METRO PACIFIC TOLLWAYS CORPORATION April 16, 2012 PHILIPPINE STOCK EXCHANGE Disclosure Department 3/F PSE Plaza Ayala Triangle, Ayala Avenue Makati City Attention: MS. JANET A. ENCARNACION Head Disclosure Department Re: SEC Form 17-C METRO PACIFIC TOLLWAYS CORPORATION (“MPTC”) (PSE: TOL) Attached is the Company’s annual report for the year ended December 31, 2011. There is no other information known to management that needs to be disclosed as of the coverage date of this report. If any required information is not disclosed, it is not applicable to the Company. We hope you find everything in order. Thank you. Respectfully yours, Christopher Daniel C. Lizo Chief Finance Officer and Treasurer 4 0 5 9 0 SEC Registration Number M E T R O P A C I F I C T O L L W A Y S C O R P O R A T I O N ( F o r m e r l y F i r s t P h i l i p p i n e I n f r a s t r u c t u r e , I n c . ) A N D S U B S I D I A R I E S (Company’s Full Name) 1 0 t h F l o o r , M G O B u i l d i n g , L e g a s p i c o r . D e l a R o s a S t s . , M a k a t i C i t y (Business Address: No. Street City/Town/Province) Mr. Christopher Daniel C. Lizo (632) 888-0888 (Contract Person) (Company Telephone Numbers) 1 2 3 1 A A C F S 0 8 1 0 Month Day (Form Type) Month Day (Calendar Year) (Annual Meeting) – (Secondary License Type, If Applicable) – VI Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 253 P9,205.2 million NIL Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned0 File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. SEC Number 40590 File Number ________________________________________________ METRO PACIFIC TOLLWAYS CORPORATION ________________________________________________ (Company’s Full Name) 10th Floor, MGO Building Legazpi cor. Dela Rosa Streets, Makati City 1600 _________________________________________________ (Company’s Address) (632) 888-0888 ______________________________________ (Telephone Number) December 31, 2011 ______________________________________ (Fiscal Year Ending) (month & day) SEC Form 17-A (Annual Report) ______________________________________ Form Type Not Applicable ______________________________________ Amendment Designation (if applicable) Not Applicable ______________________________________ Period Ended Date Not Applicable __________________________________________________ (Secondary License Type and File Number) SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the calendar year ended December 31, 2011 2. SEC Identification Number 40590 3. BIR Tax Identification No. 000-217-282 4. Exact name of registrant as specified in its charter METRO PACIFIC TOLLWAYS CORPORATION 5, Metro Manila, Philippines 1600 Province, Country or other jurisdiction Postal Code of incorporation or organization 7. 10/F MGO Bldg. Legaspi cor. Dela Rosa Sts. Makati City, Philippines Address, including postal code, telephone number, FAX number including area code, of registrant’s principal offices 8. (632)888-0888 Registrant’s telephone numbers, including area code 9. N/A Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 4 and 8 of the Revised Securities Act Number of Shares of Common Stock Title of Each Class Outstanding & Amount of Debt Outstanding Number of Shares Issued and Subscribed 4,978,054,788 Amount of Debt Outstanding None 11. Are any or all of these securities listed on the Philippine Stock Exchange? Yes [ x ] No [ ] 12. Check whether the registrant: a) has filed all reports to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11 (1)-1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Yes [ x ] No [ ] b) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] 1 13. Aggregate market value of the voting stock held by non-affiliates: Php59,873,208 (7,484,151 shares @ Php8.00 per share as at March 31, 2012) 2 TABLE OF CONTENTS Page No. PART I – BUSINESS AND GENERAL INFORMATION Item 1. Description of Business 4 Item 2. Description of Property 11 Item 3. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 13 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for the Company’s Common Shares and Related Stockholders Matters 14 Item 6. Management’s Discussion and Analysis or Plan of Operation 16 Item 7. Financial Statements 41 PART III – CONTROL AND COMPENSATION INFORMATION Item 8. Directors and Executive Officers 42 Item 9. Executive Compensation 46 Item 10. Security Ownership of Certain Beneficial Owners and Management 47 Item 11. Certain Relationships and Related Party Transactions 48 PART IV – CORPORATE GOVERNANCE Item 12. Corporate Governance 49 Item 13. Information on Independent Auditors and Other Related Matters 57 PART V – EXHIBITS AND SCHEDULES Item 14. Exhibits and Reports on SEC Form 17-C (Current Report) 59 SIGNATURES 61 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 63 3 Part I -- BUSINESS AND GENERAL INFORMATION Item 1. DESCRIPTION OF BUSINESS Overview Metro Pacific Tollways Corporation (“MPTC” or “the Company”) is a publicly listed infrastructure company focusing on developing toll roads in the Philippines through public-private partnerships. With the North Luzon Expressway and the Subic-Clark-Tarlac Expressway in its toll road portfolio, MPTC is currently the biggest toll road developer in the country with more than 800 lane-kilometers of toll roads under its management. MPTC’s common shares are listed and traded on the Philippine Stock Exchange. The Company’s market capitalization is approximately Php39,828 million (US$928 million) as at March 31, 2012. For the year ended December 31, 2011, revenues totaled Php6,465 million and net income attributable to equity holders of Php1,257 million. MPTC’s subsidiary, Manila North Tollways Corporation (MNTC), operate under the jurisdiction of the Supplemental Toll Operations Agreement between MNTC, Philippine National Construction Corporation (“PNCC”) and the Republic of the Philippines through the Toll Regulatory Board (“TRB”), which jurisdiction extends, among other things, to approving major services that we offer and toll rates that MNTC charges. The Company’s principal executive offices are located at the MGO Building, Legazpi corner Dela Rosa Streets, Makati City, Philippines and our telephone number is +(632) 811-4809. Our website address is www.mptc.com.ph. The contents of our website are not a part of this annual report. Historical Background MPTC was incorporated on February 24, 1970 originally under the corporate name, City Resources (Phil.) Corporation (“CRC”), in the Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”). On January 31, 1994, MPTC sold, transferred and conveyed the mining rights over all of its mineral properties located in the municipalities of Paracale and Labo, both in the Province of Camarines Norte. On March 24, 1994, the Securities and Exchange Commission approved a change in its primary purpose from mining company to that of a holding company. The primary purpose of MPTC is to acquire by purchase, exchange, assignment, gift or otherwise, and to hold, own and use for investment or otherwise operate, manage, enjoy and dispose of, any and all properties of every kind and description and whenever situated, as and to the extent permitted by law. In 1994, the Company had no operations and trading in its common shares was suspended. On November 17, 2004, SEC revoked the registration of securities and permit-to-sell securities to the public issued to CRC for its failure to comply with reporting obligations under the Securities Regulation Code and the Implementing Rules and Regulations. CRC filed a petition for review where it stated that it will revive its operations. On September 17, 2007, pursuant to a Deed of Assignment (“DOA”), First Philippine Holdings Corporation (“FPHC”) and Benpres Holdings Corporation (“BHC”), then shareholders of CRC, assigned and conveyed to CRC, by way of absolute ownership and free from all liens and encumbrance, their shares in First Philippine Infrastructure Development Corporation (“FPIDC”) in exchange for 4,970,570,627 newly issued shares of CRC. FPHC and BHC intend CRC to be a backdoor listing vehicle for their investments in the tollway business. After the exchange, FPHC became the ultimate parent company of CRC and that FPIDC became a wholly owned subsidiary of CRC. FPIDC owns 100% of Luzon Tollways Corporation (LTC), 67.1% of Manila North Tollways Corporation (“MNTC”) and 46% of Tollways Management Corporation (“TMC”). On December 26, 2007, the suspension of trading was lifted by the Philippine Stock Exchange (PSE) after compliance by CRC of the requirements of the PSE and SEC. On January 11, 2007, SEC set aside its order to revoke CRC's registration of securities and permit to sell securities to the public. 4 Prior to the execution of the DOA, the Board of Directors (“BOD”) and the then Stockholders of CRC approved and authorized the following amendments to the Articles of Incorporation: (a) change in the corporate name of the parent company from City Resources (Phil.) Corporation to First Philippine Infrastructure, Inc. (“FPII”): (b) decrease in the number of directors from eleven (11) to seven (7); and (c) increase in the authorized capital stock from Php335 million divided into 335,000,000 shares with a par value of Php1 per share to P5,400 million divided into 5,400,000,000 shares with the same par value.