ANNUAL REPORT 2013 ...keeps getting better. Connecting people and places. Ensuring clean and safe water. Powering commerce and households. Making excellent health care available to everyone. As we continue to invest in critical infrastructure, we also anchor our eforts on inclusive growth: that what we build benefts all stakeholders – from consumers with better basic services, employees in an inclusive and merit based organization, to shareholders with reasonable returns. METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 1 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 feld. We are admired globally for excellence in investing in and transforming infrastructure. We attract, retain and develop world-class talent. Through our companies and foundation, we signifcantly contribute to the economic development of the Philippines and thereby uplift the quality of life of every Filipino. Values TEAMWORK AND EMPOWERMENT We recognize the diverse strengths and abilities within the team. We enable and inspire people to achieve superior results. INTEGRITY AND TRANSPARENCY We adhere to the highest ethical and corporate governance standards. ENTREPRENEURSHIP We innovate, take risks, act quickly and decisively, and are customer focused. FINANCIAL DISCIPLINE AND ACCOUNTABILITY We employ rigorous fnancial analysis to arrive at sound business decisions. We are results-driven and meet our commitments. Contents 2 Mission, Vision, and Values 40 Advanced and World-Class Hospitals 3 Financial Highlights 46 Meaningful and Life-Changing 4 Key Metrics Corporate Social Responsibility 6 Corporate Structure 66 Board of Directors 7 Signifcant Events 72 Senior Executives 8 Milestones 76 Key Ofcers 10 Message from the Chairman 79 Corporate Governance 14 Message from the President and 82 Whistle-blowing Policy Chief Executive Ofcer 84 Risk Management 18 Message from the Chief Financial Ofcer 86 Audit and Risk Management 22 Safe and Sustainable Water Committee Report 28 Efcient and Sufcient Energy 87 Statement of Management’s Responsibility 34 First-Class and Accessible Toll Roads 88 Financial Statements* *Digital document fle of detailed Financial Statements are attached. 2 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 Financial Highlights TOTAL INVESTMENT TOTAL PARENT EQUITY 77,863 (IN PESO MILLIONS) (IN PESO MILLIONS) 73,625 78,063 58,906 60,198 63,602 64,579 50,981 47,395 47,899 2009 2010 2011 2012 2013 2009 2010 2011* 2012* 2013 TOTAL CONSOLIDATED REVENUES TOTAL CONSOLIDATED CORE INCOME (IN PESO MILLIONS) (IN PESO MILLIONS) 30,877 7,229 27,807 6,564 22,070 5,102 18,564 16,108 3,856 2,047 2009 2010 2011 2012 2013 2009 2010 2011* 2012* 2013 * Restated METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 3 P3.8BN 444MCM 38.7% CONTRIBUTION TO MPIC BILLED VOLUME NON-REVENUE WATER (AVERAGE) P5.6BN 1.1MN 35.4% CAPITAL EXPENDITURES BILLED CUSTOMERS NON-REVENUE WATER WATER (PERIOD END) KEY METRICS REVENUES 2013 16,895 (In Peso Millions) 2012 15,883 2011 13,769 CORE INCOME 2013 7,530 (In Peso Millions) 2012* 6,800 2011* 5,974 • EXCLUSIVE WATER CONCESSION FOR THE WEST ZONE OF GREATER MANILA AREA UNTIL 2037 • 9.7M POPULATION, 8.4M SERVED, COVERING 540 KM2, 14 CITIES, 3 MUNICIPALITIES • DISTRIBUTION NETWORK TOTALING 7,306KM P1.9BN 173.1K 102.3K CONTRIBUTION TO MPIC AVERAGE DAILY AVERAGE DAILY VEHICLE ENTRIES (NLEX) VEHICLE ENTRIES (CAVITEX) 3.3MN P401MN AVERAGE KM CAPITAL EXPENDITURES TOLL ROADS TRAVELLED (NLEX) KEY METRICS REVENUES 2013 8,154 (In Peso Millions) 2012* 6,784 2011* 6,465 CORE INCOME 2013 1,963 (In Peso Millions) 2012* 1,575 2011* 1,480 • OPERATES 63% OF THE TOTAL KILOMETERS OF TOLL ROADS IN THE PHILIPPINES • CONCESSION FOR NLEX UNTIL 2037, FOR CAVITEX R1 UNTIL 2033 AND CAVITEX R1 EXTENSION UNTIL 2046 * Restated 4 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 P2.3BN 34.1k GWh P10.2BN CONTRIBUTION TO MPIC POWER SALES CAPITAL EXPENDITURES 5.4MN 6.92% 97.7mins 3.4times NUMBER OF CUSTOMERS SYSTEM LOSS CUSTOMER AVERAGE SYSTEM AVERAGE POWER INTERRUPTION INTERRUPTION KEY METRICS DURATION INDEX FREQUENCY INDEX REVENUES 2013 298,636 (In Peso Millions) 2012 285,270 2011 256,808 CORE INCOME 2013 17,023 (In Peso Millions) 2012* 16,265 2011* 14,887 • LARGEST ELECTRIC DISTRIBUTION UTILITY WITH FRANCHISE UNTIL 2028 • COVERS 9,337KM2, HOME TO APPROXIMATELY 25% OF PHILIPPINE POPULATION • DISTRIBUTES 55% OF TOTAL ELECTRICITY CONSUMED IN THE PHILIPPINES P581MN 2,021 1.7MN CONTRIBUTION TO MPIC NUMBER OF BEDS NUMBER OF PATIENTS SERVED P1.8BN 5,418 CAPITAL EXPENDITURES NUMBER OF HOSPITALS ACCREDITED DOCTORS KEY METRICS REVENUES 2013 12,493 (In Peso Millions) 2012 11,329 2011 8,485 CORE INCOME 2013 879 (In Peso Millions) 2012* 720 2011* 559 • OPERATES THE LARGEST PRIVATE HOSPITAL NETWORK IN THE PHILIPPINES • NATIONWIDE PRESENCE ACROSS EIGHT HOSPITALS AND ONE MALL-BASED DIAGNOSTIC CENTER * Restated METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 5 Corporate Structure as of 31 March 2014 Maynilad Water 52.8% Services, Inc. 25.0% Manila Water Manila EleCtriC Company 39.0% Consortium, Inc. (MERALCO) Makati Medical Center Colinas Verdes Hospital Managers Corp. (Cardinal Santos Medical Center) Davao DoCtors Hospital Manila North Riverside Medical Center 71.0% Tollways Corporation East Manila Hospital Tollways Management Managers Corp. Corporation (Our Lady of Lourdes Hospital) 46.0% Cavitex InfrastruCture Asian Hospital Inc. 100.0% Corporation* De Los Santos MediCal Don Muang Tollway Center 7.4% PubliC Company, Ltd. Megaclinic Central Luzon DoCtors’ *By virtue of a Hospital Management Letter Agreement 6 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 Significant Events 2013 January September • Metro Pacifc Investments Corporation (MPIC) placed 1,330 million shares • Metropolitan Waterworks and Sewerage System (MWSS) released a at P4.60 each, raising P6.1 billion in new equity – This brought public foat resolution reducing Maynilad’s 2012 average basic water charge by 4.8% to 43.8% or P1.46/cu.m. This translates to a P0.29/cu.m. reduction in the basic water • Maynilad was declared as the winning bidder for the sale of Olongapo charge every year for the next fve years City’s 10.0% stake in Subic Water and Sewerage Co., Inc. for a total purchase price of P210.6 million October • Metro Pacifc Tollways Corporation (MPTC) secured 100% control of CAVITEX • Maynilad fled a Rebasing Dispute notice against MWSS’ tarif resolution Infrastructure Corporation by virtue of a Management Letter Agreement • MPIC acquired 51.0% of Central Luzon Doctors’ Hospital (CLDH) in Tarlac City. CLDH is MPIC’s eighth hospital in its growing nationwide chain of February private hospitals of now 2,021 beds • Beacon entered into a P17.0 billion ten-year Corporate Notes Facility with FMIC and PNB Capital as joint lead arrangers and various local fnancial November institutions as noteholders. The proceeds were used to refnance the • First Pacifc and MPIC formed a joint venture to acquire a 29.4% stake in P18.0 billion ten-year Corporate Notes Facility dated 22 March 2010 a Thai toll road operator, Don Muang Tollway Public Company Ltd. • Marubeni purchased 20.0% of Maynilad reducing MPIC’s economic interest from 56.8% to 52.8% December • MPIC declared fnal dividends of P0.020 • Ayala-First Pacifc Consortium (AF Consortium) was declared as the winning payable to stockholders as of record bidder of the P1.7 billion Automated Fare Collection System Project date of 18 March 2013 bringing the total dividend declaration out of 2012 2014 earnings to P0.032 per common share January • MPTC purchased an additional 3.9% of Manila North Tollways Corporation March (MNTC) from Egis Projects SA, for an aggregate purchase price of P1.4 • MERALCO, through a joint venture with First Pacifc Company Limited billion. This brought MPTC’s ownership in MNTC to 71.0% (First Pacifc), acquired 70.0% of PacifcLight Power Co. Ltd. - formerly GMR Energy (Singapore) Pte. Ltd. At acquisition, PacifcLight was fnishing • MPTC and Philippine National construction of a 2x400MW Liquefed Natural Gas Combined Cycle Construction Corporation executed a Combustion Turbine Power Plant located in Jurong Island, Singapore joint venture agreement with respect to the implementation of Segment 10.2 (Connector Road) under MNTC’s North April Luzon Expressway Concession • MPIC was included in the Morgan Stanley Capital International Index March May • MPIC declared fnal dividends of P0.022 per common share, payable • MPIC acquired 51.0% of De Los Santos Medical Center, a Level 3 teaching to stockholders as of the record date of 8 April 2014 with payment and training hospital in Quezon City date of 30 April 2014 bringing the total dividend declaration out of • MPIC secured a ten-year loan of P6.5 billion from BDO Unibank, Inc. to 2013 earnings to P0.037 per common share refnance existing debt • AF consortium signed a ten-year concession agreement to build and implement the Automated Fare Collection System project for June the LRT and MRT lines in Metro Manila • MPIC declared cash dividends of P0.015 per common share, payable to stockholders as of the record date of 28 August 2013 with payment date of 20 September 2013 METRO PACIFIC INVESTMENTS CORPORATION ANNUAL REPORT 2013 7 Milestones March June • MPIC is incorporated and registers with the Securities