the whole financial statements and an entity shall not reduce the understandability of the financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. Moreover, the amendment clarifies that an entity’s share of other comprehensive income of associates and joint ventures accounted for using equity method should be presented based on whether or not such other comprehensive income item will subsequently be reclassified to profit or loss. It further clarifies that in determining the order of presenting the notes and disclosures, an entity shall consider the understandability and comparability of the financial statements.

(ii) PAS 16 (Amendment), Property, Plant and Equipment and PAS 38 (Amendment), Intangible Assets – Clarification of Acceptable Methods of Depreciation and Amortization (effective from January 1, 2016). The amendment in PAS 16 clarifies that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. In addition, amendment to PAS 38 introduces a - 5 -

rebuttable presumption that an amortization method that is based on the revenue generated by an activity that includes the use of an intangible asset is not appropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of an intangible asset are highly correlated. The amendment also provides guidance that the expected future reductions in the selling price of an item that was produced using the asset could indicate an expectation of technological or commercial obsolescence of an asset, which may reflect a reduction of the future economic benefits embodied in the asset.

(iii) PAS 16 (Amendment), Property, Plant and Equipment and PAS 41 (Amendment), Agriculture – Bearer Plants (effective from January 1, 2016). The amendment defines a bearer plant as a living plant that is used in the production or supply of agricultural produce, is expected to bear produce for more than one period and has a remote likelihood of being sold as agricultural produce, except for incidental scrap sales. On this basis, bearer plant is now included within the scope of PAS 16 rather than PAS 41, allowing such assets to be accounted for as property, plant and equipment and to be measured after initial recognition at cost or revaluation basis in accordance with PAS 16. The amendment further clarifies that produce growing on bearer plants remains within the scope of PAS 41.

(iv) PAS 27 (Amendment), Separate Financial Statements – Equity Method in Separate Financial Statements (effective from January 1, 2016). This amendment introduces a third option which permits an entity to account for its investments in subsidiaries, joint ventures and associates under the equity method in its separate financial statements in addition to the current options of accounting those investments at cost or in accordance with PAS 39 or PFRS 9, Financial Instruments. As of the end of the reporting period, the Company has no plan to change the accounting policy for its investments in its subsidiaries.

(v) PAS 28 (Amendment), Investments in Associates and Joint Ventures – Investment Entities – Applying the Consolidation Exception (effective from January 1, 2016). This amendment addresses the concerns that have arisen in the context of applying the consolidation exception for investment entities. This amendment permits a non-investment entity investor, when applying the equity method of accounting for an associate or joint venture that is an investment entity, to retain the fair value measurement applier by that investment entity associate or joint venture to its interests in subsidiaries.

(vi) PFRS 10 (Amendment), Consolidated Financial Statements and PAS 28 (Amendment), Investments in Associates and Joint Ventures – Sale or Contribution of Assets between an Investor and its Associates or Joint Venture (effective from January 1, 2016). The amendment to PFRS 10 requires full recognition in the investor’s financial statements of gains or losses arising on the sale or contribution of assets that constitute a business as defined in PFRS 3, Business Combinations, between an investor and its associates or joint venture. Accordingly, the partial recognition of gains or losses (i.e., to the extent of the unrelated investor’s interests in an associate or joint venture) only applies to those sale or contribution of assets that do not constitute a business. Corresponding amendment has been made to PAS 28 to reflect these changes. In addition, PAS 28 has been amended to clarify that when - 6 -

determining whether assets that are sold or contributed constitute a business, an entity shall consider whether the sale or contribution of those assets is part of multiple arrangements that should be accounted for as a single transaction.

(vii) PFRS 10 (Amendment), Consolidated Financial Statements – Investment Entities Applying the Consolidation Exception (effective from January 1, 2016). This amendment confirms that the exemption from preparing consolidated financial statements continues to be available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures its interest in all its subsidiaries at fair value in accordance with PFRS 10. The amendment further clarifies that if an investment entity has a subsidiary that is not itself an investment entity and whose main purpose and activities are to provide services that are related to the investment activities of the investment entity parent, the latter shall consolidate that subsidiary.

(viii) PFRS 12 (Amendment), Disclosures of Interests in Other Entities–Investment Entities: Applying the Consolidation Exception (effective from January 1, 2016). The amendment clarifies that an investment entity that measures all its subsidiaries at fair value should provide the disclosures required by PFRS 12.

(ix) PFRS 9 (2014), Financial Instruments (effective from January 1, 2018). This new standard on financial instruments will eventually replace PAS 39 and PFRS 9 (2009, 2010 and 2013 versions). This standard contains, among others, the following:

three principal classification categories for financial assets based on the business model on how an entity is managing its financial instruments;

an expected loss model in determining impairment of all financial assets that are not measured at fair value through profit or loss (FVTPL), which generally depends on whether there has been a significant increase in credit risk since initial recognition of a financial asset; and,

a new model on hedge accounting that provides significant improvements principally by aligning hedge accounting more closely with the risk management activities undertaken by entities when hedging their financial and non-financial risk exposures.

In accordance with the financial asset classification principle of PFRS 9 (2014), a financial asset is classified and measured at amortized cost if the asset is held within a business model whose objective is to hold financial assets in order to collect the contractual cash flows that represent solely payments of principal and interest (SPPI) on the principal outstanding. Moreover, a financial asset is classified and subsequently measured at fair value through other comprehensive income if it meets the SPPI criterion and is held in a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets. All other financial assets are measured at FVTPL.

In addition, PFRS 9 (2014) allows entities to make an irrevocable election to present subsequent changes in the fair value of an equity instrument that is not held for trading in other comprehensive income. - 7 -

The accounting for embedded derivatives in host contracts that are financial assets is simplified by removing the requirement to consider whether or not they are closely related, and, in most arrangements, does not require separation from the host contract.

For liabilities, the standard retains most of the PAS 39 requirements which include amortized cost accounting for most financial liabilities, with bifurcation of embedded derivatives. The amendment also requires changes in the fair value of an entity’s own debt instruments caused by changes in its own credit quality to be recognized in other comprehensive income rather than in profit or loss.

The Group does not expect to implement and adopt PFRS 9 (2014) until its effective date. In addition, management is currently assessing the impact of PFRS 9 (2014) on the consolidated financial statements of the Group and it will conduct a comprehensive study of the potential impact of this standard prior to its mandatory adoption date to assess the impact of all changes.

(x) IFRS 15, Revenue from Contracts with Customers. This standard will replace PAS 18, Revenue, and PAS 11, Construction Contracts, the related Interpretations on revenue recognition: IFRIC 13, Customer Loyalty Programmes, IFRIC 15, Agreement for the Construction of Real Estate, IFRIC 18, Transfers of Assets from Customers and Standing Interpretations Committee 31, Revenue – Barter Transactions Involving Advertising Services, effective January 1, 2017. This new standard establishes a comprehensive framework for determining when to recognize revenue and how much revenue to recognize. The core principle in the said framework is for an entity to recognize revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard has not yet been adopted in the Philippines; however, management is currently assessing the impact of this standard on the Group’s consolidated financial statements in preparation for the adoption of this standard in the Philippines.

(xi) Annual Improvements to PFRS. Annual Improvements to PFRS (2012-2014 Cycle) effective for annual periods beginning on or after January 1, 2016, made minor amendments to a number of PFRS. Among those improvements, the following amendments are relevant to the Group but management does not expect those to have material impact on the Group’s consolidated financial statements:

Annual Improvements to PFRS (2012-2014 Cycle)

PFRS 7 (Amendment), Financial Instruments: Disclosures–Applicability of Amendments to PFRS 7 to Condensed Interim Financial Statements. This amendment clarifies that the additional disclosure required by the recent amendments to PFRS 7 related to offsetting financial assets and financial liabilities is not specifically required for all interim periods. However, the additional disclosure is required to be given in condensed interim financial statements that are prepared in accordance with PAS 34, Interim Financial Reporting, when its inclusion would be necessary in order to meet the general principles of PAS 34.

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PFRS 7 (Amendment), Financial Instruments – Disclosures. The amendment provides additional guidance to help entities identify the circumstances under which a contract to “service” financial assets is considered to be a continuing involvement in those assets for the purposes of applying the disclosure requirements of PFRS 7. Such circumstances commonly arise when, for example, the servicing is dependent on the amount or timing of cash flows collected from the transferred asset or when a fixed fee is not paid in full due to non-performance of that asset.

PAS 19 (Amendment), Employee Benefits. The amendment clarifies that the currency and term of the high quality corporate bonds which were used to determine the discount rate for post-employment benefit obligations shall be made consistent with the currency and estimated term of the post-employment benefit obligations.

PAS 34 (Amendment), Interim Financial Reporting–Disclosure of information “Elsewhere in the Interim Financial Report”. The amendment clarifies the meaning of disclosure of information “elsewhere in the interim financial report” and requires the inclusion of a cross-reference from the interim financial statements to the location of this referenced information. The amendment also specifies that this information must be available to users of the interim financial statements on the same terms as the interim financial statements and at the same time, otherwise the interim financial statements will be incomplete.

3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the Group’s consolidated financial statements prepared in accordance with PFRS require management to make judgments and estimates that affect amounts reported in the consolidated financial statements and related notes. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates.

3.1 Critical Management Judgments in Applying Accounting Policies

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

(a) Distinction between Investment Properties and Owner-managed Properties

The Group determines whether a property qualifies as investment property. In making its judgment, the entity considers whether the property generates cash flows largely independently of the other assets held by an entity. Owner-managed properties generate cash flows that are attributable not only to property but also to other assets used in the production or supply process.

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(b) Distinction between Operating and Finance Leases

The Group has entered into various lease agreements either as a lessor or as lessee. Critical judgment was exercised by management to distinguish each lease agreement as either an operating or finance lease by looking at the transfer or retention of significant risk and rewards of ownership of the properties covered by the agreements. Failure to make the right judgment will result in either overstatement or understatement of assets and liabilities.

Management has determined that the Group’s current lease agreements are operating leases.

3.2 Key Sources of Estimation Uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

(a) Estimating Useful Lives of Condominium Units (presented under Investment Property), Property and Equipment and Computer Software

The Group estimates the useful lives of property and equipment, condominium unitsand computer softwarebased on the period over which the assets are expected to be available for use. The estimated useful lives of these assets are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets.

(b) Impairment of Trade and Other Receivables

Adequate allowance is provided for specific and groups of accounts, where an objective evidence of impairment exists. The Group evaluates these accounts based on available facts and circumstances, including, but not limited to, the length of the Group’s relationship with the customers, customers’ credit status, average age of accounts, collection experience and historical loss experience. The methodology and assumptions used in estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. The methodology and assumptions used in estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience.

The Group reviews its deferred tax assets at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Based on management’s assessment, the group has assessed that the deferred tax assets recognized as at June 30, 2015 and December 31, 2014 will be fully utilized in the coming years.

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(d) Impairment of Non-financial Assets

In assessing impairment, management estimates the recoverable amount of each asset or a cash-generating unit based on expected future cash flows and uses an interest rate to calculate the present value of those cash flows. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Though management believes that the assumptions used in the estimation of fair 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 effect on the results of operations.

(e) Fair Value Measurement of Investment Property

The Group’s condominium units, classified as Investment Property, are carried at cost at the end of the reporting period. The fair value is determined by the Group using the discounted cash flows valuation technique since the information on current or recent prices of investment property is not available. The Group uses assumptions that are mainly based on market conditions existing at each reporting period, such as: the receipt of contractual rentals; expected future market rentals; void periods; maintenance requirements; and appropriate discount rates. These valuations are regularly compared to actual market yield data and actual transactions by the Group and those reported by the market. The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location and condition.

(f) Valuation of Post-employment Defined Benefit Obligation

The determination of the Group’s obligation and cost of post-employment defined benefit is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions include, among others, discount rates and salary increase rate. A significant change in any of these actuarial assumptions may generally affect the recognized expense, other comprehensive income or loss and the carrying amount of the post-employment benefit obligation in the next reporting period.

(g) Business Combination

On initial recognition, the assets and liabilities of the acquired business and the consideration paid for them are included in the consolidated financial statements at their fair values. In measuring fair value, management uses estimates of future cash flows and discount rates. Any subsequent change in these estimates would affect the amount of goodwill, if any, if the change qualifies as a measurement period adjustment. Any other change would be recognized in profit or loss in the subsequent period.

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4. SEGMENT REPORTING

4.1 Business Segments

The Group’s operating businesses are organized and managed separately according to the services provided, with each segment represent unit that offers different services and serves different markets. For management purposes, the Group is organized into two major business segments, namely property management and rental and other activities. These are also the basis of the Group in reporting to its strategic steering committee for its strategic decision-making activities.

(a) Property Management – is the operation, control of (usually on behalf of an owner) and oversight of commercial, industrial or residential real estate as used in its most broad terms. Management indicates a need to be cared for, monitored and accountability given for its usable life and condition.

(b) Rental and Others – consists of rental from leasing activity of Parent Company and transportation services of Citylink.

4.2 Segment Assets and Liabilities

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, net of allowances and due from related parties. Segment liabilities include all operating liabilities and consist principally of trade and other payables, due to related parties and retirement benefit obligation.

The following tables present revenue and profit information regarding industry segments for the six months ended June 30, 2015 and 2014 and certain asset and liability information regarding segments as at June 30, 2015 and 2014.

June 30, 2015 Property Rental and Management Others Total

Revenues: Management fees P 157,941,677 P - P 157,941,677 Service income - 5,530,538 5,530,538 Rental income - 4,910,460 4,910,460 Finance income 723,687 1,111,412 1,835,099 Others 189,330 11,000 200,330 Gross revenues 158,854,694 11,563,410 170,418,104 Expenses 133,153,099 13,146,026 146,299,125 Finance costs 3,723,847 - 3,723,847 Profit (loss) before tax 21,977,748 ( 1,582,616) 20,395,132 Tax expense 7,245,896 228,056 7,473,952

Net profit (loss) P 14,731,852 (P 1,810,672) P 12,921,180

Segment assets P 348,967,549 P 187,360,054 P 536,327,603

Segment liabilities P 312,468,880 P 64,380,117 P 376,848,997

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June 30, 2014 Property Rental and Management Others Total

Revenues: Management fees P 130,043,089 P - P 130,043,089 Service income - 7,975,887 7,975,887 Rental income - 3,990,216 3,990,216 Finance income 1,093,663 740,629 1,834,292 Others 35,700 16,333 52,033 Gross revenues 131,172,452 12,723,065 143,895,517 Expenses 118,887,931 13,032,383 131,920,314 Finance costs 3,045,130 - 3,045,130 Profit (loss) before tax 9,239,391 ( 309,318) 8,930,073 Tax expense 2,752,256 148,345 2,900,601

Net profit (loss) P 6,487,135 (P 457,663) P 6,029,472

Segment assets P 280,452,527 P 164,115,489 P 444,568,016

Segment liabilities P 259,424,088 P 51,558,628 P 310,982,716

5. EARNINGS PER SHARE

The basic and diluted EPS are computed as follows:

June 30, 2015 June 30, 2014 a

Net profit P 12,921,180 P 6,029,472 Divided by the weighted average number of outstanding shares 2,250,000,000 2,250,000,000

Basic and diluted earnings per share P 0.0057 P 0.0027

The Group has no potentially dilutive shares as of the end of each reporting period.

6. EQUITY

The details of this account for the six months ended June 30, 2015 and 2014 are as follows:

June 30, 2015 June 30, 2014 a

Capital Stock P 2,062,500,000 P 2,062,500,000 Revaluation reserves ( 25,899,604) ( 16,082,036) Deficit ( 1,877,121,790) ( 1,912,832,664)

P 159,478,606 P 133,585,300

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7. COMMITMENTS AND CONTINGENCIES

The Group has other commitments and contingencies that may arise in the normal course of the Group’s operations which have not been reflected in the consolidated financial statements. Management is of the opinion that losses, if any, from these other commitments will not have material effects on the Group’s consolidated financial statements.

8. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to a variety of financial risks in relation to financial instruments. The Group’s risk management is coordinated with the BOD and focuses on actively securing the Group’s short-to medium-term cash flows by minimizing the exposure to financial markets.

Exposure to interest rate, credit and liquidity risk arise in the ordinary course of the Group’s business activities. The main objective of the Group’s risk management is to identify, monitor, and minimize those risks and to provide cost with a degree of certainty.

The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The financial risks to which the Group is exposed to are described below.

8.1 Interest Rate Risk

As at June 30, 2015 and December 31, 2014, the Group is exposed to changes in market interest rates through its cash and cash equivalents which are subject to variable interest rates.

8.2 Credit Risk

Credit risk is the risk that a counterpart may fail to discharge an obligation to the Group. Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the consolidated statements of financial position under Cash and Cash Equivalents, Trade and Other Receivables (excluding advances to employees) and Due from Related Parties.

None of the Group’s financial assets are secured by collateral or other credit enhancements.

The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

8.3 Liquidity Risk

The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash outflows due in a day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a six months and one year period are identified monthly.

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The Group maintains cash to meet its liquidity requirements for up to 60-day periods. Excess cash are invested in time deposits. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.

9. CATEGORIES AND FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

9.1 Carrying Amounts and Fair Values

The carrying amounts and fair values of the categories of financial assets and financial liabilities presented in the consolidated statements of financial position are shown below.

June 30, 2015 (Unaudited) December 31, 2014 (Audited) Carrying Values Fair Values Carrying Values Fair Values

Financial Assets Loans and receivables: Cash and cash equivalents P 256,810,689 P 256,810,689 P 230,662,973 P 230,662,973 Trade and other receivables – net (excluding advances to employees) 112,822,467 112,822,467 93,926,266 93,926,266 Due from related parties – net 47,093,399 47,093,399 46,268,824 46,268,824

P 416,726,555 P 416,726,555 P 370,858,063 P 370,858,063

Financial Liabilities Financial liabilities at amortized cost: Trade and other payables P 110,674,108 P 110,674,108 P 78,344,402 P 78,344,402 Due to related parties – net 90,531,330 90,531,330 90,702,023 90,702,023

P 201,205,438 P 201,205,438 P 169,046,425 P 169,046,425

9.2 Fair Value Hierarchy

The Group uses the following hierarchy level in determining the fair values that will be disclosed for its financial instruments.

a.) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at the measurement date;

b.) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and,

c.) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The Group’s financial assets which are not measured at fair value in the consolidated statement of financial position but for which fair value is disclosed include cash and cash equivalents, which are categorized as Level 1, and trade and other receivables and due from related parties, which are categorized as Level 3. Financial liabilities which are not measured at fair value but for which fair value is disclosed pertain to trade and other payables and due to related parties which are categorized under Level 3.

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10. CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES

The Group’s capital management objectives are to:

Ensure the Group’s ability to continue as a going concern; and, Provide an adequate return to shareholders in the future.

The Group also monitors capital on the basis of the carrying amount of equity as presented on the consolidated statements of financial position. It sets the amount of capital in proportion to its overall financing structure, i.e., equity and financial liabilities. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. EXHIBIT 6

MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Review of June 30, 2015 versus June 30, 2014

The Group’s net profit showed an increase of Php6.89 million or 114.30% from Php6.03 million in 2014 to Php12.92 million in 2015.

FINANCIAL CONDITION

As of June 30, 2015 and December 31, 2014

Retirement benefit obligation increased by Php12.00 million or 7.61% from Php157.69 million in 2014 to Php169.69 million in 2015.

Material Changes in Year 2015 Financial Statements Increase/Decrease of 5% or more versus December 31, 2014

Statements of Financial Position

11.34% increase cash and cash equivalents Due to timely collection of receivables as of current period

18.83% increase in trade and other receivables Due to additional revenues from management fees as of the current period

22.83% increase in other assets Due to increase in prepayments as of the current period

11.43% decrease in property and equipment – net Mainly due to depreciation for the current period

31.26% increase trade and other payables Due to increase in trade payable and accrued expenses as of the current period

77.20% decrease in income tax payable Due to payment of income tax payable for the previous period

7.61% increase in retirement benefit obligation Due to additional accrual of employee retirement benefits for the current period

Increase/Decrease of 5% or more versus June 30, 2014

Statements of Income

21.45% increase in management fees Due to additional properties managed by the subsidiary as well as the increase in management fee rate

30.66% decrease in service income Due to lower service income generated by the subsidiary

23.06% increase in rental income Due to higher rental income generated by the subsidiary

11.02% increase in cost of services Higher cost of services due to increase in properties managed by the subsidiary

9.90% increase in operating expenses Due to higher administrative and overhead expenses for the current period

22.29% increase in finance costs Due to higher interest expense on retirement benefit obligation

157.67% increase in tax expense Due to higher taxable income for the current period

KEY PERFORMANCE INDICATORS

Presented below are the top five (5) key performance indicators of the Group: o Revenue Growth – The Group generated its revenue mostly from management fees, service income and rental income. The Group’s revenues showed an increase of Php26.52 million or 18.43% from Php143.90 million in 2014 to Php170.42 million in 2015. o Net Profit Growth – measures the percentage change in net profit over a designated period of time. The Group’s net profit increase by Php6.89 million or 114.30% from Php6.03 million in 2014 to Php12.92 million in 2015. o Increase in Cash and cash equivalents – Primarily attributable to collection of receivables and discreet control of finances observably enhanced the cash position. The Group’s cash and cash equivalents increased by Php26.15 million. o Increase in Trade and Other receivables – Total Trade and Other receivables increased by Php18.22 million or 18.83% from Php96.74 million in 2014 to Php114.96 million in 2015. Increase is due to continuous flows of revenues in the form of administrative fees and service income. o Increase in Total Assets – Total assets increased by Php44.92 million or 9.14% from Php491.41 million in 2014 to Php536.33 million in 2015.

There are no other known events that will trigger direct or contingent financial obligation that is currently considered material to the Group, including any default or acceleration of an obligation. The Group does not anticipate having any cash flow or liquidity problems. The Group is not in default or breach of any note, loan, lease or other indebtedness or financing arrangement requiring it to make payments. The Group has no material commitments for capital expenditures.

The Group has no unusual nature of transactions or events that affects assets, liabilities, equity, net income or cash flows.

There are no other material issuances, repurchases or repayments of debt and equity securities.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the Group.

There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the period.

There are no changes in estimates of amount reported in periods of the current financial year or changes in estimates of amounts reported in prior financial years. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES EXHIBIT 7 Aging of Accounts Receivable June 30, 2015

Past Due Accounts Current/ 7 Months to and Items in Type of Receivables Total Not Yet Due 1-3 Months 4-6 Months 1 Year 1-2 Years Litigation

Trade and Other Receivables 114,962,385 44,537,014 18,119,267 9,806,304 11,065,502 31,434,298 EXHIBIT 8 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARY SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS JUNE 30, 2015 AND DECEMBER 31, 2014

JUNE 30, 2015 DECEMBER 31, 2014 Current ratio 2.07 :1.00 2.03 :1.00 Quick ratio 1.24 :1.00 1.23 :1.00 Debt-to-equity ratio 2.36 :1.00 2.35 :1.00 Asset-to-equity ratio 3.36 :1.00 3.35 :1.00

JUNE 30, 2014 Return on assets 2.51% 1.43% Return on equity 8.10% 4.51%

LIQUIDITY RATIOS measure the business’ ability to pay short-term debt. Current ratio – computed as current assets divided by current liabilities Quick ratio – computed as cash and cash equivalents divided by current liabilities

SOLVENCY RATIOS measure the business’ ability to pay all debts, particularly long-term debt. Debt-to-equity ratio – computed as total debt divided by total stockholders’ equity.

ASSET-TO-EQUITY RATIOS measure financial leverage and long-term solvency. It shows how much of the assets are owned by the company. It is computed as total assets divided by total stockholders’ equity.

PROFITABILITY RATIOS Return on assets – net profit divided by average total assets. Return on equity – net profit divided by total stockholders' equity.

AUDITED FINANCIAL STATEMENT AS OF 31 DECEMBER 2014

SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2014 AND 2013 (Amounts in Philippine Pesos)

Notes 2014 2013

A S S E T S

CURRENT ASSETS Cash and cash equivalents 5 P 230,662,973 P 172,226,157 Trade and other receivables - net 6 93,170,852 82,398,715 Due from related parties - net 14 46,268,824 36,649,714 Other current assets 7 9,698,764 7,465,904

Total Current Assets 379,801,413 298,740,490

NON-CURRENT ASSETS Trade and other receivables 6 3,572,845 6,525,815 Investment property - net 9 29,745,646 30,985,048 Property and equipment - net 8 23,092,490 19,740,172 Deferred tax assets 13 51,817,246 39,634,765 Other non-current assets - net 7 3,380,284 5,258,497

Total Non-current Assets 111,608,511 102,144,297

TOTAL ASSETS P 491,409,924 P 400,884,787

LIABILITIES AND EQUITY

CURRENT LIABILITIES Trade and other payables 10 P 87,254,280 P 71,823,167 Due to related parties 14 90,702,023 77,307,502 Income tax payable 9,207,485 160,386

Total Current Liabilities 187,163,788 149,291,055

NON-CURRENT LIABILITY Retirement benefit obligation 12 157,688,710 124,037,904

Total Liabilities 344,852,498 273,328,959

EQUITY 16 146,557,426 127,555,828

TOTAL LIABILITIES AND EQUITY P 491,409,924 P 400,884,787

See Notes to Consolidated Financial Statements. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Amounts in Philippine Pesos)

Notes 2014 2013 2012

REVENUES Management fees 4 P 279,504,341 P 232,055,178 P 180,998,803 Service income 2 14,640,357 15,556,533 11,909,881 Rental income 17 8,722,669 9,364,826 8,380,582 Finance income 3,385,507 2,311,440 3,224,759 Gain on sale of available-for-sale financial asset 14 - 20,627,768 - Others 1,011,215 2,972,172 4,524,096

307,264,089 282,887,917 209,038,121

COSTS AND EXPENSES Cost of services 11 209,124,971 218,800,469 174,048,109 Operating expenses 11 40,939,847 32,879,410 18,022,816 Finance costs 6, 12 13,049,374 6,684,336 8,209,242 Tax expense 13 15,330,731 4,947,678 2,460,553

278,444,923 263,311,893 202,740,720

NET PROFIT P 28,819,166 P 19,576,024 P 6,297,401

Earnings Per Share - Basic and Diluted 15 P 0.013 P 0.009 P 0.003

See Notes to Consolidated Financial Statements. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Amounts in Philippine Pesos)

Notes 2014 2013 2012

NET PROFIT P 28,819,166 P 19,576,024 P 6,297,401

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss Remeasurements of retirement benefit obligation 12 ( 14,025,098 ) 32,571,479 ( 14,665,154 ) Tax income (expense) 13 4,207,530 ( 9,771,444 ) 4,399,546

( 9,817,568 ) 22,800,035 ( 10,265,608 )

TOTAL COMPREHENSIVE INCOME (LOSS) P 19,001,598 P 42,376,059 ( P 3,968,207 )

See Notes to Consolidated Financial Statements. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Amounts in Philippine Pesos)

Note 2014 2013 2012

CAPITAL STOCK - P1 par value 16 Authorized - 3 billion shares Issued and outstanding - 2 billion shares P 2,000,000,000 P 2,000,000,000 P 2,000,000,000

Subscribed capital - 250 million shares 250,000,000 250,000,000 250,000,000 Subscription receivable ( 187,500,000 ) ( 187,500,000 ) ( 187,500,000 )

62,500,000 62,500,000 62,500,000

2,062,500,000 2,062,500,000 2,062,500,000

REVALUATION RESERVES Balance at beginning of year ( 16,082,036 ) ( 38,882,071 ) ( 28,616,463 ) Other comprehensive income (loss) for the year ( 9,817,568 ) 22,800,035 ( 10,265,608 )

Balance at end of year ( 25,899,604 ) ( 16,082,036 ) ( 38,882,071 )

DEFICIT Balance at beginning of year ( 1,918,862,136 ) ( 1,938,438,160 ) ( 1,944,735,561 ) Net profit for the year 28,819,166 19,576,024 6,297,401

Balance at end of year ( 1,890,042,970 ) ( 1,918,862,136 ) ( 1,938,438,160 )

TOTAL EQUITY P 146,557,426 P 127,555,828 P 85,179,769

See Notes to Consolidated Financial Statements. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Amounts in Philippine Pesos)

Notes 2014 2013 2012

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax P 44,149,897 P 24,523,702 P 8,757,954 Adjustments for: Depreciation and amortization 11 12,966,563 10,093,754 9,756,269 Impairment of receivables 6 6,957,463 - - Interest expense 6,091,911 6,684,336 8,209,242 Interest income ( 3,385,507 ) ( 2,311,440 ) ( 3,224,759 ) Gain on sale of available-for-sale financial asset 14 - ( 20,627,768 ) - Operating profit before working capital changes 66,780,327 18,362,584 23,498,706 Increase in trade and other receivables ( 14,776,630 ) ( 3,192,647 ) ( 3,263,763 ) Decrease (increase) in other current assets ( 25,108,648 ) ( 12,091,772 ) 2,015,150 Increase in trade and other payables 24,638,598 8,704,331 8,726,925 Increase in retirement benefit obligation 13,533,797 31,240,154 13,234,791 Cash generated from operations 65,067,444 43,022,650 44,211,809 Cash paid for taxes ( 590,280 ) ( 6,792,075 ) ( 4,842,686 )

Net Cash From Operating Activities 64,477,164 36,230,575 39,369,123

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment 8 ( 15,909,143 ) ( 14,258,576 ) ( 4,737,426 ) Decrease in due from related parties 14 ( 9,619,110 ) ( 8,098,764 ) ( 13,647,708 ) Interest received 3,385,507 2,311,440 1,909,477 Proceeds from disposal of property and equipment 8 2,301,197 - - Decrease (increase) in other non-current assets 406,680 ( 5,075,655 ) ( 977,115 ) Proceeds from sale of available-for-sale financial assets 14 - 117,809,201 -

Net Cash From (Used in) Investing Activities ( 19,434,869 ) 92,687,646 ( 17,452,772 )

CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in due to related parties 13,394,521 ( 17,227,090 ) ( 3,963,321 ) Repayments of interest-bearing loans - - ( 1,984,972 ) Interest paid - - ( 138,720 )

Net Cash From (Used in) Financing Activities 13,394,521 ( 17,227,090 ) ( 6,087,013 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 58,436,816 111,691,131 15,829,338

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 172,226,157 60,535,026 44,705,688

CASH AND CASH EQUIVALENTS AT END OF YEAR P 230,662,973 P 172,226,157 P 60,535,026

Supplemental Information:

Non-cash transactions include the transfer of portion of advances to a related party by offsetting it against the portion of the advances from a related party in 2012 and decrease of the Group's ownership in Suntrust Properties, Inc. from 20% to 8% in 2012. These non-cash activities are not reflected in the statements of cash flows.

See Notes to Consolidated Financial Statements. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2014, 2013 AND 2012 (Amounts in Philippine Pesos)

1. CORPORATE INFORMATION

1.1 Company Background

Megaworld Corporation (Megaworld), also a publicly listed company in the Philippines, is the major stockholder with 42.48% ownership interest in the Parent Company.

The registered office of the Parent Company, which is also its principal place of business, is located at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City.

The Parent Company’s administrative functions are being handled by Megaworld.

1.2 Subsidiary, Associate, and their Operations

Prior to June 2013, the Parent Company held 8% ownership interest in Suntrust Properties, Inc. (SPI) which is presented as investment in available-for-sale (AFS) financial asset. In June 2013, the Parent Company’s remaining ownership interest in SPI was sold to Megaworld.

The Parent Company holds 100% ownership interest in First Oceanic Property Management, Inc. (FOPMI). FOPMI, which is incorporated in the Philippines, is engaged primarily in the management of real estate properties.

On the other hand, FOPMI holds 100% ownership interest in the shares of stock of Citylink Coach Services Inc. (Citylink), a domestic company engaged in overland transport, carriage, moving or haulage of passengers, fares, customers and commuters as well as freight, cargo, articles, items, parcels, commodities, goods or merchandise by means of coaches, buses, coasters, jeeps, cars and other similar means of transport.

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1.3 Approval of the Consolidated Financial Statements

The consolidated financial statements of Suntrust Home Developers, Inc. and Subsidiaries (the Group) for the year ended December 31, 2014 (including the comparatives of the Group’s consolidated financial statements for the years ended December 31, 2013 and 2012) were authorized for issue by the Company’s Board of Directors (BOD) on March 18, 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarized below and in the succeeding pages. The policies have been consistently applied to all years presented, unless otherwise stated.

2.1 Basis of Preparation of Consolidated Financial Statements

(a) Statement of Compliance with Philippine Financial Reporting Standards

The consolidated financial statements of the Group have been prepared in accordance with Philippine Financial Reporting Standards (PFRS). PFRS are adopted by the Financial Reporting Standards Council from the pronouncements issued by the International Accounting Standards Board, and approved by the Philippine Board of Accountancy (BOA).

The consolidated financial statements have been prepared using the measurement bases specified by PFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies that follow.

(b) Presentation of Consolidated Financial Statements

The consolidated financial statements are presented in accordance with Philippine Accounting Standard (PAS) 1, Presentation of Financial Statements. The Group presents consolidated statements of comprehensive income separate from the consolidated statements of income.

The Group presents a third consolidated statement of financial position as at the beginning of the preceding period when it applies an accounting policy retrospectively, or makes a retrospective restatement or reclassification of items that has a material effect on the information in the consolidated statement of financial position at the beginning of the preceding period. The related notes to the third consolidated statement of financial position are not required to be disclosed.

These consolidated financial statements are presented in Philippine pesos, the functional and presentation currency of the Group, and all values represent absolute amounts except when otherwise indicated.

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Items included in the consolidated financial statements of the Group are measured using its functional currency, the currency of the primary economic environment in which the Group operates.

2.2 Adoption of New and Amended PFRS

(a) Effective in 2014 that are Relevant to the Group

In 2014, the Group adopted for the first time the following amendments and interpretation to PFRS that are relevant to the Group and effective for financial statements for the annual period beginning on or after January 1, 2014:

PAS 32 (Amendment) : Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities PAS 36 (Amendment) : Impairment of Assets – Recoverable Amount Disclosures for Non-financial Assets PAS 39 (Amendment) : Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting PFRS 10, 12 and PAS 27 (Amendments) : Consolidated Financial Statements, Disclosures of Interests in Other Entities, Separate Financial Statements – Exemption from Consolidation for “Investment Entities” Philippine Interpretation International Financial Reporting Interpretations Committee (IFRIC) 21 : Levies

Discussed below and in the succeeding pages are the relevant information about these amended standards and interpretations.

(i) PAS 32 (Amendment), Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities. The amendment provides guidance to address inconsistencies in applying the criteria for offsetting financial assets and financial liabilities. It clarifies that an entity must currently have a right of set-off that is not contingent on a future event, and must be legally enforceable in the normal course of business; in the event of default; and, in the event of insolvency or bankruptcy of the entity and all of the counterparties. The amendment also clarifies that gross settlement mechanisms (such as through a clearing house) with features that both eliminate credit and liquidity risks and process receivables and payables in a single settlement process, will satisfy the criterion for net settlement. The Group’s existing offsetting and settlement arrangements for its financial instruments with counterparties are not affected by the amendment; hence, such did not have an impact on the presentation of financial assets and financial liabilities on the Group’s consolidated financial statements for any periods presented. - 4 -

(ii) PAS 36 (Amendment), Impairment of Assets – Recoverable Amount Disclosures for Non-financial Assets. The amendment clarifies that disclosure of information about the recoverable amount of individual asset (including goodwill) or a cash-generating unit is required only when an impairment loss has been recognized or reversed during the reporting period. If the recoverable amount is determined based on the asset’s or cash-generating unit’s fair value less cost of disposal, additional disclosures on fair value measurement required under PFRS 13, Fair Value Measurement, such as but not limited to the fair value hierarchy, valuation technique used and key assumptions applied should be provided in the consolidated financial statements. This amendment did not result in additional disclosure in the consolidated financial statements since the Group does not have any impaired non-financial assets.

(iii) PAS 39 (Amendment), Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting. The amendment provides some relief from the requirements on hedge accounting by allowing entities to continue the use of hedge accounting when a derivative is novated to a clearing counterparty resulting in termination or expiration of the original hedging instrument as a consequence of laws and regulations, or the introduction thereof. As the Group neither enters into transactions involving derivative instruments nor does it applies hedge accounting, the amendment did not have any impact on the Group’s consolidated financial statements.

(iv) PFRS 10, 12 and PAS 27 (Amendments), Exemption from Consolidation of “Investment Entities”. The amendments define the term “investment entity” and provide to such an investment entity an exemption from the consolidation of particular subsidiaries and instead require to measure investment in each eligible subsidiary at fair value through profit or loss in accordance with PAS 39, Financial Instruments: Recognition and Measurement or PFRS 9, Financial Instruments, both in its consolidated or separate financial statements, as the case maybe. The amendments also require additional disclosures about the details of the entity’s unconsolidated subsidiaries and the nature of relationship and certain transactions with those subsidiaries. This amendment had no impact in the Company’s financial statements, since none of its subsidiaries qualify as an investment entity as defined by PFRS 10.

(v) Philippine Interpretation IFRIC 21, Levies. This interpretation clarifies that the obligating event as one of the criteria under PAS 37, Provisions, Contingent Liabilities and Contingent Assets, for the recognition of a liability for levy imposed by a government is the activity described in the relevant legislation that triggers the payment of the levy. Accordingly, the liability is recognized in the financial statements progressively if the obligating event occurs over a period of time and if an obligation is triggered on reaching a minimum threshold, the liability is recognized when that minimum threshold is reached. This amendment had no significant impact on the Group’s consolidated financial statements.

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(b) Effective Subsequent to 2014 but not Adopted Early

There are new PFRS, amendments and annual improvements to existing standards effective for annual periods subsequent to 2014 which are adopted by the FRSC, subject to the approval of the BOA. Management will adopt the following relevant pronouncements in accordance with their transitional provisions, and, unless otherwise stated, none of these are expected to have significant impact on the Group’s consolidated financial statements:

(i) PAS 19 (Amendment), Employee Benefits – Defined Benefit Plans – Employee Contributions (effective from July 1, 2014). The amendment clarifies that if the amount of the contributions from employees or third parties is dependent on the number of years of service, an entity shall attribute the contributions to periods of service using the same attribution method (i.e., either using the plan’s contribution formula or on a straight-line basis) for the gross benefit.

(ii) PAS 1 (Amendment), Presentation of Financial Statements – Disclosure Initiative (effective from January 1, 2016). The amendment encourages entities to apply professional judgment in presenting and disclosing information in the financial statements. Accordingly, it clarifies that materiality applies to the whole financial statements and an entity shall not reduce the understandability of the financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. Moreover, the amendment clarifies that an entity’s share of other comprehensive income of associates and joint ventures accounted for using equity method should be presented based on whether or not such other comprehensive income item will subsequently be reclassified to profit or loss. It further clarifies that in determining the order of presenting the notes and disclosures, an entity shall consider the understandability and comparability of the financial statements.

(iii) PAS 16 (Amendment), Property, Plant and Equipment and PAS 38 (Amendment), Intangible Assets – Clarification of Acceptable Methods of Depreciation and Amortization (effective from January 1, 2016). The amendment in PAS 16 clarifies that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. In addition, amendment to PAS 38 introduces a rebuttable presumption that an amortization method that is based on the revenue generated by an activity that includes the use of an intangible asset is not appropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of an intangible asset are highly correlated. The amendment also provides guidance that the expected future reductions in the selling price of an item that was produced using the asset could indicate an expectation of technological or commercial obsolescence of an asset, which may reflect a reduction of the future economic benefits embodied in the asset.

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(iv) PAS 16 (Amendment), Property, Plant and Equipment and PAS 41 (Amendment), Agriculture – Bearer Plants (effective from January 1, 2016). The amendment defines a bearer plant as a living plant that is used in the production or supply of agricultural produce, is expected to bear produce for more than one period and has a remote likelihood of being sold as agricultural produce, except for incidental scrap sales. On this basis, bearer plant is now included within the scope of PAS 16 rather than PAS 41, allowing such assets to be accounted for as property, plant and equipment and to be measured after initial recognition at cost or revaluation basis in accordance with PAS 16. The amendment further clarifies that produce growing on bearer plants remains within the scope of PAS 41.

(v) PAS 27 (Amendment), Separate Financial Statements – Equity Method in Separate Financial Statements (effective from January 1, 2016). This amendment introduces a third option which permits an entity to account for its investments in subsidiaries, joint ventures and associates under the equity method in its separate financial statements in addition to the current options of accounting those investments at cost or in accordance with PAS 39 or PFRS 9, Financial Instruments. As of the end of the reporting period, the Company has no plan to change the accounting policy for its investments in its subsidiaries.

(vi) PAS 28 (Amendment), Investments in Associates and Joint Ventures – Investment Entities – Applying the Consolidation Exception (effective from January 1, 2016). This amendment addresses the concerns that have arisen in the context of applying the consolidation exception for investment entities. This amendment permits a non-investment entity investor, when applying the equity method of accounting for an associate or joint venture that is an investment entity, to retain the fair value measurement applier by that investment entity associate or joint venture to its interests in subsidiaries.

(vii) PFRS 10 (Amendment), Consolidated Financial Statements and PAS 28 (Amendment), Investments in Associates and Joint Ventures – Sale or Contribution of Assets between an Investor and its Associates or Joint Venture (effective from January 1, 2016). The amendment to PFRS 10 requires full recognition in the investor’s financial statements of gains or losses arising on the sale or contribution of assets that constitute a business as defined in PFRS 3, Business Combinations, between an investor and its associates or joint venture. Accordingly, the partial recognition of gains or losses (i.e., to the extent of the unrelated investor’s interests in an associate or joint venture) only applies to those sale or contribution of assets that do not constitute a business. Corresponding amendment has been made to PAS 28 to reflect these changes. In addition, PAS 28 has been amended to clarify that when determining whether assets that are sold or contributed constitute a business, an entity shall consider whether the sale or contribution of those assets is part of multiple arrangements that should be accounted for as a single transaction.

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(viii) PFRS 10 (Amendment), Consolidated Financial Statements – Investment Entities Applying the Consolidation Exception (effective from January 1, 2016). This amendment confirms that the exemption from preparing consolidated financial statements continues to be available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures its interest in all its subsidiaries at fair value in accordance with PFRS 10. The amendment further clarifies that if an investment entity has a subsidiary that is not itself an investment entity and whose main purpose and activities are to provide services that are related to the investment activities of the investment entity parent, the latter shall consolidate that subsidiary.

(ix) PFRS 12 (Amendment), Disclosures of Interests in Other Entities – Investment Entities: Applying the Consolidation Exception (effective from January 1, 2016). The amendment clarifies that an investment entity that measures all its subsidiaries at fair value should provide the disclosures required by PFRS 12.

(x) PFRS 9 (2014), Financial Instruments (effective from January 1, 2018). This new standard on financial instruments will eventually replace PAS 39 and PFRS 9 (2009, 2010 and 2013 versions). This standard contains, among others, the following:

• three principal classification categories for financial assets based on the business model on how an entity is managing its financial instruments;

• an expected loss model in determining impairment of all financial assets that are not measured at fair value through profit or loss (FVTPL), which generally depends on whether there has been a significant increase in credit risk since initial recognition of a financial asset; and,

• a new model on hedge accounting that provides significant improvements principally by aligning hedge accounting more closely with the risk management activities undertaken by entities when hedging their financial and non-financial risk exposures.

(xi) IFRS 15, Revenue from Contracts with Customers. This standard will replace PAS 18, Revenue, and PAS 11, Construction Contracts, the related Interpretations on revenue recognition: IFRIC 13, Customer Loyalty Programmes, IFRIC 15, Agreement for the Construction of Real Estate, IFRIC 18, Transfers of Assets from Customers and Standing Interpretations Committee 31, Revenue – Barter Transactions Involving Advertising Services, effective January 1, 2017. This new standard establishes a comprehensive framework for determining when to recognize revenue and how much revenue to recognize. The core principle in the said framework is for an entity to recognize revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard has not yet been adopted in the Philippines; however, management is currently assessing the impact of this standard on the Group’s consolidated financial statements in preparation for the adoption of this standard in the Philippines.

(xii) Annual Improvements to PFRS. Annual Improvements to PFRS (2010-2012 Cycle) and PFRS (2011-2013 Cycle) effective for annual periods beginning on or after July 1, 2014, and to PFRS (2012-2014 Cycle) effective for annual periods beginning on or after January 1, 2016, made minor amendments to a number of PFRS. Among those improvements, the following amendments are relevant to the Group but management does not expect those to have material impact on the Group’s consolidated financial statements:

Annual Improvements to PFRS (2010-2012 Cycle)

• PFRS 3 (Amendment), Business Combinations – Accounting for Contingent Consideration in a Business Combination. This amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity in accordance with PAS 32, Financial Instruments – Presentation. It also clarifies that all non-equity contingent consideration should be measured at fair value at the end of each reporting period, with changes in fair value recognized in profit or loss.

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• PFRS 3 (Amendment), Business Combinations – Scope Exceptions for Joint Ventures. It clarifies that PFRS 3 does not apply to the accounting for the formation of any joint arrangement under PFRS 11, Joint Arrangement, in the financial statements of the joint arrangement itself.

• PFRS 8 (Amendment), Operating Segments – Aggregation of Operating Segments, and Reconciliation of the Total of the Reportable Segment’s Assets to the Entity’s Assets. This amendment requires disclosure of the judgments made by management in applying the aggregation criteria to operating segments. This includes a description of the segments which have been aggregated and the economic indicators which have been assessed in determining that the aggregated segments share similar economic characteristics. It further clarifies the requirement to disclose for the reconciliations of segment assets to the entity’s assets if that amount is regularly provided to the chief operating decision maker.

• PAS 16 (Amendment), Property, Plant and Equipment and PAS 38 (Amendment), Intangible Assets. The amendments clarify that when an item of property, plant and equipment, and intangible assets is revalued, the gross carrying amount is adjusted in a manner that is consistent with a revaluation of the carrying amount of the asset.

• PAS 24 (Amendment), Related Party Disclosures. The amendment clarifies that an entity providing key management services to a reporting entity is deemed to be a related party of the latter. It also clarifies that the information required to be disclosed in the financial statements are the amounts incurred by the reporting entity for key management personnel services that are provided by a separate management entity and not the amounts of compensation paid or payable by the management entity to its employees or directors.

• PFRS 13 (Amendment), Fair Value Measurement. The amendment in the basis of conclusion of PFRS 13 clarifies that issuing PFRS 13 and amending certain provisions of PFRS 9 and PAS 39 related to discounting of financial instruments did not remove the ability to measure short-term receivables and payables with no stated interest rate on an undiscounted basis, when the effect of not discounting is immaterial.

Annual Improvements to PFRS (2011-2013 Cycle)

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• PFRS 13 (Amendment), Fair Value Measurement. The amendment clarifies that the scope of the exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis (the portfolio exception) applies to all contracts within the scope of, and accounted for in accordance with, PAS 39 or PFRS 9, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in PAS 32.

• PAS 40 (Amendment), Investment Property. The amendment clarifies the interrelationship of PFRS 3, Business Combinations, and PAS 40 in determining the classification of property as an investment property or owner-occupied property, and explicitly requires entity to use judgment in determining whether the acquisition of an investment property is an acquisition of an asset or a group of asset, or a business combination in reference to PFRS 3.

• PAS 34 (Amendment), Interim Financial Reporting. The amendment clarifies the meaning of disclosure of information “elsewhere in the interim financial report” and requires the inclusion of a cross-reference from the interim financial statements to the location of this referenced information. The amendment also specifies that this information must be available to users of the interim financial statements on the same terms as the interim financial statements and at the same time, otherwise the interim financial statements will be incomplete.

Annual Improvements to PFRS (2012-2014 Cycle)

• PFRS 7 (Amendment), Financial Instruments: Disclosures – Applicability of Amendments to PFRS 7 to Condensed Interim Financial Statements. This amendment clarifies that the additional disclosure required by the recent amendments to PFRS 7 related to offsetting financial assets and financial liabilities is not specifically required for all interim periods. However, the additional disclosure is required to be given in condensed interim financial statements that are prepared in accordance with PAS 34, Interim Financial Reporting, when its inclusion would be necessary in order to meet the general principles of PAS 34.

• PFRS 7 (Amendment), Financial Instruments – Disclosures. The amendment provides additional guidance to help entities identify the circumstances under which a contract to “service” financial assets is considered to be a continuing involvement in those assets for the purposes of applying the disclosure requirements of PFRS 7. Such circumstances commonly arise when, for example, the servicing is dependent on the amount or timing of cash flows collected from the transferred asset or when a fixed fee is not paid in full due to non-performance of that asset.

• PAS 19 (Amendment), Employee Benefits. The amendment clarifies that the currency and term of the high quality corporate bonds which were used to determine the discount rate for post-employment benefit obligations shall be made consistent with the currency and estimated term of the post-employment benefit obligations.

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• PAS 34 (Amendment), Interim Financial Reporting – Disclosure of information “Elsewhere in the Interim Financial Report”. The amendment clarifies the meaning of disclosure of information “elsewhere in the interim financial report” and requires the inclusion of a cross-reference from the interim financial statements to the location of this referenced information. The amendment also specifies that this information must be available to users of the interim financial statements on the same terms as the interim financial statements and at the same time, otherwise the interim financial statements will be incomplete.

2.3 Basis of Consolidation

The Parent Company obtains and exercises control through voting rights. The Group’s consolidated financial statements comprise the accounts of the Parent Company and its subsidiaries, after the elimination of material intercompany transactions. All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transaction between entities under the Group, are eliminated in full on consolidation. Unrealized profits and losses from intercompany transactions that are recognized in assets are also eliminated in full. Intercompany losses that indicate impairment are recognized in the consolidated financial statements.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting principles. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when it is exposed, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date the Company obtains control.

The Company reassesess whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of controls indicated above. Accordingly, entities are deconsolidated from the date that control ceases.

The acquisition method is applied to account for acquired subsidiaries. This requires recognizing and measuring the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Company, if any. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred and subsequent change in the fair value of contingent consideration is recognized directly in profit or loss.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

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The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the acquiree over the acquisition-date fair value of the identifiable net assets acquired is recognized as goodwill. If the consideration transferred is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly gain in profit or loss (see Note 2.11).

2.4 Financial Assets

Financial assets are recognized when the Group becomes a party to the contractual terms of the financial instrument. Financial assets other than those designated and effective as hedging instruments are classified into the following categories: FVTPL, held-to-maturity investments, loans and receivables and AFS financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired.

Regular purchases and sales of financial assets are recognized on their trade date. All financial assets that are not classified as FVTPL are initially recognized at fair value plus any directly attributable transaction costs.

The Group’s financial assets are currently classified as loans and receivables.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the end of each reporting period, which are classified as non-current assets.

The Group’s financial assets categorized as loans and receivables are presented as Cash and Cash Equivalents, Trade and Other Receivables (except Advances to employees) and Due from Related Parties in the consolidated statement of financial position. Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with original maturities of three months or less, readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

Loans and receivables are subsequently measured at amortized cost using the effective interest method, less impairment loss, if any. Impairment loss is provided when there is objective evidence that the Company will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the impairment loss is determined as the difference between the assets’ carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset’s original effective interest rate or current effective interest rate determined under the contract if the loan has a variable interest rate.

The carrying amount of the asset shall be reduced either directly or through the use of an allowance account. The amount of the loss shall be recognized in profit or loss.

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If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognized in the profit or loss.

All income and expenses, including impairment losses, relating to financial assets that are recognized in profit or loss are presented as part of Finance Income or Finance Cost in the consolidated statements of income.

Non-compounding interest, dividend income and other cash flows resulting from holding financial assets are recognized in profit or loss when earned, regardless of how the related carrying amount of financial assets is measured.

The financial assets are derecognized when the contractual rights to receive cash flows from the financial instruments expire, or when the financial assets and all substantial risks and rewards of ownership have been transferred to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

2.5 Other Assets

Other current assets pertain to other resources controlled by the Group as a result of past events. They are recognized in the consolidated financial statements when it is probable that the future economic benefits will flow to the entity and the asset has a cost or value that can be measured reliably.

Other recognized assets of similar nature, where future economic benefits are expected to flow to the Group beyond one year after the end of the reporting period are classified as non-current assets.

2.6 Investment Property

Investment property pertains to condominium units held for rent and for capital appreciation. Condominium units are stated at cost, less accumulated depreciation and accumulated impairment losses, if any.

The cost of investment property comprises the acquisition cost or construction cost and other directly attributable costs for bringing the asset to working condition for its intended use. Expenditures for additions and major improvements are capitalized while expenditures for repairs and maintenance are charged to expense when incurred.

Depreciation of condominium units is computed on a straight-line basis over its estimated useful life of 30 years [see Note 3.2(a)]. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see Note 2.16).

Any gain or loss on the retirement or disposal of an investment property is recognized in profit or loss in the year of retirement disposal.

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Investment property is derecognized upon disposal or when permanently withdrawn from use and no future economic benefit is expected from its disposal.

2.7 Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization and any impairment in value.

The cost of an asset comprises its purchase price and directly attributable costs of bringing the asset to working condition for its intended use. Expenditures for additions, major improvements and renewals are capitalized while expenditures for repairs and maintenance are charged to expense as incurred.

Depreciation is computed on the straight-line basis over the estimated useful lives of the assets as follows:

Transportation equipment 5 years Office and communication equipment 3-5 years Furniture and fixtures 3-5 years

Leasehold improvements are amortized over their estimated useful life of three years or the term of the lease, whichever is shorter.

Fully depreciated and amortized assets are retained in the accounts until they are no longer in use and no further change for depreciation and amortization is made in respect of these assets.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see Note 2.16).

The residual values, estimated useful lives and method of depreciation of property and equipment are reviewed and adjusted, if appropriate, at the end of each reporting period.

An item of property and equipment, including the related accumulated depreciation and any impairment losses, is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising from the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit or loss in the year the item is derecognized.

2.8 Intangible Assets

Intangible assets, presented as part of other Other Non-current Assets account in the consolidated statements of financial position, pertain acquired computer software applications used in operation and administration which are accounted for under the cost model. The cost of the asset is the amount of cash or cash equivalents paid or the fair value of the other considerations given to acquire an asset at the time of its acquisition. Capitalized costs are amortized on a straight-line basis over an estimated useful life of five years as these intangible assets are considered finite. In addition, intangible assets are subject to impairment testing as described in Note 2.16. Amortization commences upon completion of the asset.

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Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and install the specific software for its intended use. Costs associated with maintaining computer software are expensed as incurred.

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset and is recognized in profit or loss.

2.9 Financial Liabilities

The financial liabilities of the Group include Trade and Other Payables (excluding customers’ deposits and tax-related payables) and Due to Related Parties.

Financial liabilities are recognized when the Group becomes a party to the contractual terms of the instrument. All interest-related charges are recognized as an expense under the caption Finance Costs in the consolidated statement of income.

Trade and other payables and due to related parties are recognized initially at their fair value and subsequently measured at amortized cost, using the effective interest method for maturities beyond one year, less settlement payments.

Financial liabilities are classified as current liabilities if payment is due to be settled within one year or less after the reporting period (or in the normal operating cycle of the business, if longer), or the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Otherwise, these are presented as non-current liabilities.

Financial liabilities are derecognized from the consolidated statement of financial position only when the obligations are extinguished either through discharge, cancellation or expiration. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable is recognized in profit or loss.

2.10 Offsetting Financial Instruments

Financial assets and liabilities are offset and the resulting net amount, considered as a single financial asset or financial liability, is reported in the consolidated statement of financial position when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. The right of set-off must be available at the end of the reporting period, that is, it is not contingent on future event. It must also be enforceable in the normal course of business, in the event of default, and in the event of insolvency or bankruptcy; and must be legally enforceable for both entity and all counterparties to the financial instruments.

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2.11 Business Combinations

Business acquisitions are accounted for using the acquisition method of accounting.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.

Negative goodwill, if any, which is the excess of the Company’s interest in the net fair value of acquired identifiable assets, liabilities, and contingent liabilities over cost, is charged directly to income.

For the purpose of impairment testing, goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The cash-generating units or groups of cash-generating units are identified according to operating segment.

Gains and losses on the disposal of an interest in a subsidiary include the carrying amount of goodwill relating to it.

If the business combination is achieved in stages, the acquirer is required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in the profit or loss or other comprehensive income, as appropriate.

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with PAS 37, either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

2.12 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s strategic steering committee; its chief operating decision-maker. The strategic steering committee is responsible for allocating resources and assessing performance of the operating segments.

In identifying its operating segments, management generally follows the Group’s service lines as disclosed in Note 4, which represent the main services provided by the Group.

Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at arm’s length prices.

The measurement policies the Group uses for segment reporting under PFRS 8 are the same as those used in its consolidated financial statements. In addition, corporate assets which are not directly attributable to the business activities of any operating segment are not allocated to a segment. - 17 -

There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

2.13 Provisions and Contingencies

Provisions are recognized when present obligations will probably lead to an outflow of economic resources and they can be estimated reliably even if the timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the end of the reporting period, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. When time value of money is material, long-term provisions are discounted to their present values using a pretax rate that reflects market assessments and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.

In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognized in the consolidated financial statements. Similarly, possible inflows of economic benefits to the Group that do not yet meet the recognition criteria of an asset are considered contingent assets, hence, are not recognized in the consolidated financial statements. On the other hand, any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset not exceeding the amount of the related provision.

2.14 Revenue and Expense Recognition

Revenue comprises of income from rental and the rendering of services measured by reference to the fair value of consideration received or receivable by the Group for services rendered excluding value added tax (VAT).

Revenue is recognized to the extent that the revenue can be reliably measured; it is probable that the economic benefits will flow to the Group; and the costs incurred or to be incurred can be measured reliably. In addition, the following specific recognition criteria must also be met before revenue is recognized:

(a) Management fees – Revenue is recognized when the performance of contractually agreed tasks have been substantially rendered.

(b) Rental income – Revenue is recognized on a straight-line basis over the duration of the lease term (see Note 2.15). For tax purposes, rental income is recognized based on the contractual terms of the lease.

(c) Service income – Revenue is recognized when the services related to technical projects, telephone services and transport of passengers have been substantially rendered.

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(d) Interest Income – Revenue is recognized as the interest accrues taking into account the effective yield on the asset.

Costs and expenses are recognized in profit or loss upon utilization of goods or services or at the date they are incurred. Finance costs are reported in profit or loss on accrual basis.

2.15 Leases

The Group accounts for its leases as follows:

(a) Group as Lessee

Leases which do not transfer to the Group substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments (net of any incentive received from the lessor) are recognized as expense in the consolidated statements of income on a straight-line basis over the lease term. Associated costs, such as repairs and maintenance and insurance, are expensed as incurred.

(b) Group as Lessor

Leases which do not transfer to the lessee substantially all the risks and benefits of ownership of the asset are classified as operating leases. Lease income from operating leases is recognized in profit or loss on a straight-line basis over the lease term.

The Group determines whether an arrangement is, or contains, a lease based on the substance of the arrangement. It makes an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

2.16 Impairment of Non-financial Assets

The Group’s property and equipment, investment property and other non-financial assets are subject to impairment testing. All other individual assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, assets are tested for impairment either individually or at the cash-generating unit level.

Impairment loss is recognized for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amounts which is the higher of its fair value less costs to sell and its value in use. In determining value in use, management estimates the expected future cash flows from each cash-generating unit and determines the suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risk factors. - 19 -

All assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash generating unit’s recoverable amount exceeds its carrying amount.

2.17 Employee Benefits

The Group’s post-employment benefits to employees through a defined benefit plan and defined contribution plans, and other employee benefits are recognized as follows:

(a) Post-employment Defined Benefit Plan

A defined benefit plan is a post-employment plan that defines an amount of post-employment benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and salary. The legal obligation for any benefits from this kind of post-employment benefit plan remains with the Group, even if plan assets for funding the defined benefit plan have been acquired. Plan assets may include assets specifically designated to a long-term benefit fund, as well as qualifying insurance policies. The Group’s post-employment defined benefit plan covers all regular full-time employees.

The liability recognized in the consolidated statement of financial position for defined benefit plans is the present value of the defined benefit obligation (DBO) at the end of the reporting period less the fair value of plan assets. The DBO is calculated annually by independent actuaries using the projected unit credit method. The present value of the DBO is determined by discounting the estimated future cash outflows using a discount rate derived from the interest rates of a zero coupon government bonds as published by the Philippine Dealing & Exchange Corporation, that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related post-employment liability.

Remeasurements, comprising of actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions and the return on plan assets (excluding amount included in net interest) are reflected immediately in the consolidated statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they arise. Net interest is calculated by applying the discount rate at the beginning of the period, taking account of any changes in the net defined benefit liability or asset during the period as a result of contributions and benefit payments. Net interest is reported as part of Finance Costs or Finance Income account in the consolidated statement of income.

Past-service costs are recognized immediately in profit or loss in the period of a plan amendment and curtailment.

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(b) Post-employment Defined Contribution Plans

A defined contribution plan is a post-employment plan under which the Group pays fixed contributions into an independent entity. The Group has no legal or constructive obligations to pay further contributions after payment of the fixed contribution. The contributions recognized in respect of defined contribution plans are expensed as they fall due. Liabilities and assets may be recognized if underpayment or prepayment has occurred and are included in current liabilities or current assets as they are normally of a short-term nature.

Compensated absences are recognized for the number of paid leave days (including holiday entitlement) remaining at the end of the reporting period. They are included in Trade and Other Payables account in the consolidated statement of financial position at the undiscounted amount that the Group expects to pay as a result of the unused entitlement.

2.18 Income Taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity, if any.

Current tax assets or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting period, that are uncollected or unpaid at the end of reporting period. They are calculated using the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognized as a component of tax expense in profit or loss.

Deferred tax is accounted for using the liability method on temporary differences at the end of each reporting period between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes. Under the liability method, with certain exceptions, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the carryforward of unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will be available to allow such deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, provided such tax rates have been enacted or substantially enacted at the end of the reporting period.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

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Most changes in deferred tax assets or liabilities are recognized as a component of tax expense in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

Deferred tax assets and deferred tax liabilities are offset if the Group has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred taxes relate to the same entity and the same taxation authority.

2.19 Related Party Relationship and Transactions

Related party transactions are transfers of resources, services or obligations between the Group and its related parties, regardless whether a price is charged.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. These parties include: (a) individuals owning, directly or indirectly through one or more intermediaries, control or are controlled by, or under common control with the Group; (b) associates; and, (c) individuals owning, directly or indirectly, an interest in the voting power of the Group that gives them significant influence over the Group and close members of the family of any such individual.

In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely on the legal form.

2.20 Equity

Capital stock represents the nominal value of shares that have been issued.

Subscription receivable represents the unpaid portion of the subscribed capital stock due from stockholders.

Revaluation reserves comprise gains and losses due to remeasurements of post-employment defined benefit plan.

Deficit includes all current and prior period results of operations as disclosed in the consolidated statement of income.

2.21 Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net profit by the weighted average number of common shares subscribed and issued during the year adjusted retroactively for any stock dividend, stock split or reverse stock split declared in the current year, if any.

Diluted EPS is computed by adjusting the weighted average number of ordinary shares outstanding to assume conversion of dilutive potential shares. Currently, the Group does not have dilutive potential shares outstanding; thus, dilutive earnings per share is the same to the basic earnings per share.

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2.22 Events After the End of the Reporting Period

Any post-year-end event that provides additional information about the Group’s consolidated financial position at the end of the reporting period (adjusting event) is reflected in the consolidated financial statements. Post-year-end events that are not adjusting events, if any, are disclosed when material to the consolidated financial statements.

3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the Group’s consolidated financial statements in accordance with PFRS requires management to make judgments and estimates that affect amounts reported in the consolidated financial statements and related notes. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates.

3.1 Critical Management Judgments in Applying Accounting Policies

(a) Distinction between Investment Properties and Owner-managed Properties

(b) Distinction between Operating and Finance Leases

Management has determined that the Group’s current lease agreements are operating leases.

Judgment is exercised by management to distinguish between provisions and contingencies. Policies on recognition of provisions and contingencies are discussed in Note 2.13 and disclosures on relevant provisions and contingencies are presented in Note 17.

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3.2 Key Sources of Estimation Uncertainty

(a) Estimating Useful Lives of Condominium Units (presented under Investment Property), Property and Equipment and Computer Software

The Group estimates the useful lives of property and equipment, condominium units and computer software based on the period over which the assets are expected to be available for use. The estimated useful lives of these assets are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets.

The carrying amounts of computer software (under other non-current asset), property and equipment and investment property are analyzed in Notes 7, 8 and 9, respectively. Based on management’s assessment as at December 31, 2014 and 2013, there are no changes in the estimated useful lives of those assets during those years. Actual results, however, may vary due to changes in estimates brought about by changes in factors mentioned above.

(b) Impairment of Trade and Other Receivables

The carrying value of trade and other receivables and the analysis of allowance for impairment on such financial assets are shown in Note 6.

The Group reviews its deferred tax assets at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Based on management’s assessment, the Group has assessed that the deferred tax assets recognized as at December 31, 2014 and 2013 will be fully utilized in the coming years. The carrying amount of deferred tax assets as of those dates is disclosed in Note 13.

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(d) Impairment of Non-financial Assets

In assessing impairment, management estimates the recoverable amount of each asset or a cash-generating unit based on expected future cash flows and uses an interest rate to calculate the present value of those cash flows. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate (see Note 2.16). Though management believes that the assumptions used in the estimation of fair 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 effect on the results of operations.

(e) Fair Value Measurement of Investment Property

The Group’s condominium units, classified as Investment Property, are carried at cost at the end of the reporting period. The fair value disclosed in Note 9 is determined by the Group using the discounted cash flows valuation technique since the information on current or recent prices of investment property is not available. The Group uses assumptions that are mainly based on market conditions existing at each reporting period, such as: the receipt of contractual rentals; expected future market rentals; void periods; maintenance requirements; and appropriate discount rates. These valuations are regularly compared to actual market yield data and actual transactions by the Group and those reported by the market. The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location and condition.

(f) Valuation of Post-employment Defined Benefit Obligation

The amounts of retirement benefit obligation and expense analysis of the movements in the estimated present value of post-employment benefit obligation are presented in Note 12.2.

(g) Business Combination

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4. SEGMENT REPORTING

4.1 Business Segments

(a) Property Management – is the operation, control of (usually on behalf of an owner), and oversight of commercial, industrial or residential real estate as used in its most broad terms. Management indicates a need to be cared for, monitored and accountability given for its usable life and condition.

(b) Rental and Others – consists of rental from leasing activity of Parent Company and transportation services of CityLink.

4.2 Segment Assets and Liabilities

The business segment information of the Group as of and for the years ended December 31, 2014, 2013 and 2012 follows:

Property Rental and Management Others Total 2014 Revenues: Management fees P 279,504,341 P - P 279,504,341 Service income - 14,640,357 14,640,357 Rental income - 8,722,669 8,722,669 Finance income 1,821,216 1,564,291 3,385,507 Others 991,612 19,603 1,011,215 Gross revenues 282,317,169 24,946,920 307,264,089 Expenses 219,932,265 30,132,553 250,064,818 Finance costs 13,047,724 1,650 13,049,374 Profit (loss) before tax 49,337,180 ( 5,187,283) 44,149,897 Tax expense 14,979,257 351,474 15,330,731

Net profit (loss) P 34,357,923 (P 5,538,757) P 28,819,166

Segment assets P 320,646,174 P 170,763,750 P 491,409,924

Segment liabilities P 281,564,517 P 63,287,981 P 344,852,498

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Property Rental and Management Others Total

2013 Revenues: Management fees P 232,055,178 P - P 232,055,178 Gain on sale of available-for-sale financial assets - 20,627,768 20,627,768 Service income - 15,556,533 15,556,533 Rental income - 9,364,826 9,364,826 Finance income 1,494,155 817,285 2,311,440 Others 2,960,363 11,809 2,972,172 Gross revenues 236,509,696 46,378,221 282,887,917 Expenses 227,873,005 23,806,874 251,679,879 Finance costs 6,682,086 2,250 6,684,336 Profit before tax 1,954,605 22,569,097 24,523,702 Tax expense 497,194 4,450,484 4,947,678

Net profit P 1,457,411 P 18,118,613 P 19,576,024

Segment assets P 216,469,479 P 184,415,308 P 400,884,787

Segment liabilities P 219,990,676 P 53,338,283 P 273,328,959

2012 Revenues: Management fees P 180,998,803 P - P 180,998,803 Service income - 11,909,881 11,909,881 Rental income - 8,380,582 8,380,582 Finance income 2,780,848 443,911 3,224,759 Others 160,043 4,364,053 4,524,096 Gross revenues 183,939,694 25,098,427 209,038,121 Expenses 169,789,595 22,281,330 192,070,925 Finance costs 8,209,242 - 8,209,242 Profit before tax 5,940,857 2,817,097 8,757,954 Tax expense 2,436,458 24,095 2,460,553

Net profit P 3,504,399 P 2,793,002 P 6,297,401

Segment assets P 202,042,675 P 162,801,682 P 364,844,357

Segment liabilities P 211,798,817 P 67,865,771 P 279,664,588

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include the following components as of December 31:

2014 2013

Cash on hand and in banks P 76,787,317 P 14,476,370 Short-term placements 153,875,656 157,749,787

P 230,662,973 P 172,226,157

Cash in banks generally earn interest based on daily bank deposit rates. Short-term placements are made for varying periods from 15 to 90 days and earn effective interest ranging from 1.00% to 1.75% and 1.00% to 4.00% in 2014 and 2013, respectively.

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6. TRADE AND OTHER RECEIVABLES

The details of this account as of December 31 are as follows:

2014 2013

Current: Trade receivables P 98,699,380 P 80,497,779 Car and housing loans receivables 3,856,383 1,482,362 Advances to employees 2,817,431 3,108,269 Others 1,434,117 3,989,301 106,807,311 89,077,711 Allowance for impairment ( 13,636,459 ) ( 6,678,996 )

93,170,852 82,398,715

Non-current – Car and housing loans receivables 3,572,845 6,525,815

P 96,743,697 P 88,924,530

Trade receivables are usually due within 30 to 60 days and do not bear any interest. All trade receivables are subject to credit risk exposure. However, the Group does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognized resemble a large number of receivables from various customers.

Advances to employees pertain to unliquidated advances to employees for business-related expenditures subject to liquidation.

Car and housing loans receivables pertain to interest-bearing loans granted to employees which have interest rates ranging from 10% to 19% per annum and are payable through salary deduction for a period of 10 years from the date the loan was extended. Related interest income from such transactions is shown as part of Finance Income in the consolidated statements of comprehensive income.

All of the Group’s trade and other receivables have been reviewed for indicators of impairment. Certain receivables were found to be impaired; hence, adequate amounts of allowance for impairment have been recognized. Additional impairment loss amounting to P7.0 million was recognized in 2014 and is presented as part of Finance Costs in the 2014 consolidated statement of income.

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7. OTHER ASSETS

The composition of this account is shown below.

2014 2013 Current: Input VAT - net P 5,478,044 P 5,366,880 Advances to contractors 2,046,118 1,688,455 Prepaid expenses 1,713,728 21,505 Tax credits 227,389 263,681 Others 233,485 125,383

9,698,764 7,465,904

Non-current: Computer software - net 2,045,775 3,523,896 Security deposits 694,666 721,666 Rental deposits 403,995 398,995 Investments - 585,731 Others 235,848 28,209

3,380,284 5,258,497

P 13,079,048 P 12,724,401

Advances to contractors include downpayments made by FOPMI to the contractors for the completion of the contracted projects on properties being managed by FOPMI.

Amortization of computer software amounted to P1.4 million in 2014, P3.1 million in 2013 and P1.3 million in 2012, while accumulated amortization amounted to P2.1 million and P3.8 million as of December 31, 2014 and 2013, respectively.

Intangible assets are subject to impairment testing whenever there is an indication of impairment. Based on management’s evaluation, no impairment loss on intangible assets need to be recognized as of December 31, 2014, 2013 and 2012.

8. PROPERTY AND EQUIPMENT

The gross carrying amounts and accumulated depreciation and amortization of property and equipment at the beginning and end of 2014 and 2013 are shown below.

Office and Transportation Communication Furniture Leasehold Equipment Equipment and Fixtures Improvements Total

December 31, 2014 Cost P 57,326,445 P 16,305,646 P 1,375,804 P 8,682,421 P 83,690,316 Accumulated depreciation and amortization ( 37,545,635 ) ( 15,058,481 ) ( 1,244,031 ) ( 6,749,679 ) ( 60,597,826 )

Net carrying amount P 19,780,810 P 1,247,165 P 131,773 P 1,932,742 P 23,092,490

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Office and Transportation Communication Furniture Leasehold Equipment Equipment and Fixtures Improvements Total

December 31, 2013 Cost P 55,541,635 P 16,480,904 P 1,390,367 P 8,601,240 P 82,014,146 Accumulated depreciation and amortization ( 41,234,701 ) ( 14,182,703 ) ( 1,165,257 ) ( 5,691,313 ) ( 62,273,974 )

Net carrying amount P 14,306,934 P 2,298,201 P 225,110 P 2,909,927 P 19,740,172

January 1, 2013 Cost P 42,668,885 P 15,264,343 P 1,230,925 P 8,591,417 P 67,755,570 Accumulated depreciation and amortization ( 38,482,351 ) ( 12,426,003 ) ( 1,050,031 ) ( 4,582,989 ) ( 56,541,374 )

Net carrying amount P 4,186,534 P 2,838,340 P 180,894 P 4,008,428 P 11,214,196

A reconciliation of the carrying amounts of property and equipment at the beginning and end of 2014 and 2013 is shown below.

Office and Transportation Communication Furniture Leasehold Equipment Equipment and Fixtures Improvements Total

Balance at January 1, 2014 net of accumulated depreciation and amortization P 14,306,934 P 2,298,201 P 225,110 P 2,909,927 P 19,740,172 Additions 14,249,988 421,175 1,156,799 81,181 15,909,143 Disposals ( 2,250,000 ) ( 51,197 ) - - ( 2,301,197 ) Depreciation and amortization charges for the year ( 6,526,112 ) ( 1,421,014 ) ( 1,250,136 ) ( 1,058,366 ) ( 10,255,628 )

Net carrying amount P 19,780,810 P 1,247,165 P 131,773 P 1,932,742 P 23,092,490

Balance at January 1, 2013 net of accumulated depreciation and amortization P 4,186,534 P 2,838,340 P 180,894 P 4,008,428 P 11,214,196 Additions 12,872,750 1,216,561 159,442 9,823 14,258,576 Depreciation and amortization charges for the year ( 2,752,350 ) ( 1,756,700 ) ( 115,226 ) ( 1,108,324 ) ( 5,732,600 )

Net carrying amount P 14,306,934 P 2,298,201 P 225,110 P 2,909,927 P 19,740,172

The cost of the Group’s fully depreciated property and equipment that are still being used in operations amounted to P25.2 million and P21.5 million as of December 31, 2014 and 2013, respectively.

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9. INVESTMENT PROPERTY

The gross carrying amounts and accumulated depreciation of investment property at the beginning and end of 2014 and 2013 are shown below.

December 31, December 31, January 1, 2014 2013 2013

Cost P 1,456,194,860 P 1,456,194,860 P 1,456,194,860 Accumulated amortization ( 1,426,449,214 ) ( 1,425,209,812 ) ( 1,423,970,410 )

Net carrying amount P 29,745,646 P 30,985,048 P 32,224,450

A reconciliation of the carrying amounts of investment property at the beginning and end of 2014 and 2013 is shown below.

2014 2013

Balance at January 1, net of accumulated amortization P 30,985,048 P 32,224,450 Depreciation charge for the year ( 1,239,402 ) ( 1,239,402 )

Balance at December 31, net of accumulated amortization P 29,745,646 P 30,985,048

Rental income from condominium units under operating lease agreements not exceeding one year, amounted to P1.3 million in 2014, 2013 and 2012, and is presented as part of Rental Income in the consolidated statements of income. There was no contingent rent recognized as of those dates. The operating lease commitments of the Group as a lessor are fully disclosed in Note 17.2.

There are no direct operating expenses incurred with respect to investment property except for depreciation charges presented as Cost of Services in the consolidated statements of income (see Note 11).

The fair market values of these properties are P32.8 million, and P35.9 million as of December 31, 2014, and 2013, respectively. These are determined by calculating the present value of the cash inflows anticipated until the end of the life of the investment property using a discount rate of 10% both in 2014 and 2013.

Other information about the fair value measurement and disclosures related to the investment property are presented in Note 20.

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10. TRADE AND OTHER PAYABLES

The details of this account are as follows:

Note 2014 2013

Non-trade payable P 25,503,746 P 25,503,746 Trade payables 26,232,987 14,147,374 Accrued expenses 23,348,873 15,497,060 Withholding taxes payable 4,388,681 6,113,284 Customers’ deposits 2,395,796 2,510,796 Output VAT payable 2,125,401 3,520,354 Others 14.4 3,258,796 4,530,553

P 87,254,280 P 71,823,167

Non-trade payable pertains to a liability payable on demand to a third party which was initially payable to Empire East Land Holdings, Inc. (EELHI), a related party under common ownership.

Accrued expenses mainly include utilities, professional fees and other accruals.

Others include advances from customers.

11. OPERATING EXPENSES BY NATURE

The details of operating expenses by nature are shown below.

Notes 2014 2013 2012

Salaries and employee benefits 12 P 186,187,958 P 204,126,206 P 155,811,772 Outside services 15,077,636 3,897,682 2,107,967 Service costs 13,205,789 14,213,193 12,829,504 Depreciation and amortization 7, 8, 9 12,966,563 10,093,754 9,756,269 Utilities 4,753,154 7,314,700 2,043,988 Taxes and licenses 3,045,688 1,750,816 1,376,470 Professional fees 2,448,010 1,418,550 1,285,696 Others 14.4, 17.1 12,380,020 8,864,978 6,859,259

P 250,064,818 P 251,679,879 P 192,070,925

Others include rentals, office supplies, entertainment costs, repairs and maintenance, dues and charges, insurance, trainings and seminars and printing and photocopying.

These expenses are classified in the consolidated statements of income as follows:

2014 2013 2012

Cost of services P 209,124,971 P 218,800,469 P 174,048,109 Operating expenses 40,939,847 32,879,410 18,022,816

P 250,064,818 P 251,679,879 P 192,070,925

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12. EMPLOYEE BENEFITS

12.1 Salaries and Employee Benefits

Expenses recognized as salaries and employee benefits (see Note 11) are presented below.

2014 2013 2012

Salaries and wages P 114,860,897 P 110,657,580 P 98,368,187 Retirement benefits 13,535,447 31,240,154 13,234,791 Other employment benefits 57,791,614 62,228,472 44,208,794

P 186,187,958 P 204,126,206 P 155,811,772

12.2 Post-employment Benefit Obligation

The Parent Company has not yet established a formal post-employment benefit plan and does not accrue post-employment benefits for its two employees due to insignificance of the amount. However, the Parent Company’s subsidiary maintains an unfunded non-contributory post-employment benefit plan covering all its regular full-time employees.

(a) Explanation of Amounts Presented in the Consolidated Financial Statements

Actuarial valuations are made annually to update the retirement benefit costs and the amount of contributions. All amounts presented below are based on the actuarial valuation report obtained from an independent actuary in 2014 and 2013.

The movements in present value of the retirement benefit obligation recognized are as follows:

2014 2013

Balance at beginning of year P 124,037,904 P 118,687,143 Current service 13,535,447 31,240,154 Interest costs 6,090,261 6,682,086 Remeasurements – Actuarial losses (gains) arising from: Experience adjustments 7,147,443 ( 50,616,217 ) Change in financial assumption 6,877,655 18,044,738

Balance at end of year P 157,688,710 P 124,037,904

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The components of amounts recognized in profit or loss and in other comprehensive income in respect of the defined benefit post-employment plan are as follows:

2014 2013 2012

Reported in profit or loss: Current service costs P 13,535,447 P 31,240,154 P 13,234,791 Interest costs 6,090,261 6,682,086 5,340,423

P 19,625,708 P 37,922,240 P 18,575,214

Reported in other comprehensive income (loss) – Actuarial gains (losses) arising from: Experience adjustments ( P 7,147,443 ) P 50,616,217 P 3,169,172 Change in financial assumption ( 6,877,655 ) ( 18,044,738 ) ( 17,834,326 )

( P 14,025,098 ) P 32,571,479 ( P 14,665,154 )

The amounts of post-employment benefit expense are allocated as follows:

Note 2014 2013 2012

Cost of services P 11,099,067 P 25,616,926 P 10,852,529 Operating expenses 2,436,380 5,623,228 2,382,262

12.1 P 13,535,447 P 31,240,154 P 13,234,791

The net interest expense is included in Finance Costs under Cost and Expenses section in the consolidated statements of income.

Amounts recognized in other comprehensive income were included within items that will not be reclassified subsequently to profit or loss.

In determining the amounts of the defined benefit post-employment obligation, the following significant actuarial assumptions were used:

2014 2013

Discount rates 4.69% 4.91% Expected rate of salary increases 10.00% 10.00%

Assumptions regarding future mortality are based on published statistics and mortality tables. The average expected remaining working life of employees retiring at 60 is 22 for both male and female. These assumptions were developed by management with the assistance of an independent actuary. Discount factors are determined close to the end of each reporting period by reference to the interest rates of a zero coupon government bonds with terms to maturity approximating to the terms of the post-employment obligation. Other assumptions are based on current actuarial benchmarks and management’s historical experience.

The Group has yet to determine the amount of contribution to its retirement benefit plan in the future.

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(b) Risks Associated with the Retirement Plan

The plan exposes the Group to actuarial risks such as interest rate risk, longevity risk and salary risk.

(i) Interest Rate Risks

The present value of the defined benefit obligation is calculated using a discount rate determined by reference to market yields of government bonds. Generally, a decrease in the interest rate of a reference government bonds will increase the plan obligation.

(ii) Longevity and Salary Risks

The present value of the defined benefit obligation is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment, and to their future salaries. Consequently, increases in the life expectancy and salary of the plan participants will result in an increase in the plan obligation.

The information on the sensitivity analysis for certain significant actuarial assumptions are described below and in the succeeding pages.

(i) Sensitivity Analysis

The following table summarizes the effects of changes in the significant actuarial assumptions used in the determination of the defined benefit obligation:

Impact on Post-employment Benefit Obligation Change in Increase in Decrease in Assumption Assumption Assumption

December 31, 2014

Discount rate +/- 0.5% ( P 15,137,492 ) P 17,012,926 Salary growth rate +/- 1.0% 32,234,840 ( 26,491,032 )

December 31, 2013

Discount rate +/- 0.5% ( P 12,865,505 ) P 14,561,115 Salary growth rate +/- 1.0% ( 28,407,608 ) ( 22,935,699)

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. This analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation recognized in the consolidated statements of financial position.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years. - 35 -

(ii) Funding Arrangements and Expected Contributions

The Group has no formal retirement benefit plan as of December 31, 2014; hence, it does not expect to make any contributions in 2015.

The maturity profile of undiscounted expected benefit payments for the next ten years as of December 31, 2014 are as follows:

2014 2013

More than one year to five years P 4,923,645 P 5,839,156 More than five years to ten years 13,668,228 9,550,108

P 18,591,873 P 15,389,264

The weighted average duration of the defined benefit obligation at the end of the reporting period is 20 years.

13. TAXES

The components of tax expense relating to profit or loss and other comprehensive income follow:

2014 2013 2012

Reported in consolidated statement of income: Current tax expense: Regular corporate income tax (RCIT) at 30% P 22,837,172 P 12,696,824 P 7,873,186 Final tax 429,894 3,626,194 139,274 Minimum corporate income tax (MCIT) at 2% 38,616 1,332 20,657 23,305,682 16,324,350 8,033,117 Deferred tax income relating to origination and reversal of temporary differences ( 7,974,951 ) ( 11,376,672 ) ( 5,572,564 )

P 15,330,731 P 4,947,678 P 2,460,553

Reported in consolidated statement of comprehensive income – Deferred tax income (expense) relating to origination and reversal of temporary differences P 4,207,530 ( P 9,771,444 ) P 4,399,546

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A reconciliation of tax on pretax profit computed at the applicable statutory rates to tax expense reported in the consolidated statements of income is as follows:

2014 2013 2012

Tax on pretax profit at 30% P 13,244,969 P 7,357,111 P 2,627,386 Adjustment for income subjected to lower income tax rates ( 214,947 ) ( 3,117,651 ) ( 84,513) Tax effects of: Deferred tax assets related to valuation allowance 788,316 708,218 613,785 Non-deductible expenses 1,512,393 - 736,995 Non-taxable income - - ( 1,433,100 )

P 15,330,731 P 4,947,678 P 2,460,553

The Parent Company and CityLink did not recognize deferred tax assets on the following valuation allowance based on management’s evaluation that such deferred tax assets may not be recovered in future years:

2014 2013 Amount Tax Effect Amount Tax Effect

Net operating loss carryover (NOLCO) P 6,841,387 P 2,052,416 P6,868,365 P 2,060,510 MCIT 60,605 60,605 24,824 24,824

P 6,901,992 P 2,113,021 P 6,893,189 P 2,085,334

The details of NOLCO, which can be claimed as deduction by the Parent Company and CityLink from future taxable income within three years from the year such loss was incurred, are shown below.

Year Original Expired Remaining Valid Incurred Amount Amount Balance Until

2014 P 2,508,008 P - P 2,508,008 2017 2013 2,356,287 - 2,356,287 2016 2012 1,977,092 - 1,977,092 2015 2011 2,534,986 2,534,986 - 2014

P 9,376,373 P 2,534,986 P 6,841,387

The breakdown of MCIT which can be claimed as a credit against the Parent Company’s and Citylink’s RCIT is as follows:

Year Original Expired Remaining Valid Incurred Amount Amount Balance Until

2014 P 38,616 P - P 38,616 2017 2013 1,332 - 1,332 2016 2012 20,657 - 20,657 2015 2011 2,835 2,835 - 2014

P 63,440 P 2,835 P 60,605

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The Group is subject to MCIT which is computed at 2% of gross income, as defined under the tax regulations or RCIT, whichever is higher. The Parent Company reported MCIT in 2014, 2013 and 2012 while CityLink reported MCIT in 2014 and 2012, since they are in a taxable loss position in those years. MCIT amounting to P2,835 expired in 2014. FOPMI, on the other hand, did not report any MCIT in 2014, 2013 and 2012 as the RCIT is higher than MCIT in both years.

The deferred tax assets recognized by FOPMI as of December 31, 2014 and 2013 relate to the following:

2014 2013

Retirement benefit obligation P 47,306,613 P 37,211,371 Allowance for impairment of receivables 4,510,633 2,423,394

P 51,817,246 P 39,634,765

Consolidated Consolidated Profit or Loss Other Comprehensive Income 2014 2013 2012 2014 2013 2012

Retirement benefit obligation P 5,887,712 P 11,376,672 P 5,572,564 P 4,207,530 ( P 9,771,444) P 4,399,546 Allowance for impairment 2,087,239 - - - - -

P 7,974,951 P 11,376,672 P 5,572,564 P 4,207,530 ( P 9,771,444) P 4,399,546

In 2014, 2013 and 2012, the Group opted to continue claiming itemized deductions in computing for its income tax due.

14. RELATED PARTY TRANSACTIONS

The Group’s transactions with related parties, which include a stockholder, related parties by common ownership and the Group’s key management, are described below.

2014 2013 Related Party Amount of Outstanding Amount of Outstanding Category Notes Transaction Balance Transaction Balance

Stockholder: Subscription receivable 14.1 P - P 187,500,000 P - P 187,500,000 Payment of advances 14.3 - 6,364,603 ( 22,552,992 ) 6,364,603 Sale of AFS securities 14.5 - - 117,809,201 -

Related Parties Under Common Ownership: Granting of advances 14.2 9,619,110 46,268,824 8,098,764 36,649,714 Obtaining (payment) of advances 14.3 13,994,521 84,337,420 ( 17,277,090 ) 70,942,899 Lease of properties 14.4 1,342,092 79,645 1,023,762 75,852

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14.1 Subscription Receivable

On November 11, 2005, the BOD approved the increase in the Company’s authorized capital stock by P1.0 billion divided into 1,000,000,000 shares at P1.0 par value per share. Out of the total increase, 25% was subscribed by one of the investors with a total value of P250.0 million, of which P62.5 million was paid to the Company representing 25% of the subscription. The subscription receivable, which is unsecured and noninterest-bearing, remains outstanding as of December 31, 2014 and 2013.

14.2 Due from Related Parties

The Group grants unsecured and noninterest-bearing cash advances to its related parties for working capital requirements. These advances have no repayment terms and are payable on demand. The details of due from related parties as of December 31, 2014 and 2013 is as follows:

2014 2013

Due from related parties P 46,388,433 P 36,769,323 Allowance for impairment ( 119,609) ( 119,609)

P 46,268,824 P 36,649,714

The movements in due from related parties are as follows:

2014 2013

Balance at beginning of year P 36,649,714 P 28,550,950 Additions 9,619,110 22,270,330 Repayments - ( 14,171,566 )

Balance at end of year P 46,268,824 P 36,649,714

Based on management’s assessment, no impairment loss is necessary to be recognized in 2014 and 2013 on these advances.

14.3 Due to Related Parties

The Group obtains unsecured, and noninterest-bearing advances from Megaworld and related parties under common ownership for working capital purposes. These advances have no repayment terms and payable on demand.

2014 2013

Stockholder P 6,364,603 P 6,364,603 Other related parties 84,337,420 70,942,899

P 90,702,023 P 77,307,502

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The movements in due to related parties are as follows:

2014 2013

Balance, beginning of year P 77,307,502 P 94,534,592 Additions 15,783,923 6,387,052 Repayments ( 2,389,402 ) ( 23,614,142 )

Balance, end of year P 90,702,023 P 77,307,502

14.4 Lease of Properties

The subsidiary has existing agreements with related parties under common ownership for the lease of its office facilities for a period of 12 months renewable annually at the subsidiary’s option. Rental charges arising from these transactions are presented as Others under Operating Expenses account in the consolidated statements of income (see Note 11). The unpaid rentals are shown as part of Others under Trade and Other Payables account in the consolidated statements of financial position (see Note 10).

14.5 Sale of AFS Securities

In June 2013, the Parent Company sold its remaining investment in SPI to Megaworld for a consideration of P117.8 million, the related gain on sale of investment amounting to P20.6 million is presented as Gain on Sale of Available-for-Sale Financial Asset in the 2013 consolidated statement of income.

14.6 Key Management Personnel Compensation

The compensation of Group’s key management personnel in 2014 and 2013 is broken down as follows:

2014 2013

Salaries and short-term benefits P 8,751,222 P 6,234,423 Retirement benefit 619,843 387,114

P 9,371,065 P 6,621,537

The Parent Company’s administrative functions are being handled by Megaworld, a significant stockholder, with no cost to the Parent Company.

15. EARNINGS PER SHARE

The basic and diluted EPS is computed as follows:

2014 2013 2012

Net profit P 28,819,166 P 19,576,024 P 6,297,401 Divided by the weighted average number of outstanding shares 2,250,000,000 2,250,000,000 2,250,000,000

Basic and diluted EPS P 0.013 P 0.009 P 0.003

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The Group has no potentially dilutive shares as of the end of each reporting period.

16. EQUITY

The details of this account as of December 31 are as follows:

2014 2013 2012

Capital stock P 2,062,500,000 P 2,062,500,000 P 2,062,500,000 Revaluation reserve ( 25,899,604 ) ( 16,082,036 ) ( 38,882,071 ) Deficit ( 1,890,042,970 ) ( 1,918,862,136 ) ( 1,938,438,160 )

P 146,557,426 P 127,555,828 P 85,179,769

On June 9, 2006, the SEC approved the listing of the Company’s shares totalling P2.0 billion. The shares were initially issued at an offer price of P1.00 per share. There was no additional listing of shares subsequent to initial listing. As of December 31, 2014 and 2013, there are 1,616 and 1,631 holders of the listed shares, respectively, which closed at P1.15 and P0.89 per share, respectively.

On August 14, 2013, the BOD approved a pre-emptive rights offer to holders of its common shares which will entitle them to subscribe to 2.5 new shares for every common share held as of record date, to be set by the Company after approval by the Philippine Stock Exchange (PSE) of the listing of the rights shares.

The rights shares will be offered at the price of one peso per share, equivalent to the par value of the Company’s common shares. 25% of the subscription price shall be payable upon submission of the application for subscription and the balance of 75% shall be payable upon call by the BOD to be made not later than three years from the approval by the stockholders of the increase in capital stock. Subscribers shall have the option of paying 100% of the subscription price upon application for subscription.

Proceeds of the rights offer will be used to fund various investment opportunities. As of December 31, 2014, the said issuance of stock rights has not yet been approved by the PSE.

In September and November 2014, the BOD and the stockholders, respectively, approved an increase in authorized capital stock from 3.0 billion common shares with par value of P1 per share to 23.0 billion common shares with par value of P1 per share. As of December 31, 2014, the application for the increase in authorized capital stock has not been filed with the SEC.

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17. COMMITMENTS AND CONTINGENCIES

17.1 Operating Lease Commitment – Group as a Lessee

The Group is a lessee under several operating leases covering its office facilities. The lease agreements have terms ranging from one month to one year and renewable upon the terms and conditions as may be agreed by the parties. The future minimum rentals payable within one year under these operating leases as of December 31, 2014, 2013 and 2012 amounted to P2.7 million, P1.0 million and P0.9 million, respectively. Total rental expense in 2014, 2013 and 2012 from these operating leases shown as part of Others under Operating Expenses account in the consolidated statements of income amounted to P1.3 million, P1.0 million and P0.6 million, respectively (see Note 11).

17.2 Operating Lease Commitment – Group as a Lessor

The Group is a lessor under several operating leases covering its condominium units. The lease agreements have terms ranging from one month to one year and renewable upon the terms and conditions as may be agreed by the parties. The future minimum rentals receivable within one year under these operating leases as of December 31, 2014 and 2013 amounted to P0.4 million and P0.8 million, respectively. Total rental income in 2014, 2013 and 2012 from these operating leases shown as part of Rental Income under Revenues account in the consolidated statements of income amounted to P1.3 million both in 2014, 2013 and 2012.

Also, the Group is a lessor under various service transport lease agreements covering its transportation equipment. The lease agreements are short-term in nature but can be renewed upon mutual agreements by the parties and; accordingly, no future minimum rental receivables are disclosed. Total rental from these lease agreements amounted to P7.4 million, P8.1 million and P7.1 million in 2014, 2013 and 2012, respectively, and is presented as part of Rental Income account under Revenues section in the consolidated statements of income.

17.3 Others

18. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to a variety of financial risks in relation to financial instruments. The Group’s risk management is coordinated with the BOD and focuses on actively securing the Group’s short- to medium-term cash flows by minimizing the exposure to financial markets.

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The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The financial risks to which the Group is exposed to are described below.

18.1 Interest Rate Risk

As at December 31, 2014 and 2013, the Group is exposed to changes in market interest rates through its cash and cash equivalents which are subject to variable interest rates (see Note 5).

The following illustrates the sensitivity of the profit before tax and preacquisition loss in 2014 and 2013 to a reasonably possible change in interest rates of +/- 3.80% and +/- 4.05%, respectively, with effect from the beginning of the year. This percentage has been determined based on the average market volatility in interest rate in the previous 12 months, estimated at 95% level of confidence.

The sensitivity analysis is based on the Group’s financial instruments held at December 31, 2014 and 2013 with effect estimated from the beginning of the year. All other variables held constant, if interest rate increased by 3.80% and 4.05% in 2014 and 2013, the profit before tax in 2014 and 2013 would have increased by P8.8 million and P7.0 million, respectively. Conversely, if the interest rate decreased by same percentage, profit before tax in 2014 and 2013 would have been lowered by the same amount.

18.2 Credit Risk

Credit risk is the risk that a counterparty may fail to discharge an obligation to the Group. Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the consolidated statements of financial position or in the detailed analysis provided in the notes to consolidated financial statements. As of December 31, 2014 and 2013, the Group has the following financial assets:

Notes 2014 2013

Cash and cash equivalents 5 P 230,662,973 P 172,226,157 Trade and other receivables – net 6 93,926,266 85,816,261 Due from related parties – net 14.2 46,268,824 36,649,714

P 370,858,063 P 294,692,132

None of the Group’s financial assets are secured by collateral or other credit enhancements except for cash and cash equivalents as described below.

(a) Cash and Cash Equivalents

The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Cash in bank, which are insured by the Philippine Deposit Insurance Corporation up to a maximum coverage of P500,000 per depositor per banking unit as provided for under Republic Act 9302, Charter of Philippine Deposit Insurance Corporation, are still subject to credit risk.

- 43 -

(b) Trade and Other Receivables

In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counter party or any group of counterparties having similar characteristics. Based on historical default rates, the balance of receivables, which are not impaired relates to reputable companies that have a good track record with the Group.

Some of the unimpaired trade receivables are past due as at the end of the reporting period. No other financial assets are past due at the end of the reporting period. Trade receivables that are past due but not impaired as of December 31, 2014 and 2013 are shown below.

2014 2013

Not more than 3 months P 21,415,936 P 4,838,388 More than 3 months but not more than 6 months 8,423,954 2,544,693 More than 6 months but not more than one year 14,207,968 2,239,018 More than one year 34,181,875 69,575,757

P 78,229,733 P 79,197,856

In respect of due from related parties, the Group is not exposed to any significant credit risk exposure because management considers the credit quality of receivables from related parties to be good.

18.3 Liquidity Risk

As at December 31, 2014, the Group’s consolidated financial liabilities have contractual maturities which are presented below.

within 6 months 6 - 12 months

Trade and other payables P 47,697,796 P 30,646,606 Due to related parties 90,702,023 -

P 138,399,819 P 30,646,606

- 44 -

As at December 31, 2013, the Group consolidated financial liabilities have contractual maturities which are presented below.

within 6 months 6 - 12 months

Trade and other payables P 29,546,160 P 30,132,573 Due to related parties 77,307,502 -

P 106,853,662 P 30,132,573

The Group does not have noncurrent financial liabilities as of December 31, 2014.

The above contractual maturities reflect the gross cash flows, which may differ from the carrying values of the liabilities at the end of each reporting periods.

19. CATEGORIES AND FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

19.1 Carrying Amounts and Fair Values by Category

The carrying amounts and fair values of the categories of financial assets and financial liabilities presented in the consolidated statements of financial position are shown below.

2014 2013 Notes Carrying Values Fair Values Carrying Values Fair Values Financial Assets Loan and receivables:

Cash and cash equivalents 5 P 230,662,973 P 230,662,973 P 172,226,157 P 172,226,157 Trade and other receivables 6 93,926,266 93,926,266 85,816,261 85,816,261

Due from related parties 14.2 46,268,824 46,268,824 36,649,714 36,649,714

P 370,858,063 P 370,858,063 P 294,692,132 P 294,692,132

Financial liabilities Financial liabilities at amortized cost: Trade and other payables 10 P 78,344,402 P 78,344,402 P 59,678,733 P 59,678,733 Due to related parties 14.3 90,702,023 90,702,023 77,307,502 77,307,502

P 169,046,425 P 169,046,425 P 136,986,235 P 136,986,235

See Notes 2.4 and 2.9 for a description of the accounting policies for each category of financial instruments. A description of the Group’s risk management objectives and policies for financial instruments is provided in Note 18.

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19.2 Offsetting of Financial Assets and Financial Liabilities

The Group does not have relevant offsetting arrangements, except as disclosed in Notes 14.2 and 14.3. Currently, all other financial assets and financial liabilities are settled on a gross basis; however, each party to the financial instrument (particularly related parties) will have the option to settle all such amounts on a net basis in the event of default of the other party through approval by both parties’ BOD and shareholders. As such, the Group’s outstanding receivables from and payables to the same related parties can be potentially offset to the extent of their corresponding outstanding balances.

20. FAIR VALUE MEASUREMENT AND DISCLOSURES

20.1 Fair Value Hierarchy

In accordance with PFRS 13, the fair value of financial assets and liabilities and non-financial assets which are measured at fair value on a recurring or non-recurring basis and those assets and liabilities not measured at fair value but for which fair value is disclosed in accordance with other relevant PFRS, are categorized into three levels based on the significance of inputs used to measure the fair value. The fair value hierarchy has the following levels:

(a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at the measurement date;

(b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and,

The level within which the asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

For purposes of determining the market value at Level 1, a market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

20.2 Financial Instruments Measured at Amortized Cost for which Fair Value is Disclosed

The Group’s financial assets which are not measured at fair value in the 2014 consolidated statement of financial position but for which fair value is disclosed include cash and cash equivalents, which are categorized as Level 1, and trade and other receivables and due from related parties, which are categorized as Level 3. Financial liabilities which are not measured at fair value but for which fair value is disclosed pertain to trade and other payables and due to related parties which are categorized under Level 3.

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For financial assets with fair values included in Level 1, management considers that the carrying amounts of these financial instruments approximate their fair values due to their short-term duration.

The fair values of the financial assets and financial liabilities included in Level 3, which are not traded in an active market, are determined based on the expected cash flows of the underlying net asset or liability based on the instrument where the significant inputs required to determine the fair value of such instruments are not based on observable market data.

20.3 Fair Value Measurement for Non-financial Assets

Non-financial assets pertains to investment property comprising condominium units which fair value amounted to P32.8 million and P35.9 million as of December 31, 2014 and 2013, respectively. The fair value of investment property is determined by calculating the present value of the cash inflows anticipated until the end of the life of the investment property using a discount rate of 10% both in 2014 and 2013.

21. CAPITAL MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES

The Group’s capital management objectives are to:

• Ensure the Group’s ability to continue as a going concern; and,

• Provide an adequate return to shareholders in the future.

SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES December 31, 2014

Statement of Management's Responsibility for Consolidated Financial Statements

Report of Independent Auditors on Supplementary Schedules Filed Separately from the Basic Financial Statements

(1) Supplementary Schedules to Financial Statements (Annex 68-E, SRC Rule 68)

Schedule Contents Page No.

A Financial Assets Financial Assets at Fair Value Through Profit or Loss N/A Held-to-maturity Investments N/A Available-for-sale Financial Assets N/A

B Amounts Receivables/Accounts Payables from/to Directors, Officers, Employees, Related Parties, and Principal Stockholders (Other than Related Parties) 1

C Amounts Receivable from Related Parties which are Eliminated during Consolidation of Financial Statements N/A

D Intangible Assets - Other Assets 2

E Long-term Debt N/A

F Indebtedness to Related Parties 3

G Guarantees of Securities of Other Issuers N/A

H Capital Stock 4

(2) Reconciliation of Deficit 5

(3) Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange 6 Commission and the Financial Reporting Standards Council as of December 31, 2014

(4) Map Showing the Relationship Between the Company and its Related Entities 7

(5) Summary of Application of Initial Public Offering Proceeds N/A

(6) Schedule of Financial Soundness Indicator 8 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES SCHEDULE B - Amounts Receivables/Accounts Payable from/to Directors, Officers, Employees, Related Parties, and Principal Stockholders (Other than Related Parties) DECEMBE 31, 2014 (Amounts in Philippine Peso)

Deductions Ending Balance

Balance at beginning Amounts written Name and designation of debtor Additions Amounts Collected Current Not Current Balance at the end of period of period off

Officers and Employees P 11,116,446 ( P 869,787 ) P 6,673,814 P 3,572,845 P 10,246,659

- 1 - SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule D Intangible Assets - Other Assets December 31, 2014

Deduction Charged to Beginning Charged to cost Other charges Description (i) Additions at cost (ii) other Ending balance balance and expenses additions accounts (deductions)

Computer license software P 3,523,896 P 782,143 ( P 1,471,532 ) ( P 788,732 ) P 2,045,775

- 2 - SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule D Indebtedness to Related Parties December 31, 2014

Balance at the beginning of Name of related party Balance at the end of year year

Empire East Landholdings, Inc. P 34,449,016 P 34,449,016 Golden Hands Multipurpose Corporation 5,868,141 12,252,064 Megaworld Corporation 6,364,603 6,364,603 Eastwood Cyber One Corporation 3,904,593 3,904,593 Megaworld Land, Inc. 4,000,000 4,000,000 Others 22,721,149 29,731,747

Total P 77,307,502 P 90,702,023

- 3 - SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule H Capital Stock SUNTRUST HOME DEVELOPERS, INC.

Number of shares held by

Number of shares issued Number of shares Number of shares and outstanding as shown reserved for options, Directors, officers Title of Issue Related parties Others authorized under related balance sheet warrants, conversion and and employees caption other rights

Common 3,000,000,000 2,250,000,000 - 955,834,992 7 1,294,165,001

- 4 - SUNTRUST HOME DEVELOPERS, INC. 6th Floor, The World Centre Building 330 Sen. Gil Puyat Avenue, Makati City

Reconciliation of Retained Earnings Available for Dividend Declaration For the Year Ended December 31, 2014

Deficit, at beginning of year ( P 1,938,673,113 )

Net Income Realized during the Year Net income per audited financial statements ( 1,406,172 )

Deficit, at end of year ( P 1,940,079,285 )

- 5 - SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange Commission and the Financial Reporting Standards Council as of December 31, 2014

Not Not PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Adopted Applicable

Framework for the Preparation and Presentation of Financial Statements a Conceptual Framework Phase A: Objectives and Qualitative Characteristics a Practice Statement Management Commentary a

Philippine Financial Reporting Standards (PFRS)

First-time Adoption of Philippine Financial Reporting Standards a Amendments to PFRS 1: Additional Exemptions for First-time Adopters a

PFRS 1 Amendment to PFRS 1: Limited Exemption from Comparative PFRS 7 Disclosures for First- a (Revised) time Adopters Amendments to PFRS 1: Severe Hyperinflation and Removal of Fixed Date for a First-time Adopters

Amendment to PFRS 1: Government Loans a Share-based Payment a a PFRS 2 Amendments to PFRS 2: Vesting Conditions and Cancellations Amendments to PFRS 2: Group Cash-settled Share-based Payment Transactions a

PFRS 3 Business Combinations a (Revised) Insurance Contracts a PFRS 4 Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts a PFRS 5 Non-current Assets Held for Sale and Discontinued Operations a PFRS 6 Exploration for and Evaluation of Mineral Resources a Financial Instruments: Disclosures a Amendments to PFRS 7: Transition a Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets a

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and a Transition PFRS 7 Amendments to PFRS 7: Improving Disclosures about Financial Instruments a Amendments to PFRS 7: Disclosures - Transfers of Financial Assets a

Amendments to PFRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities a

Amendment to PFRS 7: Mandatory Effective Date of PFRS 9 and Transition Disclosures* a (effective when PFRS 9 is first applied) PFRS 8 Operating Segments a PFRS 9 Financial Instruments* (effective January 1, 2018) a Consolidated Financial Statements a Amendment to PFRS 10: Transition Guidance a PFRS 10 Amendment to PFRS 10: Investment Entities** a

Amendment to PFRS 10: Investment Entities – Applying the Consolidation Exception* a (effective January 1, 2016) Joint Arrangements a PFRS 11 Amendment to PFRS 11: Transition Guidance a Disclosure of Interests in Other Entities a Amendment to PFRS 12: Transition Guidance a PFRS 12 Amendment to PFRS 12: Investment Entities** a

Amendment to PFRS 10: Investment Entities – Applying the Consolidation Exception* a (effective January 1, 2016) PFRS 13 Fair Value Measurement a PFRS 14 Regulatory Deferral Accounts* (effective January 1, 2018) a

1 of 4 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange Commission and the Financial Reporting Standards Council as of December 31, 2014

Not Not PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Adopted Applicable

Philippine Accounting Standards (PAS)

Presentation of Financial Statements a

Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on a PAS 1 Liquidation** (Revised) Amendment to PAS 1: Presentation of Items of Other Comprehensive Income a Amendment to PAS 1: Disclosure Initiative* (effective January 1, 2016) a PAS 2 Inventories a PAS 7 Statement of Cash Flows a PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors a

PAS 10 Events after the Reporting Period a PAS 11 Construction Contracts a Income Taxes a PAS 12 Amendment to PAS 12 - Deferred Tax: Recovery of Underlying Assets a PAS 16 Property, Plant and Equipment a PAS 17 Leases a PAS 18 Revenue a

Employee Benefits a PAS 19 (Revised) Amendment to PAS 19: Defined Benefit Plans - Employee Contributions a (effective July 1, 2014)* PAS 20 Accounting for Government Grants and Disclosure of Government Assistance a The Effects of Changes in Foreign Exchange Rates** a PAS 21 Amendment: Net Investment in a Foreign Operation** a PAS 23 Borrowing Costs a (Revised) PAS 24 Related Party Disclosures a (Revised) PAS 26 Accounting and Reporting by Retirement Benefit Plans a

PAS 27 Separate Financial Statements a (Revised) Amendment to PAS 27: Investment Entities** a

Investments in Associates and Joint Ventures a PAS 28 (Revised) Amendment to PAS 28: Investment Entities - Applying the Consolidation Exception** a

PAS 29 Financial Reporting in Hyperinflationary Economies a Financial Instruments: Presentation a

Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on a Liquidation** PAS 32 Amendment to PAS 32: Classification of Rights Issues** a

Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities a

PAS 33 Earnings per Share a PAS 34 Interim Financial Reporting a Impairment of Assets a PAS 36 Amendment to PAS 36: Recoverable Amount Disclosures for Non-financial Assets a PAS 37 Provisions, Contingent Liabilities and Contingent Assets a PAS 38 Intangible Assets a

2 of 4 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange Commission and the Financial Reporting Standards Council as of December 31, 2014

Not Not PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Adopted Applicable

Financial Instruments: Recognition and Measurement a

Amendments to PAS 39: Transition and Initial Recognition of Financial Assets and Financial a Liabilities

Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions** a

Amendments to PAS 39: The Fair Value Option** a Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts** a PAS 39 Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets** a

Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and a Transition**

Amendments to Philippine Interpretation IFRIC 9 and PAS 39: Embedded Derivatives** a

Amendment to PAS 39: Eligible Hedged Items** a

Amendment to PAS 39: Novation of Derivatives and Continuation of Hedge Accounting** a

PAS 40 Investment Property a PAS 41 Agriculture a

Philippine Interpretations - International Financial Reporting Interpretations Committee (IFRIC)

IFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities a IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments a IFRIC 4 Determining Whether an Arrangement Contains a Lease a Rights to Interests Arising from Decommissioning, Restoration and Environmental IFRIC 5 a Rehabilitation Funds Liabilities Arising from Participating in a Specific Market - Waste Electrical and Electronic IFRIC 6 a Equipment Applying the Restatement Approach under PAS 29, Financial Reporting in Hyperinflationary IFRIC 7 a Economies Reassessment of Embedded Derivatives** a IFRIC 9 Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives** a a

IFRIC 10 Interim Financial Reporting and Impairment a IFRIC 12 Service Concession Arrangements a IFRIC 13 Customer Loyalty Programmes a

PAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their a Interaction IFRIC 14 Amendments to Philippine Interpretations IFRIC - 14, Prepayments of a Minimum Funding a Requirement and their Interaction IFRIC 16 Hedges of a Net Investment in a Foreign Operation a IFRIC 17 Distributions of Non-cash Assets to Owners** a IFRIC 18 Transfers of Assets from Customers** a IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments** a IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine** a IFRIC 21 Levies** a

3 of 4 SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES Schedule of Philippine Financial Reporting Standards and Interpretations Adopted by the Securities and Exchange Commission and the Financial Reporting Standards Council as of December 31, 2014

Not Not PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Adopted Applicable

Philippine Interpretations - Standing Interpretations Committee (SIC)

SIC-7 Introduction of the Euro a SIC-10 Government Assistance - No Specific Relation to Operating Activities a SIC-13 Jointly Controlled Entities - Non-Monetary Contributions by Venturers a SIC-15 Operating Leases - Incentives a SIC-25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders** a SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease a SIC-29 Service Concession Arrangements: Disclosures a SIC-31 Revenue - Barter Transactions Involving Advertising Services** a SIC-32 Intangible Assets - Web Site Costs a

* These standards will be effective for periods subsequent to 2014 and are not early adopted by the Group.

** These standards have been adopted in the preparation of financial statements but the Group has no significant transactions covered in both years presented.

4 of 4 ALLIANCE GLOBAL GROUP, INC. Schedule K Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Alliance Global Group, Inc. (Parent Company)

A M C Travellers International Hotel Golden Arches Development, Greenspring Investment Holdings Emperador, Inc. Adams Properties, Inc. Travellers Group, Ltd. Megaworld Corporation* B Group, Inc.** Inc.*** Properties, Ltd. (1) (1) (1) (1) (1) (1) (1) N D C *see schedule K-5 *see schedule K-1 **see schedule K-2 ***see schedule K-3

B Megaworld Resort Estates, Inc. Resorts World Bayshore City, Inc. Venezia Universal, Ltd. Global Estate Resorts, Inc.**** First Centro, Inc. Alliance Global Cayman, Inc. Alliance Global Brands, Inc. A A (1) (1) (1) (1) (1) (1) (1) C ****see schedule K- 4 S

Oceanic Realty Group Int'l, Inc. ERA Real Estate Exchange, Inc. Townsquare Development, Inc. Shiok Success International, Ltd. (1) (1) (1) Purple Flamingos Amusement (1) and Leisure Corporation (1)

Dew Dreams International, Ltd. A E G P Great American Foods, Inc. Q (1) (1) Red Falcon Amusement and Golden Panda - ATI Realty Leisure Corporation Corporation (1) (1) McKester America, Inc. R (1)

McKester Pik-Nik International, Ltd. (1)

Tradewinds Estate, Inc.. (1)

Newtown Land Partners, Inc. (1)

Legend

(1) Subsidiary A Megaworld Corporation F Manila Bayshore Property Holdings, Inc. K Megaworld Global-Estates, Inc. P Sonoma Premier Land, Inc. (2) Associate B Adams Properties, Inc. G ResortsWorld Bayshore City, Inc. L Megaworld Central Properties, Inc. Q Gilmore Property Marketing Associates, Inc. (3) Jointly Controlled Entity C First Centro, Inc. H Townsquare Development, Inc. M Shiok Success International, Ltd. R Emperador Inc. D Newtown Land Partners, Inc. I Megaworld Resort-Estates, Inc. N Dew Dreams International, Ltd. S Travellers International Hotel Group, Inc. E Travellers International Hotel Group, Inc. J Twin Lakes Corporation O File-Estate Properties, Inc. ALLIANCE GLOBAL GROUP, INC. Schedule K-1 Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Alliance Global Group, Inc. (Parent Company)

Megaworld Corporation (1)

Woodside Greentown Properties, Mactan Oceanview Properties Megaworld Land, Inc. Prestige Hotels and Resorts, Inc. Oceantown Properties, Inc. Inc. and Holdings, Inc. (1) (1) (1) (1) (1)

Palm Tree Holdings Eastwood Cyber One Megaworld Newport Property Megaworld Central Properties, Megaworld Cayman Islands, Inc. Megaworld Cebu Properties, Inc. Development Corporation Corporation Holdings, Inc. Inc. (1) (1) (2) (1) (1) (1)

Global One Integrated Business Megaworld Globus Asia, Inc. Piedmont Property Ventures, Inc. Stonehaven Land, Inc. Streamwood Property, Inc. Megaworld-Deawoo Corporation Services Inc. (1) (1) (1) (1) (1) (1)

Philippine International Richmonde Hotel Group F I J K L Suntrust Properties, Inc. Suntrust Home Developers, Inc. Properties, Inc. International Ltd. (1) (2) (1) (1)

Suntrust Ecotown Developers, First Oceanic Property Citylink Coach Services, Inc. Inc. Management, Inc. (2) (1) (2)

Luxury Global Hotels and Davao Park District Lucky Chinatown Cinemas, Inc. Eastwood Cinema 2000, Inc. La Fureza, Inc. Luxury Global Malls, Inc. Leisure, Inc. Holdings, Inc. (1) (1) (1) (1) (1) (1)

Paseo Center Building City Walk Building Forbestown Commercial Center Uptown Commercial Center Empire East Land Holdings, Inc. Administration, Inc. Adminstration, Inc. Administration, Inc. Administration, Inc. (1) (1) (1) (1) (1)

Gilmore Property Marketing Valle Verde Properties, Inc. Empire East Communities, Inc. Sonoma Premier Land, Inc. C H Associates, Inc. (1) (1) (1) (1)

Eastwood Property Holdings, Laguna BelAir School, Inc. Sherman Oak Holdings, Inc. Inc. (1) (1) (1)

Bonifacio West Global-Estate Resorts, Inc. Development Inc. (1) (2)

Sunrays Property Management, Governor's Hills School, Inc. Suntrust One Shanata, Inc. Suntrust Two Shanata, Inc. Inc. (1) (1) (1) (1)

Legend

(1) Subsidiary (2) Associate (3) Jointly Controlled Entity

A Megaworld, Corp. J Twin Lakes Corporation S Megaworld Land Inc. B Adams Properties, Inc. K Megaworld Global-Estates, Inc. T Suntrust Properties, Inc. C First Centro, Inc. L Megaworld Central Properties, Inc. D Newtown Land Partners, Inc. M Shiok Success International, Ltd. E Travellers International Hotel Group, Inc. N Dew Dreams International, Ltd. F Manila Bayshore Property Holdings, Inc. O File-Estate Properties, Inc. G ResortsWorld Bayshore City, Inc. P Sonoma Premier Land, Inc. H Townsquare Development, Inc. Q Gilmore Property Marketing Associates, Inc. I Megaworld Resort Estates, Inc. R Emperador Inc. ALLIANCE GLOBAL GROUP, INC. Schedule K-2 Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Alliance Global Group, Inc. (Parent Company)

Travellers International Hotel Group, Inc. (1)

Entertainment City Integrated GrandVenture Management Net Deals, Inc. APEC Assets Limited Bright Leisure Management, Inc. Resorts and Leisure, Inc. Services, Inc. (1) (1) (1) (1) (1)

Grand Integrated Hotels and Majestic Sunrise Leisure and Genting Star Tourism Grand Services, Inc. Newport Star Lifestyle, Inc. Recreation, Inc. Recreation, Inc. (2) (1) (1) (1) (1)

Royal Bayshore Hotels and Lucky Star Hotels and FHTC Entertainment and Bright Pelican Leisure and Yellow Warbler Leisure and Amusement, Inc. Recreation, Inc. Production, Inc. Recreation, Inc. Recreation, Inc. (1) (1) (1) (1) (1)

Deluxe Hotels and Recreation, Manila Bayshore Property Inc. A Holdings, Inc. (1) (1)

A B C

Resorts World Bayshore City, Inc. (1)

Purple Flamingos Amusement Red Falcon Amusement and and Leisure Corporation Leisure Corporation (1) (1)

Legend

(1) Subsidiary (2) Associate (3) Jointly Controlled Entity

A Megaworld Corporation J Twin Lakes Corporation B Adams Properties, Inc. K Megaworld Global-Estates, Inc. C First Centro, Inc. L Megaworld Central Properties, Inc. D Newtown Land Partners, Inc. M Shiok Success International, Ltd. E Travellers International Hotel Group, Inc. N Dew Dreams International, Ltd. F Manila Bayshore Property Holdings, Inc. O File-Estate Properties, Inc. G ResortsWorld Bayshore City, Inc. P Sonoma Premier Land, Inc. H Townsquare Development, Inc. Q Gilmore Property Marketing Associates, Inc. I Megaworld Resort Estates, Inc. R Emperador Inc. ALLIANCE GLOBAL GROUP, INC. Schedule K-4 Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Megaworld Corporation

Global Estate Resorts, Inc. (1)

Fil-Estate Urban Development, Fil-Estate Realty and Sales Novo Sierra Holdings, Corp. Oceanfront Properties, Inc. Megaworld Global Estates, Inc. Corp. Associates, Inc. A (1) (1) (1) (1) (2)

Fil-Estate Network, Inc. File-Estate Sales, Inc. Fil-Estate Realty Corp. Nasugbu Properties, Inc. Twin Lakes Corp. O (2) (2) (2) (1) (1)

Fil-Estate Golf Development, Inc. (1)

Southwoods Ecocentrum, Inc. Golforce Inc. (formerly Fil-Estate Ecocentrum) (1) (1)

Philippine Acquatic Leisure Corp. (1)

Global Homes and Communities, Fil-Estate Properties, Inc. Inc. Southwood Mall, Inc. (1) (1) (1)

Fil-Estate Subic Development Pioneer L-5 Realty Corp. Blu Sky Airways, Inc.. Aklan Holdings, Inc. Prime Airways, Inc. Corp. (1) (1) (1) (1) (1)

Fil-Power Concrete Blocks, Sto. Domingo Place Golden Sun Airways, Inc. Fil-Power Construction Fil-Estate Industrial Park. Corp. Development Corp. (1) Equipment Leasing Corp.. (1) (1) (1) (1)

Sherwood Hills Development, La Compaña De Sta. Barbara, MCX Corp.. Boracay Newcoast Hotel Group, J Inc. Inc. (1) Inc. (1) (1) (2)

Legend

(1) Subsidiary (2) Associate (3) Jointly Controlled Entity

A Megaworld Corporation J Twin Lakes Corporation B Adams Properties, Inc. K Megaworld Globa- Estates, Inc. C First Centro, Inc. L Megaworld Central Properties, Inc. D Newtown Land Partners, Inc. M Shiok Success International, Ltd. E Travellers International Hotel Group, Inc. N Dew Dreams International, Ltd. F Manila Bayshore Property Holdings, Inc. O File-Estate Properties, Inc. G ResortsWorld Bayshore City, Inc. P Sonoma Premier Land, Inc. H Townsquare Development, Inc. Q Gilmore Property Marketing Associates, Inc. I Megaworld Resort Estates, Inc. R Emperador Inc. ALLIANCE GLOBAL GROUP, INC. Schedule K-3 Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Alliance Global Group, Inc. (Parent Company)

Golden Arches Development, Corp. (1)

Clark Mac Enterprises, Inc. First Golden Laoag Foods, Corp. Golden Laoag Foods, Corp. Retiro Golden Foods, Inc. Davao City Food Industries, Inc. (1) (1) (1) (1) (1)

Golden City Food Industries, Advance Food Concepts McDonald's Puregold Taguig McDonald's Bench Building Golde Arches Realty, Corp. Inc. Manufacturing, Inc. (1) (1) (1) (1) (1)

Red Asian Food, Inc. (1)

Legend

(1) Subsidiary (2) Associate (3) Jointly Controlled Entity

A Megaworld Corporation J Twin Lakes Corporation B Adams Properties, Inc. K Megaworld Global-Estates, Inc. C First Centro, Inc. L Megaworld Central Properties, Inc. D Newtown Land Partners, Inc. M Shiok Success International, Ltd. E Travellers International Hotel Group, Inc. N Dew Dreams International, Ltd. F Manila Bayshore Property Holdings, Inc. O File-Estate Properties, Inc. G ResortsWorld Bayshore City, Inc. P Sonoma Premier Land, Inc. H Townsquare Development, Inc. Q Gilmore Property Marketing Associates, Inc. I Megaworld Resort Estates, Inc. R Emperador Inc. ALLIANCE GLOBAL GROUP, INC. Schedule K-5 Map Showing the Relationship Between the Company and its Related Entities December 31, 2014

Alliance Global Group, Inc. (Parent Company)

Emperador Inc. (1)

Emperador Distillers, Inc. (1)

Emperador International Ltd. Anglo Watsons Glass Inc. The Bar Beverage, Inc. (1) (1) (1)

Emperador Asia Ptd Inc. Emperador Luxemburg (1) (1)

Grupo Emperadod Spain SA. (1) Emperador Uniked Kingdom. (1)

Bodega Las Copas. Bodega San Bruno SL. Emperador Scotland. (2) (1) (1)

Alcoholera de la Mancha Vinicola Vinedos del Rio Tajo SL. Whyte & Mackay SL. (2) (1) (2)

Legend

(1) Subsidiary (2) Associate (3) Jointly Controlled Entity

A Megaworld Corporation J Twin Lakes Corporation B Adams Properties, Inc. K Megaworld Global-Estates, Inc. C First Centro, Inc. L Megaworld Central Properties, Inc. D Newtown Land Partners, Inc. M Shiok Success International, Ltd. E Travellers International Hotel Group, Inc. N Dew Dreams International, Ltd. F Manila Bayshore Property Holdings, Inc. O File-Estate Properties, Inc. G ResortsWorld Bayshore City, Inc. P Sonoma Premier Land, Inc. H Townsquare Development, Inc. Q Gilmore Property Marketing Associates, Inc. I Megaworld Resort Estates, Inc. R Emperador Inc. SUNTRUST HOME DEVELOPERS, INC. AND SUBSIDIARIES SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS DECEMBER 31, 2014 AND 2013

DECEMBER 31, 2014 DECEMBER 31, 2013 Current ratio 2.03 : 1.00 2.00 :1.00 Quick ratio 1.23 : 1.00 1.15 : 1.00 Debt-to-equity ratio 2.35 :1.00 2.14 :1.00 Asset-to-equity ratio 3.35 : 1.00 3.14 : 1.00 Return on assets 6.46% 5.11% Return on equity/investment 19.66% 15.35%

LIQUIDITY RATIOS measure the business' ability to pay short-term debt. Current ratio - computed as current assets divided by current liabilities Quick ratio - computed as cash and cash equivalents divided by current liabilities

SOLVENCY RATIOS measure the business' ability to pay all debts, particularly long-term debt. Debt to equity ratio- computed as total liabilities divided by stockholders' equity.

ASSET-TO-EQUITY RATIOS measure financial leverage and long-term solvency. It shows how much of the assets are owned by the Company. It is computed as total assets divided by stockholders' equity.

PROFITABILITY RATIOS Return on assets - net profit divided by average total assets Return on investment - net profit divided by stockholders' equity

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