ANNUAL REPORT 2014 MISSION We are the leading Philippine infrastructure investment firm. We manage, transform and grow our companies while continuously seeking investment opportunities to create long-term value for our shareholders. VISION We have a stellar portfolio of infrastructure assets, each being the dominant player in its field. We are admired globally for excellence in investing and transforming infrastructure. We attract, retain and develop world-class talent. Through our companies and foundation, we significantly contribute to the economic development of the Philippines and thereby uplift the quality of life of every Filipino. VALUES TEAMWORK AND EMPOWERMENT ENTREPRENEURSHIP • We recognize the diverse strengths and • We innovate, take risks, act quickly and abilities within the team. decisively, and are customer focused. • We enable and inspire people to achieve FINANCIAL DISCIPLINE superior results. AND ACCOUNTABILITY • We employ rigorous financial analysis to INTEGRITY AND TRANSPARENCY arrive at sound business decisions. • We adhere to the highest ethical and • We are results-driven and meet corporate governance standards. our commitments. CONTENTS 1 Financial Highlights 42 Hospitals: Advancing Service Improvements 2 Key Metrics 48 Corporate Social Responsibility: 4 Corporate Structure A Holistic Approach to Caring for the Community 5 Significant Events 64 Board of Directors 7 Milestones 76 Senior Executives 10 Message from the Chairman 80 Management Teams 14 Message from the President & Chief Executive Officer 84 Corporate Governance 18 Message from the Chief Financial Officer 94 Risk Management 22 Water: Continuing Service Expansion and Improvement 96 Audit and Risk Management Committee Report 28 Power: Sustained Operational Excellence 97 Statement of Management’s Responsibility 34 Toll Roads: Service Improvements Extended 98 Financial Statements* *Digital document file of detailed Financial Statements are attached. Financial Highlights (IN MILLIONS OF PESOS) TOTAL INVESTMENT TOTAL PARENT EQUITY 94,905 85,835 78,063 77,863 73,625 64,579 63,602 60,198 58,906 47,899 ‘10 ‘11 ‘12 ‘13 ‘14 ‘10 ‘11 ‘12 ‘13 ‘14 TOTAL CONSOLIDATED TOTAL CONSOLIDATED REVENUES CORE INCOME 33,832 8,508 30,877 27,807 7,229 6,564 22,070 5,102 18,564 3,856 ‘10 ‘11 ‘12 ‘13 ‘14 ‘10 ‘11 ‘12 ‘13 ‘14 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2014 1 2014 Key Metrics Water REVENUES P4.4BN 463MCM 33.9% 2014 18,363 Contribution to Billed Volume Non-Revenue MPIC Water (Average) 2013 16,895 2012 15,883 CORE INCOME P4.4BN 1.2MN 32.9% Capital Billed Non-Revenue 2014 8,777 Expenditures Costumers Water 2013 7,530 (Period End) 2012 6,800 • EXCLUSIVE WATER CONCESSION FOR THE WEST ZONE OF GREATER MANILA AREA UNTIL 2037 • 9.7M POPULATION, 8.9M SERVED, COVERING 540 KM2, 14 CITIES, 3 MUNICIPALITIES • DISTRIBUTION NETWORK TOTALING 7,458KM Power REVENUES P3.0BN 35.2k GWh P12.4BN 2014 266,336 Contribution to Energy Sales Capital MPIC Expenditures 2013 298,636 2012 285,270 CORE INCOME 5.6BN 6.5% 94.1mins Number of System Loss Customer Average 2014 18,128 Customers Interruption 2013 17,023 Duration Index 2012 16,265 • LARGEST ELECTRIC DISTRIBUTION UTILITY WITH FRANCHISE UNTIL 2028 • COVERS 9,337 KM2, HOME TO APPROXIMATELY 25% OF PHILIPPINE POPULATION • DISTRIBUTES 55% OF PHILIPPINE ENERGY SALES. METRO PACIFIC INVESTMENTS CORPORATION 2 ANNUAL REPORT 2014 Toll Roads REVENUES P2.2BN 185.3K 110.4K 2014 8,641 Contribution to Average Daily Average Daily MPIC Vehicle Entries Vehicle Entries 2013 8,154 (NLEX) (CAVITEX) 2012 6,784 CORE INCOME 3.5MN P2.6BN Average KM Capital 2014 2,154 Traveled (NLEX) Expenditures 2013 1,963 2012 1,575 • OPERATES APPROXIMATELY 64% OF THE TOTAL KILOMETERS OF TOLL ROADS IN THE PHILIPPINES • CONCESSION FOR NLEX UNTIL 2037, FOR CAVITEX RI UNTIL 2033 AND CAVITEX RI EXTENSION UNTIL 2046 Hospitals REVENUES P465MN 2,134 2014 14,096 Contribution to Number MPIC of beds 2013 12,493 2012 11,329 CORE INCOME 2.0MN 5,367 Number of Number of 2014 1,007 patients served accredited doctors 2013 879 2012 720 • OPERATES THE LARGEST PRIVATE HOSPITAL NETWORK IN THE PHILIPPINES • NATIONWIDE PRESENCE ACROSS EIGHT HOSPITALS AND ONE MALL-BASED DIAGNOSTIC CENTER METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2014 3 Corporate Structure AS OF 30 APRIL 2015 52.8% Maynilad Water Services, Inc. 100.0% MetroPac Water Investments Corporation 39.0% 20.0% Manila Water Consortium, Inc. Medical Doctors, Inc. 60.0% Colinas Verde Hospital Managers Corp. (Cardinal Santos Medical Center) 20.9% Davao Doctors Hospital 41.9% Riverside Medical Center Inc. 60.0% East Manila Hospital Managers Corp. (3) 32.5% (Our Lady of Lourdes Hospital) Manila Electric Co. 51.4% (MERALCO) Asia Hospital Inc. 30.6% De Los Santos Medical Center, Inc 30.6% The Megaclinic, Inc. 30.6% Central Luzon Doctors’ Hospital 75.6% Manila North Tollways Corp. 46.0% Tollways Management Corp. 55.0% 100.0% Light Rail Manila Corp. Cavitex Infrastructure Corp.(1) 29.5% 20.0% Don Muang Tollway Public Company Ltd. AF Payments Inc. 45.0% CII Bridges & Roads Investments Joint Stock Company (2) (1) By Virtue of a Management Letter Agreement (2) Combined investment in shares and convertible bonds (3) Ownership interest in hospitals on a fully-diluted basis METRO PACIFIC INVESTMENTS CORPORATION 4 ANNUAL REPORT 2014 Significant Events 2014 • Metro Pacific Tollways Development Corporation JUL • Metro Pacific Tollways Corporation (MPTC) (MPTDC) acquired equity interest equivalent JAN purchased an additional 3.9% of Manila North to 50.0% plus one share of the capital stock of Tollways Corporation (MNTC) from Egis Projects Easytrip Services Corporation (ESC) through a SA, for an aggregate purchase price of P1.4 billion. combination of subscription to new shares of This brought MPTC’s ownership in MNTC to 71.0% ESC and purchase of shares from Egis Easytrip Services SA • AF Payments Inc. received Notice of Award to • MPIC declared cash dividends of P0.026 per FEB AUG design and construct P1.7 billion Automated Fare common share payable to stockholders as of the Collection System (AFCS) project record date of 29 August 2014 with payment date of 24 September 2014 • MPIC declared final dividends of P0.022 per MAR common share, payable to stockholders as of • The Department of Transportation and the record date of 8 April 2014 with payment SEP Communications (DOTC) officially awarded the date of 30 April 2014 bringing the total dividend 32-year concession for the LRT Line 1 project to declaration out of 2013 earnings to P0.037 per the Light Rail Manila Consortium (LRMC). LRMC common share is composed of Metro Pacific Light Rail Corp. which leads the consortium with a 55.0% stake, • AF Payments Inc. AC Infrastructure Holdings Corporation with a signed a ten- 35.0% stake, and Philippine Investment Alliance for year concession agreement to build Infrastructure’s Macquarie Infrastructure Holdings and implement the (Philippines) PTE Ltd. (MIHPL) with a 10.0% stake AFCS project for the LRT and MRT lines in Metro Manila • MPIC purchased from Beacon Electric Asset JUN Holdings Inc. (Beacon) 56.4 million shares, comprising approximately 5.0%, in Manila Electric Company (MERALCO) at P235 per share for an aggregate consideration of P13.2 billion. This brings MPIC’s ownership in MERLACO to 27.5% • LRMC signed with the DOTC and the Light Rail • GIC, through its affiliate, invested P3.7 billion for OCT Transit Authority (LRTA) the Concession Agreement JUL a 14.4% stake in Metro Pacific Hospital Holdings, for the P65.0 billion Light Rail Transit Line 1 Cavite Inc. (MPHHI) and advanced to MPIC P6.5 billion Extension and Operations & Maintenance Project. by way of an Exchangeable Bond which can be LRMC is formally awarded the project by the DOTC exchanged into a 25.5% stake in MPHHI in the and LRTA after the consortium of MPLRC, AC Infra future, subject to certain conditions and MIHPL submitted the lone bid with a premium • MPIC acquired remaining 75.0% of FPM of P9.4 billion Infrastructure Holdings Ltd. which holds a 100% economic interest in AIF Toll Road Holdings • MPIC declared special cash dividends of P0.040 (Thailand) Co., Ltd. This brings MPIC’s effective NOV per common share payable to stockholders as of ownership of Don Muang Tollway Public Company record date of 2 December 2014 with payment Ltd. to 29.5% date of 18 December 2014 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2014 5 Significant Events • MetroPac Water Investments Corporation (MWIC) • Maynilad wrote the Philippine Government, DEC entered into an agreement to operate and maintain FEB through the Department of Finance, with the 100 mld bulk water facility of Rio Verde Water reference to the undertaking which the Republic Corporation located in Baungon, Bukidnon of the Philippines issued in favor of Maynilad • The Arbitration Panel of the Metropolitan on 31 July 1997 and 17 March 2010. Maynilad’s Waterworks and Sewerage System (MWSS) call on the Undertaking comes after the MWSS and Maynilad upheld the alternative rebasing and its Regulatory Office (RO), have chosen, adjustment of Maynilad. If implemented, it will over Maynilad’s repeated objections, to defer result in a 9.8% increase in the 2013 average basic the implementation of the 29 December 2014 water charge of P31.28 per cu.m., inclusive of the Arbitral Award, despite the Award being final, P1.00 Currency Exchange Rate Adjustment which binding and executory on MWSS, the RO, and the MWSS has now incorporated into the basic Maynilad charge. The Award will translate to an average • MPIC declared final dividends