April 14, 2020 SECURITIES AND EXCHANGE COMMISSION Secretariat Building, PICC Complex, Roxas Boulevard, Pasay City, 1307 ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO, JR. Markets and Securities Regulation Department via PSE EDGE PHILIPPINE STOCK EXCHANGE, INC. PSE Tower, 28th Street cor. 5th Avenue, Bonifacio Global City, Taguig City ATTENTION : MS. JANET A. ENCARNACION Head, Disclosure Department via electronic mail PHILIPPINE DEALING & EXCHANGE CORP. Market Regulatory Services Group 29th Floor BDO Equitable Tower 8751 Paseo de Roxas, Makati City 1226 ATTENTION : ATTY. MARIE ROSE M. MAGALLEN-LIRIO Head – Issuer Compliance and Disclosures Department Gentlemen: Attached is the SEC Form 17-A (Annual Report 2019) of Aboitiz Power Corporation for your files. Kindly acknowledge receipt hereof. Thank you. Very truly yours, ABOITIZ POWER CORPORATION By: MANUEL ALBERTO R. COLAYCO Corporate Secretary NAC Tower, 32nd Street, Bonifacio Global City, 1634 Taguig, Metro Manila, Philippines t: +63 2 886 2800 f: +63 2 817 3560 www.aboitizpower.com COVER SHEET C 1 9 9 8 0 0 1 3 4 S.E.C. Registration Number A B O I T I Z P O W E R C O R P O R A T I O N ( Company's Full Name ) 3 2 N D S T R E E T , B O N I F A C I O G L O B A L C I T Y , T A G U I G C I T Y , M E T R O M A N I L A P H I L I P P I N E S (Business Address: No. Street City / Town / Province ) MANUEL ALBERTO R. COLAYCO 02- 8886-2338 Contact Person Company Telephone Number 4th Monday of Annual Report April 1 2 3 1 1 7 - A 0 4 2 7 Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N/A Secondary License Type, if Applicable SEC N/A Dept. Requiring this Doc Amended Articles Number/Section x Total No. of Stockholders Domestic Foreign - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier S T A M P S Remarks = Pls. use black ink for scanning purposes SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the year ended 2019 2. SEC Identification Number C199800134 3. BIR TIN 200-652-460-000 4. Exact name of registrant as specified in its charter Aboitiz Power Corporation 5. Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. 32nd Street, Bonifacio Global City, Taguig City 1634 Address of principal office Postal Code 8. (02) 8886-2800 Issuer’s telephone number, including area code 9. N/A Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Section 4 and 8 of the RSA. Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 7,358,604,307 Total Debt (as of December 31, 2019) ₱233,096,686,000.00 Fixed-Rate Peso Retail Bonds Issued by the Company: Issue Date Series Amount of Issuance Maturity Date Tenor September 2014 Series A ₱6.6 billion September 2021 7 years September 2014 Series B ₱3.4 billion September 2026 12 years July 2017 Series A ₱3 billion July 2027 10 years October 2018 Series B ₱7.7 billion January 2024 5.25 years October 2018 Series C ₱2.5 billion October 2028 10 years October 2019 Series D ₱7.25 billion October 2026 7 years For a discussion on the Company’s bond issuances, please refer to Part I Item 1 (I)(b). 11. Are any or all of the securities listed on a Stock Exchange? Yes ( ) No ( ) If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common 12. Check whether the registrant: (a) has filed all reports required to be filed by Section 17 of the Securities Regulation Code (SRC) and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and Sections 25 and 177 of the Revised 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 ( ) No ( ) (b) has been subject to such filing requirements for the past 90 days. Yes ( ) No ( ) 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. For 2019, aggregate voting stock of registrant held outside of its affiliates and/or officers and employees totaled 1,399,582,664 shares (for details please refer to the attached notes to financial statements and Schedule H of this report) while its market price per share was ₱34.20, as of December 31, 2019. Based on this data, total market value of registrant’s voting stock not held by its affiliates and/or officers and employees was computed to be ₱47,865,727,108.80. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the registrant has filed all documents and reports required to be filed by Section 17 of the RSA subsequent to the distribution of securities under a plan confirmed by a court or the SEC. Yes ( ) No () DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders; (b) Any information statement filed pursuant to SRC Rule 20; (c) Any prospectus filed pursuant to SRC Rule 8.1. TABLE OF CONTENTS PART I BUSINESS AND GENERAL INFORMATION Item 1 Business 1 Item 2 Properties 56 Item 3 Legal Proceedings 57 Item 4 Submission of Matters to a Vote of Security Holders 65 PART II OPERATIONAL AND FINANCIAL INFORMATION Item 5 Market for Issuer’s Common Equity and Related Stockholder Matters 66 Item 6 Management’s Discussion and Analysis or Plan of Operations 68 Item 7 Financial Statements and Supplementary Schedules 83 Item 8 Changes in and Disagreements with Accountants on Accounting and 83 Financial Disclosures PART III CONTROL AND COMPENSATION INFORMATION Item 9 Directors and Executive Officers of the Issuer 86 Item 10 Executive Compensation 97 Item 11 Security Ownership of Certain Beneficial Owners and Management 100 Item 12 Certain Relationships and Related Transactions 102 PART IV CORPORATE GOVERNANCE Item 13 Corporate Governance 103 PART V EXHIBITS AND SCHEDULES Item 14 Exhibits 102 Reports on SEC Form 17-C (Current Report) 102 SIGNATURES 105 ANNEX A CORPORATE STRUCTURE ANNEX B INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES ANNEX C SUSTAINABILITY REPORT PART 1 – BUSINESS AND GENERAL INFORMATION Item 1. Business (1) Business Development AboitizPower through its Subsidiaries, joint ventures, and Associates, is a leading player in the Philippine power industry with interests in privately-owned power generation companies, RES services, and distribution utilities throughout the Philippines, from Benguet in the north to Davao in the south. AboitizPower’s portfolio of power generating plants consist of a mix of renewable and non-renewable sources and of baseload and peaking power plants. This allows the Company to address the 24-hour demand of the country with its coal and geothermal plants handling baseload demand, while the hydropower, solar, and oil- based plants handle intermediate to peaking demand. Most of these plants are also capable of providing ancillary services, which are also critical in ensuring a reliable grid operation. Its generation companies have an installed capacity which is equivalent to a 15% market share of the national grid’s installed generating capacity.1 Taking into consideration projects in the pipeline, AboitizPower believes that it will meet its strategic goal of increasing its attributable net sellable capacity to 4,000 MW by 2020, having an attributable net sellable capacity of 3,455 MW as of March 31, 2020. AboitizPower’s renewable investments are held primarily through its wholly- owned Subsidiary, Aboitiz Renewables, Inc. (ARI) and its Subsidiaries and joint ventures. AboitizPower is a pioneer in the building and operation of run-of-river mini hydropower plants in the country. AboitizPower also owns interests in nine Distribution Utilities in Luzon, Visayas, and Mindanao, including Visayan Electric and Davao Light, the second and third largest distribution utilities in the Philippines, respectively. AboitizPower’s Subsidiaries engaged in the distribution of electricity sold a total of 7,821,159 MWh for the year 2019. AboitizPower’s power generation business supplies power to various customers under power supply contracts, ancillary service procurement agreements (each, an “ASPA”), and for trading in the Wholesale Electricity Spot Market (WESM). The power distribution business is engaged in the distribution and sale of electricity to end- users, and the RES and Others segment includes retail electricity sales to various off-takers that are considered eligible contestable customers (“Contestable Customers”) and provision of electricity-related services, such as installation of electrical equipment.