ˆ200G=1CkK&taHGjRxŠ. 30-Jan :26 EST BOND OFFERING START PAGE

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1 RR Donnelley ProFile START PAGE HK8814AM HKR lichr0hk ˆ200G=1CkK&taHGjRxŠ 200G=1CkK&taHGjRx 30-Jan :26 EST EXT 1 PS PMT 1* 1C Management s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto presented elsewhere in this Offering Circular. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under Risk Factors and elsewhere in this Offering Circular, our actual results may differ materially from those anticipated in these forward-looking statements. Overview The Company is one of the leading real estate companies in the Philippines with a 28-year track record. According to Colliers International, the Company was ranked third in terms of the Metro Manila condominium residential market share by value of units sold in The Company is primarily engaged in the development, marketing, and sale of mid- and high-rise condominiums and single detached homes, retail and office space leasing and property management. Currently, the Company has five principal wholly-owned subsidiaries, namely, Century City Development Corporation, Century Limitless Corporation, Century Communities Corporation, Century Properties Management, Inc. and Century Properties Hotel and Leisure, Inc. (collectively known as the Subsidiaries ). Through its Subsidiaries, the Company develops, markets and sells residential, office, medical and retail properties in the Philippines, as well as manages residential and commercial properties in the Philippines. As of 30 September 2014, the Company has, including projects completed by its founding principals, completed a total of 26 condominium towers and commercial buildings for lease, with a total GFA (with parking) of 922,090 sq.m. The Company s noteworthy developments include the Essensa East Forbes and South of Market in Fort Bonifacio, SOHO Central in the Greenfield District of Mandaluyong City, Pacific Place in Ortigas, Le Triomphe, Le Domaine and Le Metropole in Makati City, and the Gramercy Residences in Century City in Makati City. In March 2014, the Company opened Century City Mall as its first retail development for lease. The Company is currently developing five master-planned communities that are expected to have 28 condominium towers, three commercial buildings for lease, and 934 landed houses, with a total expected GFA (with parking) of 1,651,024 sq.m. As of 30 September 2014, five condominium towers, one retail mall, and 820 houses have been completed, with the remaining 23 condominium towers, two commercial buildings, and 114 houses targeted to be gradually completed by In addition, the Company has agreed to purchase 50% of the usage and leasehold rights of Asian Century Center, an office building in Fort Bonifacio upon its completion in Asian Century Center is currently being developed by Asian Carmaker Corporation. The five master-planned communities are: Century City Century City is a 3.4-hectare mixed-use project in Makati City with eight buildings covering a total planned GFA (with parking) of 643,175 sq.m. and targets the middle income and luxury markets. The Company has completed the Gramercy Residences, the Knightsbridge Residences and the Century City Mall as of September Centuria Medical Makati was completed in December There are four additional ongoing projects, including The Milano Residences, Trump Tower at Century City, Century Spire and an office building in partnership with Forbes Media LLC. These four ongoing projects have estimated completion dates ranging from 2015 to Acqua Private Residences Acqua Private Residences is located in Mandaluyong City and comprises six towers with a total planned GFA (with parking) of 229,996 sq.m. The development targets the middle income market. Its amenities will include a country club with fitness, retail, dining and entertainment facilities, as well as what is expected to be the first riverwalk promenade in the Philippines. This project has estimated completion dates from 2015 up to Azure Urban Resort Residences Azure Urban Resort Residences is the Company s first project in the affordable market segment. It is a nine building residential property located in Parañaque City. The development covers a total planned GFA (with parking) of 328,925 sq.m. and features the first manmade beach in an urban residence of its scale in the Philippines and a beach club designed by Paris 1

2 ˆ200G=1CkK&taH&ZR$Š 200G=1CkK&taH&ZR$ HK8814AM RR Donnelley ProFile HKR chanc2hk 30-Jan :26 EST EXT 2 1* Hilton. The first three buildings have been completed, and the remaining six buildings are estimated to be completed from 2015 to Commonwealth Commonwealth is the Company s first master-planned residential community development in Quezon City and covers 4.4 hectares and comprises eight towers. The development targets the affordable market segment, providing a total planned GFA (with parking) of 187,016 sq.m. It will be within close proximity to a shopping centre, top schools, technology hubs, churches and major thoroughfares. This project has completion dates ranging from 2015 to Canyon Ranch Canyon Ranch is a 25-hectare house and lot community that is part of the 77-hectare San Lazaro Leisure Park in Cavite City and targets middle-income buyers. The total planned GFA (with parking) is 280,300 sq.m. The community features a clubhouse with sports and leisure facilities and offers residents views of the Leisure Park which includes one of only two operating horse racing tracks in the Philippines. Currently, 820 units have been completed, and the remaining 114 units are projected to be completed on a per lot basis. The Company s land bank for future development consists of properties in Pampanga, Quezon City and Batangas that cover a total site area of 2,000,970 sq.m. The Company, through CPMI, also engages in a wide range of property management services, from facilities management and auction services, to lease and secondary sales. Through CPMI, the Company endeavours to ensure the properties it manages maintain and improve their asset value, and are safe and secure. CPMI manages 51 projects as of 30 September 2014 with 2.56 million sq.m. GFA (with parking) of managed properties and 86% of the projects CPMI manages were developed by third-parties. Notable third-party developed projects under management include the Asian Development Bank in Ortigas, BPI Buendia Center in Makati City, Philippine National Bank Financial Center in Pasay City, Pacific Star Building in Makati City, Makati Medical Center in Makati City and three Globe Telecom buildings in Cebu, Mandaluyong and Makati City. The Company s aim is to enhance the overall quality of life for Filipino and foreign national customers by providing distinctive, high-quality and affordable properties. The Company focuses on differentiation to drive demand, increase its margins and grow market share. In particular, the Company identifies what it believes are the best global residential standards and adapts them to the Filipino market. The Company believes that it has earned a reputation for pioneering new housing concepts in the Philippines. One of the Company s significant contributions is the Fully-Fitted and Fully-Furnished ( FF/FF ) concept, which is now an industry standard in the Philippines. The Company also employs a branding strategy that focuses on strategic arrangements with key global franchises to help capture and sustain consumers awareness. To date, the Company has entered into agreements with Gianni Versace S.P.A., The Trump Organisation, Paris Hilton, Missoni Homes, Yoo by Philippe Starck, Forbes Media Group LLC and Giorgio Armani S.P.A, among others. The Company has marketed and sold to clients in more than 50 countries and, as a result, a significant portion of its residential properties are sold to Filipinos living abroad. International pre-sales accounted for approximately two-thirds of the total pre-sales, in terms of value, for each of the last three years. The Company conducts its sales and marketing through the Company s extensive domestic and international network of 510 exclusive agents who receive monthly allowances and commissions and 3,700 non-exclusive commissionbased agents and brokers as of 31 December The Company had consolidated net income of P1,844.7 million (US$41.0 million) for the year ended 31 December 2013, which represents a slight decrease from P1,849.8 million for the year ended 31 December 2012 and consolidated net income of P1,516.1 million (US$33.7 million) for the nine months ended 30 September 2014 which represents a decrease from P1,586.8 million for the nine months ended 30 September The Company had consolidated total revenue of P10,809.1 million (US$240.4 million) for the year ended 31 December 2013, which represents an increase from P9,611.2 million for the year ended 31 December 2012 and consolidated total revenue of P8,230.8 million (US$183.0 million) for the nine months ended 30 September 2014, which represents an increase from P8,089.3 million for the nine months ended 30 September Basis of Presentation The financial information included in this Offering Circular has been derived from our consolidated financial statements prepared in accordance with PFRS, which differ from accounting principles generally accepted in other countries. We prepare our consolidated financial statements on a historical cost basis, except 2

3 ˆ200G=1CkK&taJqMR]Š 200G=1CkK&taJqMR] HK8814AM RR Donnelley ProFile HKR cheul0hk 30-Jan :26 EST EXT 3 1* for investment properties and available-for-sale financial assets that are measured at fair value. We present our consolidated financial statements in peso, our functional currency. In this Offering Circular, references to 2011, 2012, and 2013 refer to the years ended 31 December 2011, 31 December 2012 and 31 December 2013, respectively. SyCip Gorres Velayo & Co., a member firm of Ernst & Young Global Limited, has audited, and rendered an unqualified audit report on our consolidated financial statements for 2011, 2012 and 2013, in accordance with Philippine Standards on Auditing. Our interim condensed consolidated financial statements as of 30 September 2014 and for the nine months ended 30 September 2013 and 2014, prepared under Philippine Accounting Standard 34, Interim Financial Reporting, and included in this Offering Circular, have been reviewed by SyCip Gorres Velayo & Co., a member firm of Ernst & Young Global Limited in accordance with PSRE A review conducted in accordance with PSRE 2410 is substantially less in scope than an audit conducted in accordance with Philippine Standards on Auditing and, as stated in its review report appearing in this Offering Circular, SyCip Gorres Velayo & Co., a member firm of Ernst & Young Global Limited did not audit and does not express any opinion on such unaudited interim condensed consolidated financial statements included in this Offering Circular. Accordingly, the degree of reliance on its review report on such information should be restricted in light of the limited nature of the review procedures applied. Factors Affecting Results of Operations Set out below is a discussion of the most significant factors that have affected, and we expect will continue to affect, our results of operations. Other factors could also have a significant impact on our financial results. General global economic conditions, including in the Philippines, and the condition of the Philippine land and housing markets We derive substantially all of our revenue from our property development and property management activities in the Philippines. Accordingly, we are heavily dependent on the state of the Philippine economy generally and specifically the Philippine property market. The Philippine property market has in the past been cyclical and property values have been affected by the supply of and the demand for comparable properties, the rate of economic growth and political and social developments in the Philippines. Demand for new residential projects in the Philippines, in particular, has also fluctuated in the past as a result of prevailing economic conditions (including overall growth levels, the value of the Philippine peso and interest rates), the strength of overseas markets (as a substantial portion of demand for our residential projects comes from OFWs and other overseas customers), the political and security situation in the Philippines and other related factors. We expect this trend to continue, which means that our results of operations are expected to continue to vary from period to period in accordance with fluctuations in the Philippine and global economies and the Philippine property market. Demand for residential home ownership We have benefited from greater demand for residential homes due to the growth of the Philippine economy, a relatively young and growing population, rising homeownership rates, the increasing number of Filipinos investing in the Philippine real estate market, strong levels of OFW remittances and increasing demand from expatriate Filipinos. In response to these developments, we have increased the number of our residential development projects, particularly projects within the affordable and middle-income sectors favoured by firsttime home buyers. It is not clear whether these trends will continue, whether new trends affecting the market will emerge and what these trends might be, or whether the demand for residential developments in the Philippines will continue to remain strong. We will have to continue to adapt our business to respond to changing conditions within the Philippine market and our business and results of operations will continue to be affected by demand for home ownership in the Philippines and the popularity of our products, which in turn is affected by design, location, price, facilities and various other factors. Access to, and cost of financing for, us and our potential customers The ability of us and our potential customers to obtain financing, as well as the cost of such financing, affects our business and demand for our products. For example: our access to capital and our cost of financing are affected by restrictions such as single borrower limits imposed by the BSP on bank lending in the Philippines; a substantial portion of our customers procure bank financing to fund their purchases. Increased interest rates make financing, and therefore purchases of real estate, more expensive, which could adversely affect demand for our residential projects; and 3

4 ˆ200G=1CkK&taKb8RŠ 200G=1CkK&taKb8R HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 4 1* if the Government increases its borrowing levels in the domestic currency market, this could increase the interest rates banks and other financial institutions charge and also reduce the amount of bank financing available to prospective property purchasers and to real estate developers, including us. Any lack of access to financing could negatively impact both our plans to expand and develop our business and the ability of potential customers to obtain financing for property purchases. Timing of project completion and of customer payments Our results of operations tend to fluctuate from period to period. The number of properties that we can develop or complete during any particular period is limited due to the time and costs involved in acquiring land and/or entering into joint ventures with landowners. There are also substantial capital requirements for property development and construction and a lengthy development period before positive cash flows may be generated from any particular project. We may also experience delays in project construction and/or completion. Further, we do not recognise a sale as income until a buyer has paid 5% of the purchase price. As of 31 December 2012, we did not recognise a sale as income until a buyer had paid 15% of the purchase price and as of 31 December 2013, we did not recognise a sale as income until a buyer had paid 10% of the purchase price. Once 5% has been paid, the revenue is recognised as follows: (a) for completed projects, the revenue is accounted for using the accrual method and (b) for projects where we have material obligations under the sales contract to complete the project after the property is sold, the percentage of completion method is used. Under the percentage of completion method, revenue is recognised as the related obligations are fulfilled, measured principally in relation to actual costs incurred to date over the total estimated costs of the project. The amount of sales we can recognise as income during any given accounting period will depend on when buyers complete their 5% payment for the property. The period during which a buyer enters into a purchase agreement with us will also have an impact on our real estate sales. For example, in our experience, buyers who enter into purchase agreements during the second half of the year generally do not complete their payments until the succeeding year. As a result, our results of operations in a given year may not reflect the actual number of purchase agreements entered into during that year. See Description of Certain Income Statement Line Items Revenue Real estate sales, Critical Accounting Policies Judgments Revenue and cost recognition and Critical Accounting Policies Management s Use of Estimates and Assumptions Revenue and cost recognition. IFRIC 15, which is currently expected to take effect from 1 January 2017, will require companies to recognise revenue from construction of real estate only upon completion. If IFRIC 15 takes effect in its proposed form, revenue and certain other items in our financial statements may vary significantly from previously recorded amounts using our current revenue recognition policy. See Risk Factors Risks Relating to the Company and its Business A new accounting rule on the recognition of revenue may materially change the way the Company records revenue from construction at real estate in its financial statements and could result in its revenue being lower and more volatile than under it. Sales made prior to commencement of project development Sales of residential real estate units before site development and construction commence, which are referred to as pre-sales, constitute an important source of our operating cash inflow. We use cash from pre-sales to finance site development and construction costs. The amount and timing of cash inflows from pre-sales are affected by a number of factors, including market demand for pre-sale properties and the number of properties available for pre-sale. Reduced cash flow from pre-sales will require us to increase our reliance on external financing, increase our cost of sales and impair our ability to finance our property developments. The regulatory and tax framework We operate in a highly regulated environment. Regulations applicable to our operations include those regarding: road access; suitability of building sites; community facilities; building height and open spaces; water supply; 4

5 ˆ200G=1CkK&taLK$RiŠ 200G=1CkK&taLK$Ri HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 5 1* sewage disposal systems; electricity supply; environment suitability; lot sizes; size of housing and condominium units; and house and condominium unit construction. Approval of the development plans is conditioned on, among other things, completion of the acquisition of the project site and the developer s financial, technical and administrative capabilities. Approvals must be obtained at both the national and local levels, and our results of operations are affected by the nature and extent of the regulation of our business, including the relative time and costs involved in procuring approvals for our new projects. In addition, significant changes in the Philippine tax framework directly affect our net income while other changes, such as increases in the rate of value-added tax or additional exemptions granted by tax authorities, are expected to indirectly impact our results of operations by affecting general levels of spending in the Philippines. We expect that changes in regulatory and tax policy and applicable tax rates will continue to affect results of operations. See Regulation. Tax incentives and exemptions Certain of our sales of residential real estate units are currently not subject to 12% VAT. If these sales become subject to VAT, increases in the prices of our subdivision lots and housing and condominium units could adversely affect our real estate sales. These prospective tax charges will directly affect our net income, and we expect that changes in tax policy and applicable tax rates will continue to affect our results of operations. See Risk Factors Risks Relating to the Company and its Business The change of policy regarding transactions subject to VAT could adversely affect the sales of the Company. Price volatility of construction materials and other development costs Our cost of sales is affected by volatility in the price of construction materials such as steel, timber and cement. As a matter of policy, we attempt to fix the cost of materials components in our construction contracts. However, in cases where demand for steel, timber and cement are high, or when there are shortages in supply, prices for these materials may rise. As a result, rising costs for any construction materials will increase our construction costs, cost of sales and the price for our products. This in turn could adversely affect demand for our products and the relative affordability of such products as compared to our competitors products. This could reduce our profitability. With regard to sales of subdivision lots, if the actual cost of completing the development of a particular project exceeds our estimates, any increase in cost is recorded as part of the cost of sales of subdivision lots in the same project that are recognised after we have recorded the increased cost. This means that the cost of sales for future sales in the same project will be higher. Therefore, if we are unable to pass on the increased development cost to buyers, our margin on future sales from the same project will be lower. Competition We face significant competition in the Philippine residential and commercial property development market. In particular, we compete with other developers in locating and acquiring parcels of land of suitable size in prime locations and at attractive prices. This is particularly true for land located in the central business districts of Manila, as well as in other urbanised areas in the Philippines. Our continued growth also depends in large part on our ability either to acquire high quality land at attractive prices or to enter into joint venture agreements with land-owning partners under terms that yield reasonable returns. Based on our current development plans, we believe that we have sufficient land reserves for property developments for the next several years. We expect that competition among developers for land reserves that are suitable for property development will intensify and that land acquisition costs, and our cost of sales, will increase as a result. If we are unable to acquire suitable land at 5

6 ˆ200G=1CkK&taM2sRÅŠ 200G=1CkK&taM2sR HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 6 1* acceptable prices, or enter into joint ventures with land owners, our long-term growth prospects could be limited and our business and results of operations could be adversely affected. See Risk Factors Risks Relating to the Company and its Business Since the Company operates in a competitive industry, it might not be able to maintain or increase its market share, profitability and ability to acquire land for new projects. Our existing and potential competitors include major domestic developers and, to a lesser extent, foreign developers, including several leading developers from Asia and other parts of the world. Some of these competitors may have better track records, greater financial, human and other resources, larger sales networks and greater name recognition than we do. Competition from other developers may adversely affect our ability to develop and sell our products, and continued development by other market participants could result in saturation of the residential real estate market. See Business Competition. Critical Accounting Policies Critical accounting judgments and policies are those that are both (i) relevant to the presentation of our financial condition and results of operations and (ii) require management s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. To provide an understanding of how our management forms its judgments about future events, including the variables and assumptions underlying our estimates, and the sensitivity of those judgments to different circumstances, we have identified the critical accounting policies discussed below. While we believe that all aspects of our financial statements should be studied and understood in assessing our financial condition and results of operations, we believe that the following critical accounting policies warrant particular attention. Judgments In the process of applying our accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognised in the consolidated financial statements. Revenue and cost recognition Selecting an appropriate revenue recognition method for a particular real estate sale transaction requires certain judgments based on, among other things, the buyer s commitment on the sale which may be ascertained through the significance of the buyer s initial investment, and the stage of completion of the project. Operating lease commitments We have entered into contracts of lease with La Costa Development Corporation and other unit owners of the Pacific Star Building for our administrative office location and model units for ongoing projects. We have determined that these are operating leases since we do not bear substantially all the significant risks and rewards of ownership of these properties. In determining significant risks and benefits of ownership, we considered, among other things, the significance of the lease term as compared with the estimated useful life of the related asset. Distinction between investment properties and land held for future development We determine that a property is investment property if it is not intended for sale in the ordinary course of business, but is held primarily to earn rental income and capital appreciation. Land held for future development comprises property that is held for sale in the ordinary course of business. Principally, this is residential property that we develop and intend to sell before or on completion of construction. Distinction between investment properties and owner-occupied properties We determine whether a property qualifies as an investment property. In making our judgment, we consider whether the property generates cash flows largely independent of the other assets held by an entity. Owneroccupied properties generate cash flows that are attributable not only to property but also to the other assets used in the production or supply process. Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If 6

7 HK8814AM RR Donnelley ProFile HKR chiar0hk 30-Jan :26 EST EXT 7 1* these portions cannot be sold separately, the property is accounted for as an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgment is applied in determining whether ancillary services are so significant that a property does not qualify as investment property. We consider each property separately in making our judgment. Contingencies We are currently involved in various legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with outside counsel handling the defence in these matters and is based upon an analysis of potential results. We currently do not believe that these proceedings will have a material effect on our financial position. It is possible, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings. Management s Use of Estimates and Assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Revenue and cost recognition Our revenue recognition policies require management to make use of estimates and assumptions that may affect the reported amounts of revenue and costs. Our revenues from real estate recognised based on the percentage of completion are measured principally on the basis of the estimated completion of a physical proportion of the contract work. The rate of completion is validated by the responsible department to determine whether it approximates the actual completion rate. Changes in estimate may affect the reported amounts of revenue and cost of real estate sales and receivables. Collectability of the sales price In determining whether the sales price is collectible, the Company considers that the initial and continuing investments by the buyer of 5% of the sales price would demonstrate the buyer s commitment to pay as of 30 September This threshold decreased from 10% as of 31 December 2013 and 15% as of 31 December Buyers credit standings, past due amounts, sales returns, as well as adopting equity requirements closer to prevailing industry practices in recognising realised sales prompted the Company to revise the basis of estimating the level of buyers payments wherein it is probable that economic benefits will flow to the Company. Fair value of investment properties We carry our investment properties at fair value, with changes in fair value being recognised in profit or loss. We engage independent valuation specialists to determine the fair value. The appraisers used a valuation technique based on comparable market data available for such properties. Impairment losses on receivables and due from related parties We review our loans and receivables at each reporting date to assess whether an allowance for impairment should be recorded in the consolidated statement of financial position and any changes thereto in profit or loss. In particular, judgment by management is required in the estimation of the amount and timing of future cash flows when determining the level of allowance required. Such estimates are based on assumptions about a number of factors. Actual results may also differ, resulting in future changes to the allowance. We maintain an allowance for impairment losses based on the result of the individual and collective assessment under Philippine Accounting Standards 39. Under the individual assessment, we are required to obtain the present value of estimated cash flows using the receivable s original effective interest rate. Impairment loss is determined as the difference between the receivables carrying balance and the computed present value. Factors considered in individual assessment are payment history, past-due status and term. The collective assessment would require us to classify our receivables based on the credit risk characteristics (customer type, payment history, past due status and term) of the customers. Impairment loss is then determined based on historical loss experience of the receivables grouped per credit risk profile. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period in which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. The methodology and assumptions used for the individual and collective assessments are 7

8 ˆ200G=1CkK&taNeXRÁŠ 200G=1CkK&taNeXR` HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 8 1* based on management s judgment and estimate. Therefore, the amount and timing of recorded expense for any period would differ depending on the judgments and estimates made for the period. Estimating net realisable value ( NRV ) of real estate inventories and land held for future development We review the NRV of real estate inventories and land held for future development and compare it with the cost since assets should not be carried in excess of amounts expected to be realised from sale. Real estate inventories and land held for future development are written down below cost when the estimated NRV is found to be lower than the cost. NRV for completed real estate inventories and land held for future development is assessed with reference to market conditions and prices existing at the reporting date and is determined by us having taken suitable external advice and in light of recent market transactions. NRV in respect of inventory under construction is assessed with reference to market prices at the reporting date for similar completed property, less estimated costs to complete construction less an estimate of the time value of money to the date of completion. The estimates used took into consideration fluctuations of price or cost directly relating to events occurring after the end of the period to the extent that such events confirm conditions existing at the end of the period. Impairment of nonfinancial assets We assess impairment on our non-financial assets (e.g., property and equipment and intangible assets) and consider the following important indicators: significant changes in asset usage; significant decline in assets market value; obsolescence or physical damage of an asset; significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of usage of the acquired assets or the strategy for our overall business; and significant negative industry or economic trends. Our intangible assets with indefinite life are tested for impairment annually. If such indications are present and where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable amount is the asset s net selling price. The net selling price is the amount obtainable from the sale of an asset in an arm s length transaction while value in use is the present value of estimated future cash flows expected to be generated from the continued use of the asset. We are required to make estimates and assumptions that can materially affect the carrying amount of the asset being assessed. Estimating useful life of property and equipment and intangible assets We estimate the useful lives of our property and equipment and intangible assets other than those with indefinite lives based on the period over which the assets are expected to be available for use. We review annually the estimated useful lives of property and equipment based on factors that include asset utilisation, internal technical evaluation, technological changes, environmental and anticipated use of the assets tempered by related industry benchmark information. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. A reduction in the estimated useful lives of property and equipment would increase depreciation and amortisation expense and decrease noncurrent assets. Recognition of deferred tax assets We review the carrying amounts of deferred tax assets at each reporting date and reduce the amounts to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred tax assets to be utilised. Significant judgment is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and level of future taxable income together with future 8

9 ˆ200G=1CkK&taPPKR[Š 200G=1CkK&taPPKR[ HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 9 1* planning strategies. We assess our projected performance in determining the sufficiency of the future taxable income. Estimating pension obligations The determination of our pension obligations and cost of retirement benefits is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions are described in Note 26 to our consolidated financial statements as of 30 September 2014 and 2010 and 31 December 2010 and for the nine months ended 30 September 2013 and 2014 included elsewhere in this offering Circular and include among others, discount rates, rate of expected return on plan assets, and salary increase rates. While we believe that the assumptions are reasonable and appropriate, significant differences in the actual experience or significant changes in the assumptions may materially affect the pension obligations. Fair value of financial instruments Where the fair values of financial assets and financial liabilities recorded in the consolidated statement of financial position or disclosed in the notes cannot be derived from active markets, they are determined using internal valuation techniques using generally accepted market valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimates are used in establishing fair values. These estimates may include considerations of liquidity, volatility, and correlation. Description of Certain Income Statement Line Items Revenue The table below sets out our revenue for the periods indicated. For the nine months ended For the years ended 31 December 30 September Audited Unaudited (1) (1) (in millions) Real estate sales... P3,760.5 P8,582.0 P 9,304.2 US$ P6,973.2 P7,004.1 US$ Property management fee and other services Leasing revenue Interest and other income , Gain from change in fair value of derivatives Total... P4,702.5 P9,611.2 P10,809.1 US$ P8,089.3 P8,230.8 US$ Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. Real estate sales We account for real estate revenue from completed housing and condominium units and lots using the full accrual method. We use the percentage of completion method, on a unit by unit basis, to recognise income from sales where we have material obligations under the sales contract to complete after the property is sold. Under this method, we recognise revenue as we fulfil the related obligations, measured principally in relation to actual costs incurred to date over the total estimated costs. We typically require payments of 20% to 40% of the total contract price, depending on the type of property being purchased, and buyers are given the duration of the construction period to complete such payment. The turnover balance is paid at project completion, with majority paid via cash and mortgage financing. If a sale is cancelled in the same calendar year in which it was recorded, either because a buyer defaults on its payment obligations or otherwise cancels a sale, we reverse the corresponding entries made in both the Real 9

10 ˆ200G=1CkK&taQ66R+Š 200G=1CkK&taQ66R+ HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 10 1* Estate line item under real estate sales and cost of real estate sales in our statement of comprehensive income. If a sale is cancelled after the end of the calendar year in which it was recorded, we recognise the real estate inventory and derecognise the corresponding outstanding contracts receivable, customers deposit and reimbursable costs (which are transaction costs we initially bear but are reimbursable under the sales contract with the buyer) and any difference is recognised as a gain or loss under interest and other income in our statement of comprehensive income. As a result, to the extent we experience cancellations of sales, our revenues for previous years, where revenue related to cancelled accounts were recognised, may be overstated. In 2013 and in 2014, the Company changed the criteria for estimating when the sales price of a property is collectible by reducing the percentage required from 15% to 10% to 5% over the last three years. For a discussion of the basis as well as the revenue effect of this change, see Results of Operations Nine Months Ended 30 September 2014 vs. Nine Months Ended 30 September 2013 and Results of Operations The Year Ended 31 December 2013 vs. The Year Ended 31 December Property management fee and other services Property management fee represents facility management and consultancy fees of condominiums, corporate facilities and prior projects which have been turned over to buyers. We also record a nominal amount of fees for facilitating auctions of foreclosed real estate projects and providing various technical services such as plan evaluation, consultation and project management. Interest and other income The following table shows a breakdown of our interest and other income for the periods indicated. For the nine months ended For the years ended 31 December 30 September Audited Unaudited (1) (1) (in millions) Interest income: Cash and cash equivalents... P 52.0 P103.5 P 43.9 US$ 1.0 P 94.5 P 25.8 US$ 0.6 Accretion of unamortised discount Income from forfeited collections Marketing fee income from joint ventures Gain on sale of available-for-sale financial assets Unrealised foreign exchange gain Other income Total... Q750.3 Q807.0 Q1,220.6 US$ 27.1 Q Q US$ 18.8 Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. Interest income represents interest from cash and cash equivalents and the accretion of unamortised discount on noninterest-bearing instalment contracts receivable. Accretion of unamortised discount pertains to the amortisation of any discount or premium on acquisition and fees that are an integral part of the effective interest rate. Income from cancelled sales includes both pre-sale fees that have been prescribed from the allowable period of completing the requirements for such pre-sale as well as forfeited collections from defaulted contracts that we determine to be no longer refundable. Other income mainly comprises penalties and other surcharges billed against defaulted contracts receivable. We normally charge buyers a penalty of 3% of the monthly instalment amount each month the instalment is in arrears. Gain from change in fair value of investment properties We own 9,479 sq.m. of land in Makati City that we classified as investment properties in We periodically engage a third party appraiser to determine the fair value of these properties and recognise gains or losses based on the change in the fair value. Leasing Revenue We generate leasing revenue from Century City Mall which opened in

11 HK8814AM RR Donnelley ProFile HKR lichr0hk 30-Jan :26 EST EXT 11 1* Costs and Expenses The following table sets out our costs and expenses for the periods indicated. For the nine months ended For the year ended 31 December 30 September Audited Unaudited (1) (1) (in millions) Cost of real estate sales... P2,444.3 P4,940.7 P5,766.9 US$128.3 P4,023.1 P4,273.5 US$ 95.0 Cost of services Cost of leasing General, administrative and selling expenses , , , , Interest and other financing charges Total... Q3,455.2 Q7,121.1 Q8,091.9 US$180.0 Q5,786.5 Q6,101.3 US$135.7 Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. Cost of real estate sales Cost of real estate sales reflect the cost of subdivision lots and housing and condominium units sold and the sales of which have been recorded as real estate sales. The cost of subdivision lots and housing and condominium units sold before project completion is determined primarily on the cost of land, expenses for regulatory approvals, project personnel costs, site development costs, construction costs (including raw materials) and other project cost estimates. Cost of services Cost of services primarily reflects the salaries, wages and employee benefits of CPMI. General, administrative and selling expenses The following table sets out the components of our general, administrative and selling expenses for the periods indicated: For the nine months ended For the year ended 31 December 30 September Audited Unaudited (1) (1) (in millions) Salaries, wages and employee benefits... P269.4 P P US$ 8.8 P P US$ 7.5 Commissions Marketing and promotions Professional fees Taxes and licenses Entertainment, amusement and recreation Depreciation and amortisation Communication Rent Outside services Supplies Transportation and travel Utilities Miscellaneous Total... Q794.4 Q1,960.3 Q2,041.9 US$45.4 Q1,565.6 Q1,547.4 US$34.4 Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. 11

12 ˆ200G=1CkK&taRhqRŠ 200G=1CkK&taRhqR HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 12 1* Commissions paid to sales or marketing agents on the sale of pre-completed real estate units are deferred when recovery is reasonably expected and are charged to expense in the period in which the related revenue is recognised as earned. Accordingly, when the percentage of completion method is used, commissions are likewise charged to expense in the period the related revenue is recognised. Interest and Other Financing Charges The table below sets out our interest and other financing charges for the periods indicated. For the nine months ended For the year ended 31 December 30 September Audited Unaudited (1) (1) (in millions) Interest expense on: Short-term and long-term debt and bonds payable... P44.9 P41.6 P29.2 US$ 0.6 P 5.1 P19.5 US$ 0.4 Liability from purchased land Other financing charges Total... Q74.8 Q62.5 Q97.5 US$ 2.2 Q65.7 Q40.5 US$ 0.9 Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. Interest expenses directly attributable to the construction of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other interest expenses are expensed in the period they occur. The interest on short-term and long-term debt pertains to interest incurred from long-term debt related to our retail mall and short-term CPMI bank loans. Interest expenses incurred from long-term debt related to our retail mall are already recognised as period costs since the building is already completed and operational. Provision for Income Tax Our provision for income tax consists of provisions for current and deferred income taxes. The current provision for income tax is based on the current tax rate. Deferred income tax primarily represents allowance for probable losses, unrealised foreign exchange losses, net operating losses and the deferred tax liabilities from the difference between tax and book basis of accounting for real estate transactions and unamortised discounts on noninterest-bearing instalment contracts receivable. The deferred tax liabilities from the difference between tax and book basis of accounting for real estate transactions reflect revenue that was recognised in our income statement but not recognised as taxable income for the BIR s income tax purposes. For income tax purposes, collections of 25% and above are recognised in the year of sale and collections below 25% at the year of sale are recognised to the extent of the actual collected amount. Results of Operations Nine Months Ended 30 September 2014 vs. Nine Months Ended 30 September 2013 Real Estate The Company recorded revenue from real estate sales amounting to P7,004.1 million in the nine months ended 30 September 2014, an increase of 0.4% from P6,973.2 million in the same period last year. This was due to the recognition of more real estate sales pursuant to higher pre-sales, in addition to the policies and estimates pursuant to the collectibility of sales price and the percentage of completion methods. During 2014, Century City buildings reported sale of P2,751.9 million primarily from Knightsbridge, Trump Tower, Spire, Milano Residences, and Centuria Medical Tower, as compared to P2,605.7 million in the same period of Century Limitless Corporation reported P4,346.3 million of revenue from real estate sales, particularly from certain 12

13 ˆ200G=1CkK&taSSfR>Š 200G=1CkK&taSSfR> HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 13 1* towers of Azure, Aqua and Commonwealth Residences, as compared to P3,917.6 million in the same period of Furthermore, in the process of applying the Company s accounting policies, management has made certain judgments and estimates. One of these estimates is the collectibility of the sales prices, which prompts the recognition of the Company s sales. As of 30 September 2014, in determining whether the sales price is collectible, the Company considers that the initial and continuing investments by a buyer of 5% of the sales price would demonstrate such buyer s commitment to pay. This threshold decreased from 10% as of 31 December 2013 and is believed to be closer to prevailing industry practices. The change in this estimate increased the Company s real estate sales by P1,950.2 million (with an additional P349.7 million of interest income from accretion) for the nine months ended 30 September The effect of this change in future periods cannot be estimated. Interest and Other Income Interest and other income decreased by 8.2% to P843.2 million in the nine months ended 30 September 2014 from P918.5 million in the nine months ended 30 September This was due primarily to reduced forfeited collections during the year. Property Management Fee and Other Services Property management fee and other services increased by 10% to P217.3 million in the nine months ended 30 September 2014 from P197.6 million in the nine months ended 30 September This was primarily due to management fee rate escalations ranging from 5% to 9% for some of the projects under management. Leasing Revenue An increase in leasing revenue by P106.0 million in the period ended 30 September 2014 from nil in the same period ended 30 September 2013 was due to the start of operations at Century City Mall in Costs and Expenses Cost and expenses increased by 5.4% to P6,101.3 million for the nine months ended 30 September 2014 from P5,786.5 million for the nine months ended 30 September Cost of real estate sales increased by 6.2% from P4,023.1 million in the nine months ended 30 September 2013 to P4,273.5 million in the nine months ended 30 September This was primarily due to the corresponding growth in revenue from real estate sales as well as an increase in certain components of development costs. An increase in cost of leasing by P71.9 million in the nine months ended 30 September 2014 from nil in the same period ended 30 September 2013 was due to the start of operations at Century City Mall in Cost of services increased by 27.2% to P168.0 million for the nine months ended 30 September 2014 from P132.1 million in the nine months ended 30 September This was primarily due to corresponding growth in property management and other service fees. General, administrative and selling expenses decreased by 1.2% to P1,547.4 million in the nine months ended 30 September 2014 from P1,565.6 million in the nine months ended 30 September This was primarily due to management s drive to reduce cost and accrual of expenses. Expenses, in particular, salaries, wages and employee benefits, decreased by P46.8 million, professional fees by P61.1 million, rent by P9.5 million, outsourced services by P7.0 million and transportation and travel by P9.8 million for the nine months ended 30 September Furthermore, taxes and licenses decreased by 57.5% to P41.7 million in the nine months ended 30 September 2014 from P98.14 million in the period ended 30 September On the other hand, the decline in the aforementioned expenses was offset by the increase in commission and marketing expenses amounting to P149.6 million and P23.2 million, respectively, for the nine months ended 30 September This increase is primarily due to the increase in amortisation of these deferred marketing expenses. Interest and other financing charges decreased by 38.3% to P40.5 million for the nine months ended 30 September 2014 from P65.7 million for the same period in This was primarily due to bank fees and other financing charges paid other than capitalised borrowing costs during the year. 13

14 ˆ200G=1CkK&taT9VRYŠ 200G=1CkK&taT9VRY HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 14 1* Provision for Income Tax Provision for income tax decreased by 14.3% to P613.4 million in the nine months ended 30 September 2014 from P715.9 million in the nine months ended 30 September This was primarily due to lower taxable income during the period. Net Income As a result of the foregoing, net income decreased by 4.5% to P1,516.1 million for the nine months ended 30 September 2014 from P1,586.8 million in the nine months ended 30 September The Year Ended 31 December 2013 vs. The Year Ended 31 December 2012 Real Estate In 2013, the Company recorded revenue from real estate sales amounting to P9,304.2 million, an increase of 8.4% from P8,582.0 million in The increase was due to recognition of more real estate sales pursuant to higher pre-sales, in addition to the policies and estimates pursuant to the collectability of sales price and the percentage of completion methods. The Company also completed buildings both in Century City, such as Knightsbridge Residences and turned over buildings in Azure Residences, including the Rio and Santorini towers. Increased construction accomplishments of other Century City Towers, such as Milano Residences, Centuria Medical Tower, Trump Tower at Century City, Positano and Miami Buildings of the Azure Project; Niagara, Sutherland, Dettifoss and Livingstone Buildings of the Aqua Project also contributed to the growth in revenues. The Company also started recognising real estate revenue from its Commonwealth buildings, particularly Osmeña West, Quezon North and Osmeña East Towers. Furthermore, in the process of applying the Company s accounting policies, management has made certain judgments and estimates. One of these estimates is the collectibility of the sales prices, which prompts the recognition of the Company s sales. In determining whether the sales price is collectible, the Company considers that the initial and continuing investments by the buyer of 10% of the sales price would demonstrate the buyer s commitment to pay as of 31 December This threshold decreased from 15% as of 31 December Buyers credit standings, past due amounts, sales returns, as well as adopting equity requirements closer to prevailing industry practices in recognising realised sales prompted the Company to revise the basis of estimating the level of buyers payments wherein it is probable that economic benefits will flow to the Company. The change in estimate increased the Company s real estate sales by P3,043.1 million (with an additional P334.3 million of interest income from accretion) for the period ended 31 December The effect of this change in future periods cannot be estimated. Interest and Other Income Interest and other income increased by 51.3% to P1,220.6 million in 2013 from P807.0 million in This increase was due primarily to non-cash accretion of unamortised discounts reflecting increased revenue from real estate sales, and forfeited collections, during the year. Property Management Fee and Other Services Property management fee and other services increased by 14.5% to P254.4 million in 2013 from P222.2 million in This increase was primarily due to additional buildings under management and management fee rate escalations for some of the projects under management ranging from 5% to 10%. The number of buildings under management as of 31 December 2013 was 55 compared to 51 as of 31 December Costs and Expenses Cost and expenses increased by 13.6% to P8,091.9 million during 2013 from P7,121.1 million for Cost of real estate sales increased by 16.7% from P4,940.7 million in 2012 to P5,766.9 million in This was primarily due to the corresponding growth in revenue from real estate sales as well as increased cost of real estate sales. 14

15 ˆ200G=1CkK&taT!HR:Š 200G=1CkK&taT!HR: HK8814AM RR Donnelley ProFile HKR cheul0hk 30-Jan :26 EST EXT 15 1* Cost of services increased by 17.8% to P185.6 million for 2013 from P157.6 million in This was primarily due to corresponding growth in property management and other service fees and higher personnel costs. General, administrative and selling expenses increased by 4.2% to P2,041.9 million in 2013 from P1,960.3 million in The increase was primarily due to increased amortisation of deferred marketing expenses given more projects are undergoing construction and development. Interest and other financing charges increased by 55.9% to P97.5 million for 2013 from P62.5 million for This was primarily due to bank fees and other financing charges paid other than capitalised borrowing costs during the year. Provision for Income Tax Provision for income tax increased by 36.3% to P872.5 million in 2013 from P640.2 million in The increase was primarily due to collections on new sales during the period as well as from amortisation of accounts sold in previous year The Company also excluded certain expenses for income tax deductibility purposes, pending compliance with withholding tax requirements as mandated by BIR. Net Income As a result of the foregoing, net income slightly decreased by 0.3% to P1,844.7 million for 2013 from P1,849.8 million in The Year Ended 31 December 2012 vs. The Year Ended 31 December 2011 Real Estate The Company recorded revenue from real estate sales amounting to P8,582.0 million in 2012, an increase of 128.2% from P3,760.5 million in The increase was due to recognition of more real estate sales pursuant to higher pre-sales, in addition to the policies and estimates pursuant to the collectability of sales price and the percentage of completion methods. The Company also completed the Gramercy Residences and increased construction accomplishments of the Knightsbridge Residences, The Trump Tower at Century City, The Milano Residences, Centuria Medial Building, and the Rio, Santorini and St. Tropez Buildings in Azure Urban Resort Residences, the Niagara and Sutherland Buildings of Acqua Private Residences, and Canyon Ranch. Interest and Other Income Interest and other income increased by 7.5% to P807.0 million in 2012 from P750.3 million in This increase was due primarily to non-cash accretion of unamortised discounts reflecting increased revenue from real estate sales during the year and the increase in earnings from excess funds. Property Management Fee and Other Services Property management fee and other services increased by 16.0% to P222.2 million in 2012 from P191.6 million in This increase was primarily due to management fee rate escalations for some of the projects under management ranging from 5% to 10%. The number of buildings under management as of 31 December 2012 was 51 compared to 48 as of 31 December Costs and Expenses Cost and expenses increased by 106.1% to P7,121.1 million during 2012 from P3,455.2 million for Cost of real estate sales increased by 102.1% from P2,444.3 million in 2011 to P4,940.7 million in This increase was primarily due to the corresponding growth in revenue from real estate sales. Cost of services increased by 11.2% to P157.6 million for 2012 from P141.7 million in This increase was primarily due to corresponding growth in property management and other service fees. General, administrative and selling expenses increased by 146.8% to P1,960.3 million in 2012 from P794.3 million in The increase was primarily due to amortisation of deferred marketing expenses of launched projects with no percentage-of-completion as of 31 December 2011 and those incurred by the projects during Interest and other financing charges decreased by 16.4% to P62.5 million for 2012 from P74.8 million for This was primarily due to capitalisation of borrowing costs during the year. 15

16 ˆ200G=1CkK&taVl4RqŠ 200G=1CkK&taVl4Rq HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 16 1* Provision for Income Tax Provision for income tax increased by 68.0% to P640.2 million in 2012 from P381.1 million in The increase was primarily due to collections on new sales during the period as well as from amortisation of accounts sold in previous year. Net Income As a result of the foregoing, net income increased by 113.5% to P1,849.8 million for 2012 from P866.2 million for Liquidity and Capital Resources In recent periods, our principal sources of liquidity have been collections from pre-sales, credit facilities with commercial banks and proceeds from issuances of debt and equity securities. We expect to meet our working capital and capital expenditure requirements for the next 12 months primarily from the proceeds of this offering, cash flows from operations and credit facilities with commercial banks. As of 30 September 2014, we had undrawn credit facilities from banks for P3,882 million and have negotiated an additional P2,850 million under agreed term sheets that are subject to final documentation. We may also from time to time seek other sources of funding, such as debt or equity financing, including pesodenominated loans from Philippine banks, depending on our financing needs and market conditions. Cash Flows The following table sets forth selected information from our consolidated statements of cash flows for the periods indicated: For the years ended 31 December For the nine months ended 30 September Audited Unaudited (1) (1) (in millions) Net cash used in operating activities... (P251.8) (P3,413.7) (P 1,585.8) US$ (35.3) (P1,559.0) (P1,235.7) US$ (27.5) Net cash provided by (used in) investing activities (863.2) (1,547.8) (34.4) (678.2) (1,271.7) (28.3) Net cash provided by financing activities , , , , Net increase in cash and cash equivalents , Cash and cash equivalents at beginning of period , Cash and cash equivalents at end of period... Q366.6 Q Q 1,438.9 US$ 32.0 Q 1,783.1 Q 2,777.1 US$ 61.8 Note: (1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P = US$1.00 as of 30 September Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited. Net cash used in operating activities Net cash used in operating activities was P1,235.7 million (US$27.5 million) in the nine months ended 30 September 2014, primarily reflecting spending for operating cost and expenses amounting to P6,635.4 million and payments for income taxes and interest amounting to P211.0 million and P375.0 million, respectively. Inflows from operating activities which includes collections from buyers and interest income received amounted to P5,959.8 million and P25.8 million, respectively. 16

17 ˆ200G=1CkK&taWWzR:Š 200G=1CkK&taWWzR: HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 17 1* Net cash used in operating activities was P1,585.8 million (US$35.3 million) in 2013, primarily reflecting spending for operating cost and expenses amounting to P9,017.2 million and payments for income taxes and interest amounting to P523.0 million and P444.2 million, respectively. Inflows from operating activities which includes collections from buyers and interest income received amounted to P8,354.7 million and P43.9 million, respectively. Net cash used in operating activities was P3,413.7 million in 2012, primarily reflecting spending for operating cost and expenses amounting to P7,296.2 million and payments for income taxes and interest amounting to P172.5 million and P267.3 million, respectively. Inflows from operating activities which includes collections from buyers and interest income received amounted to P4,218.9 million and P103.5 million, respectively. Net cash used in operating activities was P251.8 million in 2011, primarily reflecting spending for operating cost and expenses amounting to P4,280.6 million and payments for income taxes and interest amounting to P53.5 million and P221.4 million, respectively. Inflows from operating activities which includes collections from buyers and interest income received amounted to P4,251.6 million and P52.0 million, respectively. Net cash provided by (used in) investing activities Net cash used in investing activities was P1,271.7 million (US$28.3 million) in the nine months ended 30 September 2014, primarily reflecting additions to deposit for purchased land, investment property and other non-current current assets amounting to P429.6 million, P205.0 million and P392.9 million, respectively. Net cash used in investing activities was P1,547.8 million (US$34.4 million) in 2013, primarily reflecting additions to land held for future use, deposit for purchased land and investment property amounting to P380.0 million, P154.5 million and P875.8 million, respectively. Net cash used in investing activities was P863.2 million in 2012, primarily reflecting additions to investment property amounting to P800.9 million. Net cash provided by investing activities was P325.0 million in 2011, primarily reflecting collection of due from related parties amounting to P558.1 million. Additions to investment property amounting to P58.4 million and property and equipment acquisitions amounting to P168.9 million reduced the cash inflows from investing activities. Net cash provided by financing activities Net cash provided by financing activities was P3,845.7 million (US$85.5 million) in the nine months ended 30 September 2014, primarily reflecting availment of short-term and long-term debt (net of repayments) amounting to P1,701.5 million and cash from issuance of bonds net of transaction costs amounting to P2,654.8 million. Repayment of liabilities from purchased land and issuance of dividends amounting to P327.7 million and P184.5 million partially reduced the cash inflows from financing activities. Net cash provided by financing activities was P3,670.6 million (US$81.6 million) in 2013, primarily reflecting availment of short-term and long-term debt (net of repayments) amounting P2,378.1 million and proceeds from issuance of capital stocks amounting to P1,580.6 million. Dividend payment and acquisition of treasury shares amounting to P184.4 million and P22.5 million reduced the cash inflows from financing activities. Net cash provided by financing activities was P4,812.1 million in 2012, primarily reflecting availment of short-term and long-term debt (net of repayments) amounting P2,778.4 million and proceeds from issuance of capital stocks amounting to P2,186.6 million. Dividend payment and repayment of purchased land amounting to P86.4 million and P54.4 million reduced the cash inflows from financing activities. Net cash provided by financing activities was P10.7 million in 2011, primarily reflecting net repayments of short-term and long-term debt and liabilities from purchased land amounting P343.5 million and P60.0 million, respectively. Payments for these financing activities were sourced by additional financing from related parties amounting P421.2 million. 17

18 ˆ200G=1CkK&taXDoR4Š 200G=1CkK&taXDoR4 HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 18 1* Indebtedness As of 30 September 2014, we had P570.5 million of short-term debt, comprising trust receipts and bank loans, and P7,182.0 million of long-term debt, comprising primarily a receivables financing facility bank loans and bonds payable. In August 2014, the Company issued a P2.7 billion Peso-denominated bond. The value of short-term and long-term debt combined increased by 28.4% from P6,039.1 million as of 31 December 2013 to P7,752.5 million as of 30 September 2014 due to draw downs and availments and issuance of bonds payable made during the period. As of 30 September 2014, we had P2,654.8 million of unsecured debt and P7,752.5 million of secured debt. Capital Expenditures The table below sets out our capital expenditures in 2011, 2012, 2013 and the nine months ended 30 September Year ended 31 December Expenditure (in Q millions) , , , (nine months ended 30 September 2014)... 6,615.8 We have historically sourced funding for capital expenditures through internally-generated funds and credit facilities from commercial banks. The table below sets forth components of our capital expenditures for the periods indicated. For the year ended 31 December For the nine months ended 30 September (in Q millions) Advances and payments to joint venture partners (1)... 1, Acquisition of property and equipment and investment property Construction (including capitalised borrowing costs)... 1, , , ,551.0 Total... 3, , , ,615.8 Note: (1) Advances and payments to joint venture partners is comprised of advances to land owners, additions to deposits for land purchase, additions to investment in and advances to joint venture and repayments of liability from purchased land. Contractual Obligations The table below sets forth our contractual obligations as of 30 September 2014: Contractual Obligations (in Q millions) Short-term and long-term debt and bonds payable... 10,407.3 Accounts payable and other payables... 5,057.2 Liabilities from purchased land Due to related parties Total... 15,606.4 Off-Balance Sheet Arrangements We are not a party to any off-balance sheet obligations or arrangements. 18

19 ˆ200G=1CkK&taX$dR9Š 200G=1CkK&taX$dR9 HK8814AM RR Donnelley ProFile HKR cheul0hk 30-Jan :26 EST EXT 19 1* Market Risk Our principal financial instruments consist of cash on hand and in banks, cash equivalents, receivables from instalment sales and due from and to affiliated companies and credit facilities from commercial banks. We use these financial instruments to fund our business operations. We do not enter into hedging transactions or engage in speculation with respect to financial instruments. We believe that the principal risks arising from our financial instruments are interest rate risk, liquidity risk, credit risk and commodity risk. Because our assets, liabilities, revenue and costs are mostly peso-denominated, we believe that we do not have significant exposure to foreign exchange risk. Interest Rate Risk Fluctuations in interest rates could negatively affect the potential margins in respect of our sales of receivables and could make it more difficult for us to procure new debt on attractive terms or at all. We do not engage in interest rate derivative or swap activities to hedge our exposure to increases in interest rates. Fluctuations in interest rates also have an effect on demand for our products. As most of our customers obtain some form of financing for their real estate purchases, increases in interest rate levels could adversely affect the affordability and desirability of our subdivision lots and housing and condominium units. See Risk Factors Risks Relating to the Company and its Business Increases in interest rates and changes in Government borrowing patterns and Government policies could adversely affect the Company and its customers ability to obtain financing. Liquidity Risk We face the risk that we will not have sufficient cash flows to meet our operating requirements and financing obligations when they come due. We manage our liquidity profile by pre-selling housing and land development projects. In addition, we have receivables backed credit facilities with banks and other financial institutions under the terms of which we, from time to time, assign instalment contract receivables on a with recourse basis. We are typically required to replace receivables assigned on a with recourse basis if the property buyer fails to pay three consecutive instalments or when the sale is otherwise cancelled. If we are unable to maintain our credit lines with banks and other financial institutions, we may not have sufficient funds to meet our operational requirements. See Risk Factors Risks Relating to the Company and its Business The Company might not be able to generate sufficient funds internally or through external financing to operate and grow its business as planned. We intend primarily to use internally generated funds and proceeds from pre-sales, assignment of receivables, borrowings, debt issuances and additional equity offerings to meet our financing requirements. Credit Risk We are exposed to credit risk from defaults by purchasers on their mortgages during the pre-sale periods for our properties. We guarantee the mortgages of purchasers of uncompleted projects. Accordingly, if a purchaser who has a mortgage on an uncompleted project defaults on the mortgage, and we are not able to find a replacement purchaser, or if we fail in an undertaking with the bank, including delivering the property and title to such property within the mutually agreed period, we are obligated to pay the mortgage. As of 30 September 2014, we had guaranteed mortgages for certain of our completed projects, with an aggregate amount of P2,601.5 million. As the projects are completed, the Company s undertaking is limited to delivering title to the buyer. Commodity Risk We are exposed to the risk that prices for construction materials used to build our properties (including timber, cement and steel) will increase. These materials are global commodities whose prices are cyclical in nature and fluctuate in accordance with global market conditions. We are exposed to the risk that we may not be able to pass increased commodities costs to our customers, which would lower our margins. We do not engage in commodity hedging, but we attempt to manage commodity risk by requiring our internal procurement group to supply raw materials for the relevant construction and development projects (and bear the risk of price fluctuations). See Factors Affecting Results of Operations Price volatility of construction materials and other development costs. 19

20 ˆ200G=1CkK&taYoSR)Š 200G=1CkK&taYoSR) HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 20 1* Currency Risk Our assets, liabilities, revenue and costs are mostly peso-denominated. However, we have U.S. dollardenominated loans which have been hedged. The Company may hedge some or all of the Notes offered hereby but such hedging may not be fully effective to mitigate all foreign exchange risks and a portion of the Notes may not be hedged. Inflation For 2011, 2012, 2013 and the nine months ended 30 September 2014, the Philippine consumer price index increased by 4.9%, 3.2%, 3.3% and 4.7%, respectively, year-on-year. The Philippine producer price index for manufacturing increased by 0.9% year-on-year for 2011 and decreased by 0.6%, 7.6% and 0.8%, respectively, year-on-year for 2012, 2013 and the nine months ended 30 September We do not believe that inflation has had a significant effect on our financial condition or results of operations. Recent Accounting Pronouncements Certain new accounting standards and interpretations and amendments to existing accounting standards are effective for financial reporting periods beginning after 30 September We do not expect the adoption of these standards and interpretations to have a significant impact on our consolidated financial statements. For more information, see Note 2 to our consolidated financial statements as of 30 September 2013 and 2014 and 31 December 2011, 2012 and 2013 included elsewhere in this Offering Circular. 20

21 RR Donnelley ProFile START PAGE HK8814AC HKR lamze0hk ˆ200G=1CkK&taZ=FRVŠ 200G=1CkK&taZ=FRV 30-Jan :26 EST EXT 21 PS PMT 1* 1C Business Overview The Company is one of the leading real estate companies in the Philippines with a 28-year track record. According to Colliers International, the Company was ranked third in terms of the Metro Manila condominium residential market share by value of units sold in The Company is primarily engaged in the development, marketing, and sale of mid- and high-rise condominiums and single detached homes, retail and office space leasing and property management. Currently, the Company has five principal wholly-owned subsidiaries, namely, Century City Development Corporation, Century Limitless Corporation, Century Communities Corporation, Century Properties Management, Inc. and Century Properties Hotel and Leisure, Inc. (collectively known as the Subsidiaries ). Through its Subsidiaries, the Company develops, markets and sells residential, office, medical and retail properties in the Philippines, as well as manages residential and commercial properties in the Philippines. As of 30 September 2014, the Company has, including projects completed by its founding principals, completed a total of 25 condominium towers and one commercial building for lease, with a total GFA (with parking) of 922,090 sq.m. The Company s noteworthy developments include the Essensa East Forbes and South of Market in Fort Bonifacio, SOHO Central in the Greenfield District of Mandaluyong City, Pacific Place in Ortigas, Le Triomphe, Le Domaine and Le Metropole in Makati City, and the Gramercy Residences in Century City in Makati City. In March 2014, the Company opened Century City Mall as its first retail development for lease. The Company is currently developing five master-planned communities that are expected to have 28 condominium towers, three commercial buildings for lease, and 934 landed houses, with a total expected GFA (with parking) of 1,449,412 sq.m. As of 30 September 2014, five condominium towers, one retail mall, and 820 houses have been completed, with the remaining 23 condominium towers, two commercial buildings (Acqua 6 and Forbes Media Tower), and 114 houses targeted to be gradually completed by In addition, the Company has agreed to purchase 50% of the usage and leasehold rights of Asian Century Center, an office building in Fort Bonifacio upon its completion in Asian Century Center is currently being developed by Asian Carmaker Corporation. Sale Projects (1) Completion/Targeted Completion Dates Buildings GFA (sq.m.) (with parking) Units % of Units Sold as of 30 September 2014 Jan to Sept ,742 4,645 98% Oct to Dec ,562 3,581 95% ,203 1,501 88% ,981 1,934 77% ,169 2,383 71% ,373 2,168 83% Total 28 1,200,032 16,212 88% Note: (1) Excludes landed houses. Lease Projects (1) Completion/Targeted GFA (sq.m.) Completion Dates Buildings (2) (with parking) Jan to Sept ,065 Mall Oct to Dec ,150 Medical office ,196 (3) Office ,440 Office, Hotel Total 5 190,850 Notes: (1) Does not include the Company s acquisition of 50% of the Pacific Star Low Rise Building in October 2014, with total attributable GFA of 2,958 sq.m. (2) Excluding for lease component of Gramercy Residences and Quezon North. (3) Based on 50% of the total GFA of Asian Century Center. 21 Type

22 ˆ200G=1CkK&ta=J2RjŠ 200G=1CkK&ta=J2Rj HK8814AM RR Donnelley ProFile HKR lichr0hk 30-Jan :26 EST EXT 22 1* The five master-planned communities are: Century City Century City is a 3.4-hectare mixed-use project in Makati City with eight buildings covering a total planned GFA (with parking) of 643,175 sq.m. and targets the middle income and luxury markets. The Company has completed the Gramercy Residences, the Knightsbridge Residences and the Century City Mall as of September Centuria Medical Makati was completed in December There are four additional ongoing projects, including The Milano Residences, Trump Tower at Century City, Century Spire and an office building in partnership with Forbes Media LLC. These four ongoing projects have estimated completion dates ranging from 2015 to Acqua Private Residences Acqua Private Residences is located in Mandaluyong City and comprises six towers with a total planned GFA (with parking) of 229,996 sq.m. The development targets the middle income market. Its amenities will include a country club with fitness, retail, dining and entertainment facilities, as well as what is expected to be the first riverwalk promenade in the Philippines. This project has estimated completion dates from 2015 up to Azure Urban Resort Residences Azure Urban Resort Residences is the Company s first project in the affordable market segment. It is a nine building residential property located in Parañaque City. The development covers a total planned GFA (with parking) of 328,925 sq.m. and features the first man-made beach in an urban residence of its scale in the Philippines and a beach club designed by Paris Hilton. The first three buildings have been completed, and the remaining six buildings are estimated to be completed from 2015 to Commonwealth Commonwealth is the Company s first master-planned residential community development in Quezon City and covers 4.4 hectares and comprises eight towers. The development targets the affordable market segment, providing a total planned GFA (with parking) of 187,016 sq.m. It will be within close proximity to a shopping centre, top schools, technology hubs, churches and major thoroughfares. This project has completion dates ranging from 2015 to Canyon Ranch Canyon Ranch is a 25-hectare house and lot community that is part of the 77-hectare San Lazaro Leisure Park in Cavite City and targets middle-income buyers. The total planned GFA (with parking) is 280,300 sq.m. The community features a clubhouse with sports and leisure facilities and offers residents views of the Leisure Park which includes one of only two operating horse racing tracks in the Philippines. Currently, 820 units have been completed, and the remaining 114 units are projected to be completed on a per lot basis. The Company s land bank for future development consists of properties in Pampanga, Quezon City and Batangas that cover a total site area of 2,000,970 sq.m. The Company, through CPMI, also engages in a wide range of property management services, from facilities management and auction services, to lease and secondary sales. Through CPMI, the Company endeavours to ensure the properties it manages maintain and improve their asset value, and are safe and secure. CPMI manages 51 projects as of 30 September 2014 with 2.56 million sq.m. GFA (with parking) of managed properties and 86% of the projects CPMI manages were developed by third-parties. Notable third-party developed projects under management include the Asian Development Bank in Ortigas, BPI Buendia Center in Makati City, Philippine National Bank Financial Center in Pasay City, Pacific Star Building in Makati City, Makati Medical Center in Makati City and three Globe Telecom buildings in Cebu, Mandaluyong and Makati City. The Company s aim is to enhance the overall quality of life for Filipino and foreign national customers by providing distinctive, high-quality and affordable properties. The Company focuses on differentiation to drive demand, increase its margins and grow market share. In particular, the Company identifies what it believes are the best global residential standards and adapts them to the Filipino market. The Company believes that it has earned a reputation for pioneering new housing concepts in the Philippines. One of the Company s significant contributions is the Fully-Fitted and Fully-Furnished ( FF/FF ) concept, which is now an industry standard in the Philippines. The Company also employs a branding strategy that focuses on strategic arrangements with key global franchises to help capture and sustain consumers awareness. To date, the Company has entered into agreements with Gianni Versace S.P.A., The Trump Organisation, Paris Hilton, Missoni Homes, Yoo by Philippe Starck, Forbes Media Group LLC and Giorgio Armani S.P.A, among others. The Company has marketed and sold to clients in more than 50 countries and, as a result, a significant portion of its residential properties are sold to Filipinos living abroad. International pre-sales accounted for 22

23 ˆ200G=1CkK&taa0xRÊ 200G=1CkK&taa0xRˆ HK8814AM RR Donnelley ProFile HKR cheul0hk 30-Jan :26 EST EXT 23 1* approximately two-thirds of the total pre-sales, in terms of value, for each of the last three years. The Company conducts its sales and marketing through the Company s extensive domestic and international network of 510 exclusive agents who receive monthly allowances and commissions and 3,700 non-exclusive commissionbased agents and brokers as of 31 December Key Strengths Established track record of delivering innovative, high quality products The Company has a 28-year track record of delivering innovative luxury, middle-income and affordable condominiums. The Company focuses on identifying the best global standards and adapting them for the Philippines. Concepts that the Company has introduced into the Philippines include FF/FF units (now common throughout the Philippines), the first urban residence of its scale featuring a man-made beach, and medical offices that are sold to doctors. The Company also believes that it leads the Philippines in partnering with globally renowned brands to enhance the prestige and visibility of its developments, leveraging its credibility, track record and focus on quality to make it a preferred partner for global franchises. For example, the Company has previously partnered with Paris Hilton, Versace Home, Trump Organisation, Missoni Home, Yoo inspired by Starck, and Armani/ Casa. The Company believes these partnerships have contributed to higher demand and pricing power for its developments, for example, pre-sales revenue increased by 36% in the three months after the announcement of Paris Hilton s involvement in Azure Residences, and profits from Milano Residences, which had its interior designed by Versace Home, were higher compared to the Company s neighbouring unbranded projects. Complementing its focus on innovation, the Company is similarly dedicated to ensuring its projects are delivered on time and on budget. The Company believes that its reputation for high quality, well-executed projects is of paramount importance and will continue to be a key driver of demand. Proven international sales platform providing access to diversified and resilient sources of demand The Company employs a progressive marketing strategy which, in addition to successfully marketing to domestic buyers, actively targets OFWs and other overseas buyers in over 50 countries, enabling it to derive over two-thirds of its pre-sales from overseas. The Company s international presence includes seven company offices and 64 selling partners across Asia, Europe, North America, Middle East and Australia. The Company s OFW customer base is largely formed of professionals. Historically, of the Company s OFW customers, 33% were company executives and business owners, and 34% were professionals, such as, accountants, lawyers and engineers. The Company believes it has an industry-leading overseas sales and marketing presence, consisting of overseas offices, international selling partners, and a network of 1,099 overseas agents and brokers. The Company also conducts approximately 20 to 30 international roadshows per month, which directly generate significant pre-sales while also increasing its brand presence. In addition, the Company has an online sales platform which allows its overseas customers to access their statements and enables its agents to market its projects in real time. The Company believes that its significant international presence offers several advantages. First, it believes that the overseas market, underpinned by OFW buyers, represents one of the most resilient sources of demand for Philippine real estate. According to the BSP, OFW remittances exhibited steady growth throughout the global financial crisis, in part due to the geographical diversification of OFWs. Second, the geographical diversity of the Company s sales similarly decreases its exposure to any single jurisdiction. Third, the average income of the OFW population is higher than that of Philippine residents, allowing the Company to sell its developments at a higher price point. 23

24 ˆ200G=1CkK&taarmR>Š 200G=1CkK&taarmR> HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 24 1* g68q PS PMT 4C Pre-sales Breakdown by Buyer Location for the nine months ended 30 September 2014 Asia 26% Others 5% Philippines 32% Middle East 13% North America 14% Europe 10% Strong pre-sales and cashflow from upcoming project completions The Company has enjoyed strong historical pre-sales with 88% of its current inventory already pre-sold. The Company therefore expects to enjoy strong cash collections from pre-sold projects that are due to complete in the near-to-medium term. As of 30 September 2014, the Company has P39.9 billion (US$887.3 million) of uncollected balance from pre-sold units. The Company believes that the high pre-sales of its ongoing projects and consequently strong expected cash collections provides it with superior visibility over its future cashflow and financial performance. Conservative expansion and land banking strategy The Company employs a prudent expansion and capital expenditure policy, to ensure sufficient liquidity and funding for its developments. For example, the Company typically staggers the launch of condominium towers within each project, and will only launch a new condominium tower once it has achieved pre-sales of above 80% for the previously-launched tower. This policy ensures that there is sufficient demand for each tower, staggers the Company s construction expenditures, and mitigates inventory build-up. As a result, the Company believes it has one of the lowest remaining inventory life amongst its peers (as defined by launched inventory divided by sales per year). The remaining inventory life according to Colliers International is 1.24 years for Ayala Land, 1.34 years for the Company, 1.38 for DMCI Homes, 1.44 for SM Development Corporation, and 1.62 years for Megaworld Corporation as of September 30, In addition, the Company employs a conservative land banking policy which seeks to match its cash inflows and outflows. The Company employs an asset light land banking policy, and does not aim to speculatively acquire land bank far ahead of projected use. This policy not only reduces the upfront financing requirement, but also enables the Company to identify sites that are likely to have strong demand. In addition, the Company also often uses deferred cash payments or profit sharing arrangements to acquire its land bank, thus minimizing the upfront risk and cash required. The table below sets forth a list of projects of the Company by acquisition type. Project Hectares Acquisition Type Century City, Makati Cash Azure Urban Residences, Paranaque Cash instalment (1) Acqua Residences, Mandaluyong Cash instalment Commonwealth Residences, Quezon City Joint venture Canyon Ranch, Cavite Joint venture Fort Bonifacio, Taguig Leasehold San Fernando, Pampanga Cash instalment Batulao, Batangas Joint venture Novaliches, Quezon City Cash instalment and joint venture Total Notes: (1) Cash instalment acquisitions are sale and purchase agreements wherein the purchase price is payable over time (anywhere from two years to seven years). These cash installment transactions may include additional interest expense, while some may include a percent of revenue as additional consideration to the purchase price. 24

25 ˆ200G=1CkK&tabcbRpŠ 200G=1CkK&tabcbRp HK8814AC RR Donnelley ProFile HKR lamze0hk 30-Jan :26 EST EXT 25 1* (2) Joint ventures are transactions wherein the landowner contributes the land, in exchange for a percent of share on collections of projected revenue. The benefit to the landowner is that it values the land at a higher cost per square meter, while it makes it efficient for developers as payment is sourced from pre-sales collections. The landowners retain title of the property, but convey the right to sell and develop the land, to the developer. To protect the interests of the developer, the owner s copy of the title to the property is surrendered to the developer for safekeeping and custody, and the joint venture agreement is annotated on the title, which serves as a notice to other parties that the property is already under agreement with the developer and can no longer be dealt with other parties. In the event the landowner decides not to proceed with the development of his land for whatever reason, the developer has the following rights: (1) to cancel the development agreement and seek the return of all expenses plus damages from the landowner; or (2) secure portion of the property already developed and transfer in the name of developer as payment or compensation for expenses incurred by developer. Historically, the Company has not had any instance wherein the joint venture partner rescinded on its obligations on a joint venture agreement. Prudent receivables management policy mitigates risks from cancellations and defaults The Company employs a prudent receivables management policy. Payment schemes typically include progressive payments during construction (typically 20 to 40% of total price) and a lump-sum payment for the balance being paid at completion and turnover, either through cash, mortgage financing or the Company s inhouse financing. Historically, 58% of buyers paid the lump-sum via cash, 40% via mortgage financing, and 2% via the Company s in-house financing. See Sales and Customer Financing. To minimise cancellations and increase our buyers chances of obtaining mortgage financing upon turnover, new buyers are subject to our in-house credit investigation process which looks into their capability and willingness to fulfill the financial obligations of their purchase. Among other things, our checks include: a) verification of the buyer s amount, source, and stability of income; b) ensuring prudent debt-to-income ratios are not breached throughout the buyer s pre- and post-turnover amortisation period; c) looking into any credit and legal cases; and d) other technical issues related to marriage, nationality, and residency that may jeopardize the buyer s chances of obtaining bank financing. Our buyers mortgage application approval rates vary across the different demographics that our projects serve, which historically has been as high as 96% for our high-end residential condominiums in Century City, to as low as 92% for our more affordable units in Azure and Commonwealth. Financially capable and willing buyers who cannot obtain bank financing due to technical reasons related to marriage or nationality are financed through the Company s in-house financing programme, which comprises less than 5% of the Company s buyers. To mitigate the risk of cancellations, the Company retains full title over the units until full payment is received. In the event of cancellation, buyers are not entitled to any refunds if they have made progressive payments for less than two years, and are allowed a partial refund only if they have made payments for over two years. See Regulation Real Estate Sales On Instalments. Prudent project financing policy and cash collection cycle The Company generally aims to finance its condominium projects via a prudent mix of pre-sales, retained earnings, and bank loans. Our condominium projects are typically capitalised as follows (excluding approximately 20% as targeted profit margin): Approximately 30% is financed via collections from pre-sales during the three to five-year construction period; Approximately 20% is financed via retained earnings, as well as equity issuances, from previously completed projects; and Approximately 30% is financed via bank loans and other project-specific financing. The foregoing is only illustrative and varies from project to project. Upon completion and turnover, the Company collects the remaining 70% lump sum payments from its buyers and repays its bank loans, with the remaining free cash flow used to partially finance its next project. The Company believes that its project financing policy and cash cycle is relatively prudent and helps to mitigate its financing risks. First, the Company finances the majority of its construction via pre-sales and retained earnings, which allows it to employ a relatively low loan-to-value ratio of 30% for each project. Second, the Company typically obtains committed credit facilities for the loan financing component. As of 30 September 25

26 ˆ200G=1CkK&tacMQRMŠ 200G=1CkK&tacMQRM HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 26 1* 2014, the company has P10,614 million of outstanding debt. Additionally, the Company has undrawn credit facilities from local banks of P3,882 million, and have negotiated an additional P2,850 million under agreed term sheets that are subject to final documentation. Extensive property management experience is a natural fit for gradual growth of leasing portfolio Over the next five years, the Company intends to gradually grow its leasing portfolio in order to diversify its income sources and increase recurring rental income as a proportion of revenue. Excluding projects under its landbank, and within its projects of Century City, Acqua Private Residences and Fort Bonifacio, the Company expects to gradually build more than 140,000 sq.m. of commercial leasing space over the next five years in addition to Century City Mall. The Company believes that its experience and track record in property management makes it well placed to manage the growth of its leasing portfolio. The Company has utilised its property management experience with the opening of its first retail mall, Century City Mall, in March The mall is 99% leased and 100% reserved as of 30 September Experienced management team The Company has an experienced management team that has been with the Company since its founding, with an average of 20 years of operational and management experience in real estate. It has completed projects in all stages of the business cycle, including the Asian financial crisis in the late 1990s. The Company s management team has extensive experience in, and in-depth knowledge of, the Philippine real estate market and has also developed positive relationships with key market participants, including contractors and suppliers, regulatory agencies and local government officials in the areas where the Company s projects are located. Business Strategy The primary components of the Company s business strategy are as follows: Maintain leadership in the luxury and middle-income segments, while continuing expansion into the affordable segment As the Company grows, it intends to continue to strengthen its reputation as one of the Philippines most innovative developers in the luxury and middle-income segments, and to maintain its position as a key developer in the central business districts of Metro Manila. The Company further aims to leverage its success with the Azure Urban Resort Residences to grow its presence in the affordable housing segment. The Company defines the various market segments as follows: Affordable: Properties in which a majority of the units are priced P2.3 million to P3.6 million Middle-income: Properties in which a majority of the units are priced between P3.7 million and P7.2 million Luxury: Properties in which a majority of the units are priced at P7.3 million and above The Company believes that by creating aspirational offerings for a market familiar with largely practical developments, the Company can create a defensible niche in what is commonly considered a commoditized market. The table below sets forth the breakdown in terms of GFA and units, of the Company s residential condominium units, inclusive of only launched towers. GFA (sq.m.) (with parking) Units Percentage of Total Units Affordable ,941 8, Middle-income ,288 7, Luxury ,000 1, Total... 1,445,229 16,

27 ˆ200G=1CkK&tad4CR-Š 200G=1CkK&tad4CR- HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 27 1* Prudent expansion of commercial property portfolio to diversify earnings and generate recurring income Although the Company believes that a majority of its earnings in the next few years will continue to come from the sale of residential units, it recognises that it is important to expand its leasing portfolio in order to diversify its sources of earnings and increase its recurring income. In 2014, the Company completed Century City Mall, its first retail mall with total GFA (with parking) of 49,143 sq.m. It is 99% leased and 100% reserved as of 30 September The retail mall was designed to cater to residents, employees and patients of Century City, as well as residents of surrounding communities. Excluding projects under its landbank, and within its projects of Century City, Acqua Private Residences and Fort Bonifacio, the Company expects to gradually build more than 140,000 sq.m. of commercial leasing space over the next five years in addition to Century City Mall. Commercial properties that are expected to be built include an office building in Fort Bonifacio, a condotel at Acqua Private Residences, the Forbes Media Tower in Century City. Continue asset light and targeted land banking strategy The Company intends to continue its conservative land banking policy, which seeks to match its cash inflows and outflows. The Company employs an asset light land banking policy, and does not aim to speculatively acquire land bank far ahead of projected use. This policy not only reduces the upfront financing requirement, but also enables the Company to identify sites that are likely to enjoy strong demand-supply fundamentals. In addition, the Company also often uses deferred cash payments or profit sharing arrangements to acquire its land bank, thus minimizing the upfront risk and cash required. The Company believes that significant parcels of land remain available in key locations throughout its target districts within the Philippines, and new opportunities for redevelopment will be created as various cities grow. The Company plans to continue leveraging upon its extensive history in the industry, its reputation as an innovative, leading property developer, and its strong relationships with key industry participants to enter into joint venture agreements, complete deferred cash purchases, and acquire land for its future projects. Expand leading international sales and marketing presence In addition to the Company s strong marketing network in the Philippines, the Company aims to continue building upon its global marketing platform. The Company believes that significant opportunities remain to capitalise on sources of untapped demand in global markets and that the Company has developed the necessary infrastructure and processes to effectively target these opportunities. In the future, the Company intends to increase its international sales and marketing network in established markets such as Canada, the Middle East, and the United Kingdom, while expanding into new markets, including certain countries in the Middle East and Europe, where the Company does not currently have a significant presence. The Company intends to take advantage of new opportunities rapidly by setting up new sales offices within three to six months of identifying an opportunity. Maintain relationships with key international brands and increase the number of collaborations The Company believes that one of its distinguishing features is its ability to provide customers with unique real estate offerings. The Company believes that its ability to collaborate with globally recognised brands, designers, and architects on its projects sets its developments apart from those offered by many of its competitors. It also believes that as the Filipino market continues to evolve, a greater level of significance will be placed on the lifestyle and branding elements in the residential market and that the Company is well-positioned in that regard. The Company will continue to identify new partnerships and collaborations, while maintaining long-term relationships with its current partners. To take advantage of economies of scale, the Company plans to increase the number of buildings covered under one partnership (for instance, Azure Urban Resort Residences, where the whole master-planned community is marketed with Paris Hilton) rather than partnerships on a building-bybuilding basis. Based on past experiences, these partnerships are expected to lead to higher pre-sales and margins on the Company s developments. 27

28 ˆ200G=1CkK&tadv0RBŠ 200G=1CkK&tadv0RB HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 28 1* Maintain prudent cash management The Company maintains prudent cash management policies and diversified funding sources, including bilateral loans, syndicated term loans, public debt issuances and equity investments. Expand outside of Metro Manila Over the medium to longer term, the Company expects to expand to sites outside of Metro Manila in order to increase its geographical diversification. Such expansions will target developing cities where the Company believes it can attain critical mass. These areas are characterized by one or more of the following: source of many overseas Filipino workers and benefits from OFW remittances; has exhibited strong economic growth; has healthy and strong consumption patterns vis-a-vis the national average; and has developed infrastructure, such as roads, telecommunications facilities and airports or is currently undergoing such development. Corporate History and Structure History The Company, formerly EAPRC, was originally incorporated on 23 March 1975 as Northwest Holdings and Resources Corporation. EAPRC was a corporation organised under the laws of the Philippines and listed on the Philippine Stock Exchange. On 27 October 2011, CPI acquired EAPRC and formed the Company. The Company currently undertakes real estate projects and developments through its Subsidiaries. Through such Subsidiaries, the Company develops, markets and sells residential, office, medical and retail properties as well as manages residential and commercial properties in the Philippines. Chairman Jose E.B. Antonio spearheaded the Company s formation with the vision of becoming one of the Philippines top five real estate sales and development firms as measured by total sales value. After experiencing the sales and marketing aspects of the real estate industry, the founders of the Company established Meridian Land Holdings, Inc., Meridian East Realty and Development Corporation, Meridian Far East Development Corporation, and other related entities ( Meridian ) to focus primarily on developing mid-market central business district high-rise projects. Chairman Jose E.B. Antonio has a 40% ownership stake in Meridian. CPI, the parent of the Company, was incorporated in 1983 and began operations in It was primarily organised to focus on marketing and sales for third-party real estate developers. CPI continued its operations throughout the 1990s, and established itself as an innovative, high-quality property developer in the central business districts of the Philippines. In 1989, the Company established CPMI as the first professional real estate management company in the Philippines to handle property management services. CPMI manages 51 projects as of 30 September 2014, including properties such as the Asian Development Bank, Philippine National Bank Headquarters, BPI Buendia Center, Pacific Star Building and Makati Medical Center. Of the total CPMI s projects under management, 86% of the properties were not developed by the Company, underscoring CPMI s reputation in the market. In 2004, the Company further expanded its property development business by developing its first large-scale house-and-lot development, Canyon Ranch. In 2006, leveraging on its experience in developing high-quality buildings and infrastructure, CCDC, a subsidiary of the Company expanded its business into developing large-scale mixed-use properties and the Company undertook one of its most ambitious projects to date, Century City, which is believed to be one of the preeminent mixed-use communities in Makati City. In 2009, the Company expanded its product line into providing condominiums for the affordable to middleincome segment of the market by launching Azure Urban Resort Residences. This was followed by the launch of Acqua Private Residences in Mandaluyong City in In 2012, the Company launched The Residences at Commonwealth by Century, which also caters to the affordable market. In 2013, the Company completed the Century City Mall, its first retail mall designed to cater to residents, employees and patients of Century City, as well as residents of surrounding communities. 28

29 ˆ200G=1CkK&taefvRQŠ 200G=1CkK&taefvRQ HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 29 1* In its 28 years of operations, the Company expanded and diversified its services, developments, products, and market segments. It aims to provide specialised service to each of its projects and its potential clients. Since its incorporation in 1983, the Company has grown to 406 full time employees, excluding sales agents, construction and property management, as of 30 September Completed / Turned Over Projects as of 30 September 2014 Project Name (1) Developer Location Type GFA (sq.m.) (with parking) Units Year Completed Le grand Meridien Makati City Residential 15, Vine Villas Meridien Pasig City Townhouse N/A Le Triomphe Meridien Makati City Residential 20, La Maison Rada Meridien Makati City Residential 6, Le Metropole Meridien Makati City Residential 17, Pacific Place Meridien Pasig City Residential 33, Le Domaine Meridien Makati City Residential 16, One Magnificent Mile Meridien Pasig City Office 23, Medical Plaza Makati Meridien Makati City Medical 24, Office Medical Plaza Ortigas Meridien Makati City Medical 34, Office Essensa (2) Meridien Taguig City Residential 115, Oxford Suites Meridien Makati City Service 17, Apartment West of Ayala Meridien Makati City Residential 57, Bel-air Soho Meridien Makati City Residential 9, South of Market (2) Meridien Taguig City Residential 62, SOHO Central (2) Meridien Mandaluyong Residential 64, Grand SOHO Makati CPI Makati City Residential 29, Gramercy Residences CCDC Makati City Residential 121,595 1, Knightsbridge Residences CCDC Makati City Residential 87,717 1, Rio CLC Parañaque Residential 42, City Santorini CLC Parañaque Residential 36, City St. Tropez CLC Parañaque Residential 36, City Century City Mall CCDC Makati City Retail 49, Total 922,090 8,777 Note: (1) Including projects completed by Meridien. (2) With two buildings per project. 29

30 ˆ200G=1CkK&tafQkR/Š 200G=1CkK&tafQkR/ HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 30 1* Properties Under Management as of 30 September 2014 The Company, through CPMI, manages both residential and commercial properties. The following table sets forth information regarding residential properties under its management. Project Name Number of Buildings Location Developer GFA (sq.m.) (with parking) Residential Properties Astoria Plaza Condominium 1 Pasig Millennium Properties & Brokerage 53,767 Aqua Private Residences 1 Mandaluyong Century Properties, Inc. Azure Urban Residences 5 Parañaque Century Properties, Inc. 79,196 BSA Suites Condominium 1 Makati ASB Development Corp. 22,925 Canyon Ranch Estate Carmona, Cavite Century Communities Corporation 83,889 Essensa East Forbes 2 Taguig Meridien East Realty & Development 115,000 Corp. Golden Empire Tower 2 Manila Moldex Land Holdings 129,514 Goldland Plaza Condominium 1 San Juan Goldland Development & Realty 54,524 Group Grand Soho Makati Condominium 1 Makati Century Properties, Inc. 29,628 Knightsbridge Condominium 1 Makati Century City Development Corp 43,414 Le Gran Condominium 1 San Juan Arpen Real Estate Development, Inc. 15,423 Le Triomphe Condominium 1 Makati Meridien East Realty & Development 20,239 Corp. Paragon Plaza 1 Mandaluyong Fil Estate Properties, Inc. 71,631 Pioneer Highlands North 1 Mandaluyong Universal Rightfield Property 89,990 Holdings, Inc. Skyway Twin Towers 2 Pasig Amberland Corporation 95,417 Soho Central Condominium 1 Mandaluyong Meridien East Realty & Development 64,816 Corp. South of Market Condominium 1 Taguig Meridien East Realty & Development 62,246 Corp. The Gramercy residences 1 Makati Century City Development Corp 121,595 Tiffany Place Condominium 1 Makati River Oaks Realty Corporation 24,702 Two Lafayette Square 1 Makati Megaworld Properties & Holdings, 17,189 Inc. West of Ayala Condominium 1 Makati Meridien East Realty & Development 57,752 Corp. Sub-Total 27 1,252,857 Commercial Properties 139 Corporate Center 1 Makati Antel Realty & Development 24,426 Corporation 88 Corporate Condominium 1 Makati Belgen Realty Development, Inc. 37,677 Antel Global Condominium 1 Pasig World Class Properties, Inc. 60,238 AvecShares Asia, Inc. 1 Taguig Avecshares Asia, Inc. 12,232 Century City Lifestyle Mall 1 Makati Century Properties, Inc. 52,233 BPI Buendia Center 1 Makati Bank of the Philippine Islands 61,262 Glaxo Smith Klein 1 Makati GlaxoSmithKline Philippines, Inc. 9,471 Innove Plaza Condominium 1 Cebu Prosperity Properties & Management 12,031 Corporation Medical Plaza Ortigas 1 Pasig Meridien Property Ventures, Inc. 34,642 One Corporate Center Ortigas 1 Pasig Amberland Corporation 117,799 One Corporate Plaza 1 Makati Inchport Realty Corporation 12,034 One Magnificent Mile Condominium 1 Pasig Meridien Far East Properties 23,105 One San Miguel Avenue Condominium 1 Pasig Amberland Corporation 64,577 Pacific Star Building 1 Makati Penta Pacific Realty Corporation 95,302 Prestige Tower Condominium 1 Pasig Amberland Corporation 58,698 Singapore Embassy 1 Taguig 4,900 Solar Century Tower 1 Makati Solar Entertainment Corporation 5,265 Times Plaza Condominium 1 Manila RHL Properties & Development 35,820 Sub-Total ,712 30

31 ˆ200G=1CkK&tag7=R$Š 200G=1CkK&tag7=R$ HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 31 1* g02x PS PMT 4C Project Name Number of Buildings Location Developer GFA (sq.m.) (with parking) Facilities Management Asian Development Bank, Clark 1 Pampanga Asian Development Bank 2,000 Asian Development Bank, Headquarters 1 Mandaluyong Asian Development Bank 204,092 Fisher-Rosemount Systems, Inc. 1 Pasig Amberland Corporation 7,378 Globe IT Plaza Cebu 1 Cebu Globe Telecom, Inc. 12,678 Globe Telecom Avatar 1 Cavite Globe Telecom, Inc. 3,085 Globe Telecom Pioneer 2 Mandaluyong Globe Telecom, Inc. 34,918 Globe Telecom Valero 1 Makati Globe Telecom, Inc. 29,340 Globe Data Center 1 Makati Innove Plaza 7,964 Globe Technohub 1 UP Diliman Innove Plaza 25,000 Makati Cinema Square 1 Makati MCS Condominium Corporation 20,000 Makati Medical Center 1 Makati Medical Doctors, Inc. 90,467 PNB Financial Center 1 Pasay Philippine National Bank 151,435 Sub-Total ,357 Total number of projects 51 2,562,926 Total number of buildings 58 Corporate Structure The following chart shows the Company s current corporate structure. Public Century Properties, Inc. ( CPI ) 33.30% 66.70% Company listed on Philippine Stock Exchange ( Century Properties Group Inc. ) Subsidiaries Target market 100% 100% 100% 100% 100% Century City Development Corporation ( CCDC ) Mixed-use development consisting of residential, retail, and medical facilities Century Communities Corporation ( CCC ) Horizontal house and lot development Century Limitless Corporation ( CLC ) Mid-market / affordable high quality residential projects Century Properties Management ( CPMI ) One of the largest property management companies in the Philippines Century Properties Hotel and Leisure Inc. ( CPHLI ) For future hotel developments Projects Century City Canyon Ranch Azure, Acqua, Commonwealth Property Management Hotel Development and Operation The Subsidiaries are segregated by the target market of each project, allowing each to specialise and focus on their buyers requirements in pricing, size, location and amenities. Below is a description of each subsidiary of the Company: Century Communities Corporation CCC, incorporated on 15 March 1994, is focused on horizontal house-and-lot developments. From the conceptualisation to the sellout of a project, CCC provides experienced specialists who develop and execute the right strategy to successfully market a project. CCC is currently developing Canyon Ranch, a 25-hectare houseand-lot development located in Carmona, Cavite. 31

32 ˆ200G=1CkK&tagyNRRŠ 200G=1CkK&tagyNRR HK8814AM RR Donnelley ProFile HKR chanc2hk 30-Jan :26 EST EXT 32 1* Century City Development Corporation CCDC, incorporated on 19 December 2006, is focused on developing mixed-use communities that contain residences, office, and retail properties. CCDC is currently developing Century City, a 3.4-hectare mixed-use development along Kalayaan Avenue in Makati City. Century Limitless Corporation CLC, incorporated on 9 July 2008, focuses on developing high-quality, affordable residential projects. Projects under CLC will cater to first-time home buyers, start-up families, and retirees seeking safe, secure, and convenient homes within close proximity of quality healthcare facilities. Century Properties Management, Inc. CPMI, incorporated on 17 March 1989, is one of the largest property management companies in the Philippines, as measured by total gross floor area under management. CPMI manages 51 projects, covering a total GFA (with parking) of 2.56 million sq.m. as of 30 September The Company believes that CPMI is the first independent and local property management company to introduce first-class international property management standards in the Philippine property market. CPMI has been awarded 18 safety and security distinctions from the Safety Organisation of the Philippines. Century Properties Hotel and Leisure, Inc. CPHLI, incorporated in 27 March 2014, is a newly formed wholly-owned subsidiary of the Company. CPHLI is expected to engage in the hotel business and related business ventures. Property Development Projects As one of the leading real estate developers in the Philippines, the Company prides itself on providing a wide range of innovative real estate products to its customers. The Company s approach to property development focuses on creating unique real estate properties with the best design, quality, and amenities. The Company identifies the global standard and combines that with its ability to acquire land in prime urban areas to create properties that meet the demands of the Philippine real estate market. The Company uses strategic partnerships with key global franchises to capture consumer awareness and demand for its projects. It develops properties for several market segments, from luxury residential projects to affordable and mixed-use developments. Upon completion, Century City, Acqua Private Residences, Azure Urban Resort Residences, The Residences at Commonwealth, and Canyon Ranch are expected to have a total of 16,212 condominium and commercial units (including un-launched towers of Spire office and Acqua 6) and 934 single-detached homes, with a total expected GFA (with parking) of 1,669,412 sq.m. 32

33 ˆ200G=1CkK&tahj9RUŠ 200G=1CkK&tahj9RU HK8814AM RR Donnelley ProFile HKR chiar0hk 30-Jan :26 EST EXT 33 1* g37l PS PMT 4C The following table sets forth certain information regarding the Company s current projects for which master plans have been launched as of 30 September 2014: Project Name Developer Type of Project Century City CCDC Residential Office Retail Target Market Middle Income Luxury Average Unit Price (in Q millions) Location Barangay Poblacion, Makati City GFA (sq.m.) (with parking) Number of Buildings / Houses Status of Development 643, completed projects as of September completed office building in December additional ongoing projects estimated to be completed between 2015 to 2019 Azure Urban Residences CLC Residential Affordable 3.7 Parañaque City 328, completed buildings, with 6 additional buildings projected to be completed between 2015 to 2018 Acqua Residences CLC Residential Middle Income 5.0 Mandaluyong City 229,996 6 Project estimated to be completed from 2015 to 2019 Commonwealth Residences CLC Residential Affordable 3.5 Commonwealth, Quezon City 187,016 8 Project estimated to be completed from 2015 to 2019 Canyon Ranch CCC Residential Middle Income 3.9 Carmona, Cavite 280, houses completed, with remaining 114 houses to be completed on a per lot basis Total 1,669,412 Century City The Company, through CCDC, began development on one of the last remaining undeveloped pieces of real estate in Makati City in Rising on a portion of the property formerly occupied by the International School Manila, Century City is a 3.4-hectare mixed-use project with eight buildings covering a total planned GFA (with parking) of 643,175 sq.m. The development is a fully master-planned vertical village that is home to the Gramercy Residences, Knightsbridge Residences, Milano Residences, the Trump Tower, Centuria Medical Makati, Century Spire, Forbes Media Tower and Century City Mall. As of 30 September 2014, 94% of the for sale residential development has been sold. 33

34 ˆ200G=1CkK&taiT%RlŠ 200G=1CkK&taiT%Rl FBU-MWE-XN04 RR Donnelley ProFile HKR aruml0dc 30-Jan :26 EST EXT 34 1* g68k PS PMT 4C Gramercy Residences The Gramercy Residences is a New York-inspired luxury tower that is the Philippines first fully furnished and fully serviced condominium with advanced technology. On the 71 st floor, it currently houses 71 Gramercy, a New York-style restaurant and club. The club has an inside lounge and bar area, a restaurant area as well as an outside roof deck terrace that affords views of Metro Manila. It offers a number of amenities, including, restaurants, bars, entertainment and well-being facilities, exclusive internet and telecommunication solutions, a day care centre, a THX-certified theatre, cafes, a library, and a grand view of Makati City. The Gramercy Residences targets the middle-income segment, consists of over 1,400 units, and has a total GFA (with parking) of 121,595 sq.m. It was the first residential tower to be turned over in Century City. As of 30 September 2014, 100% of the development has been sold. 34

35 ˆ200G=1CkK&tajBtRÊ 200G=1CkK&tajBtRˆ HK8814AC RR Donnelley ProFile HKR ngoch0hk 30-Jan :26 EST EXT 35 1* g49q PS PMT 4C Knightsbridge Residences Inspired by one of London s most prestigious neighbourhoods, the Knightsbridge Residences is the second residential tower completed at Century City. Each unit in the property is called a POD. The POD concept allows units to be combined, giving buyers flexibility to maximize space and addressing urban dwellers need for a living space that matches their lifestyle. Each POD is FF/FF with one of five design themes. Amenities in the building include several large lounge areas, a spa, a swimming pool, fitness centre, game room, library, and an outdoor patio with views of the city. The Knightsbridge Residences was completed in December The development targets the middle-income segment, consists of approximately 1,200 units, and has a total GFA (with parking) of 87,717 sq.m. As of 30 September 2014, 100% of the development has been sold. 35

36 ˆ200G=1CkK&talYLRQŠ 200G=1CkK&talYLRQ HK8814AC RR Donnelley ProFile HKR chaum0hk 30-Jan :26 EST EXT 36 1* g57k PS PMT 4C Milano Residences Milano Residences is the first private luxury residence in Asia built in collaboration with Gianni Versace, S.P.A. with its interior designed by Versace Home. The Company entered into an Interior Design Agreement with Gianni Versace S.P.A. for them to design the building s common areas and provide buyers with an option to have the interiors of their units designed by Versace Home. The development is one of only five properties worldwide with an interior designed by the brand. Milano is planned to have 54 floors and is expected to have amenities such as a business centre, pool, library, spa, juice bar, fitness centre and a roof garden. The project was launched in 2010 and is expected to be completed in It is expected to consist of over 470 units and will have a total GFA (with parking) of 64,304 sq.m. upon completion. As of 30 September 2014, 91% of the development has been sold. 36

37 ˆ200G=1CkK&tamG7R*Š 200G=1CkK&tamG7R* HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 37 1* PS PMT 4C g40n g36o Trump Tower at Century City Trump Tower at Century City will capitalise on the growth of Makati City to create a property that will be one of the first of its kind in the Philippine real estate market. Each unit in this 60-floor development is expected to feature high-end finishes and classic design and the building s amenities are expected to include a pool, spa lounge, fitness centre, business centre, meeting rooms, library, and a video room. Part of the common areas are expected to be furnished with pieces from the Hermes home collection. Sales for the development began in Trump Tower at Century City is the second luxury development in Century City, and it is expected to consist of over 260 units and have a total GFA (with parking) of 54,660 sq.m., once completed. CCDC is the developer of the property and uses the Trump name under license from Trump Marks Philippines LLC. Trump Tower at Century City is not owned, developed, or sold by Donald J. Trump, the Trump Organisation, or any of their affiliates. The project is expected to be completed in As of 30 September 2014, 88% of the development has been sold. Centuria Medical Makati Centuria Medical Makati is an information technology out-patient medical facility that is expected to offer clinic and office space for sale to doctors and wellness practitioners. This 28-floor development is expected to feature floors devoted to diagnostic equipment and services, rooms for aesthetic procedures, post-recovery suites, and spaces for other service providers in health, wellness, and preventive medicine. The Company entered into an agreement with General Electric Healthcare for them to provide the diagnostic equipment used in the building and to offer value-added services upon request. The Company launched the development of this project in The property is expected to consist of office suites, both for sale and for lease. It has a total GFA (with parking) of 74,103 sq.m. upon completion in 2014, including more than 7,000 sq.m. GFA for lease. As of 30 September 2014, 100% of the for sale units of the development has been sold. 37

38 ˆ200G=1CkK&tam%#RZŠ 200G=1CkK&tam%#RZ HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 38 1* PS PMT 4C g79v g40e Century City Mall The Century City Mall was built on the 6,313 sq.m. lot adjacent to the Gramercy Residences. This retail centre was completed in September 2013 and was launched to the public in March It serves as the neighbourhood retail centre for residents of Century City s residential buildings, the doctors, employees, and patients of Centuria Medical Makati, and the residents of the surrounding area. Century City Mall hosts a mix of local and international shops, concept stores and restaurants. There are three basement floors open for visitors parking with valet services. The development is fully-owned by the Company and managed by CPMI. It has a total GFA (with parking) of 49,123 sq.m. and net leasable area of 17,000 sq.m. As of 30 September 2014, the mall is 99% leased and 100% reserved. Century Spire Century Spire was launched in 2013 as the last of the five residential buildings developed in Century City and the first residential building to bear the Century name. The building s architecture is designed by Daniel Libeskind, the architect behind New York s Ground Zero, while its amenities and common areas are interiordesigned by Armani/Casa. Century Spire is a 60-story building expected to have a total GFA (with parking) of 98,583 sq.m. and over 500 of residential units for sale. Century Spire will also comprise office space for sale of approximately 43,000 sq.m. The project is expected to be completed in

39 ˆ200G=1CkK&tanprRHŠ 200G=1CkK&tanprRH HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 39 1* PS PMT 4C g98w g39n Forbes Media Tower The Forbes Media Tower is expected to be the world s first Forbes-branded commercial building. This project, located in Makati City, is designed by G2 Development Planning ( G2DP ), a real estate development and planning firm which specialises in comprehensive development solutions focused on projects for urban regeneration, as well as environmentally sensitive destination developments around the world. G2DP is responsible for the design of the Carrasco International Airport, 20 Fenchurch Street, Forbes Media Towers in Brazil and Thailand, among others. The project is situated on a land area of 3,166 sq.m. and will be composed of commercial and IT office units. The entire project is expected to have a total GFA (with parking) of approximately 93,091 sq.m. This project is planned to be comprised of office units for lease. The project is expected to be completed in Acqua Private Residences A six-tower master-planned development built on 2.4 hectares at the border of Makati City and Mandaluyong City, Acqua Private Residences has a tropical rainforest design that attempts to combine nature with urban living. The towers are each expected to have views of the Makati City skyline. Acqua s amenities are expected to include a lounge area, juice bar and cafe, spa, climbing wall, boxing studio, tennis courts, and what is expected to be the first river walk promenade in the Philippines, which will feature restaurants, bars, and designer stores. The project was launched in February The six-tower project is targeted at customers in the middleincome segment and is expected to consist of over 3,000 units with a total GFA (with parking) of 229,996 sq.m. 39

40 ˆ200G=1CkK&taoagRzŠ 200G=1CkK&taoagRz HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 40 1* g76y PS PMT 4C upon completion. The Pasig River separates Acqua Private Residences from Makati City, and the property will be accessible from Makati City via a newly constructed bridge from the Pasig River. Below are the descriptions of five out of six towers in Acqua that have been already been launched by the Company. As of 30 September 2014, 88% of the development has been sold. Niagara Tower, Sutherland and Dettifoss Towers The Niagara Tower is the first building that will rise at Acqua Private Residences. It is planned to have 42 floors, with FF/FF units facing the Makati-Rockwell, Manila, and Mandaluyong skylines. The project was launched in 2011 and is expected to have a total GFA (with parking) of 34,519 sq.m. upon completion in The Sutherland Tower is the second building that is expected to be completed in The tower is expected to have 44 floors with FF/FF residential units. The project was launched in 2011 and is expected to have a total GFA (with parking) of 42,145 sq.m. upon completion. The Dettifoss Tower is the most central of the six buildings to be built at Acqua Private Residences. Dettifoss is expected to have 46 floors with FF/FF residential units. The project was launched in 2011 and is expected to have a total GFA (with parking) of 37,616 sq.m. upon completion in As of 30 September 2014, 95% of the development has been sold. 40

41 ˆ200G=1CkK&tapKWRfŠ 200G=1CkK&tapKWRf HK8814AM RR Donnelley ProFile HKR chuie0hk 30-Jan :26 EST EXT 41 1* PS PMT 4C g24k g60l Livingstone Tower Acqua Livingstone is a 53-story residential tower and is the world s first and only Missoni-branded residential project. The project was launched in 2012 and is expected to have a total GFA (with parking) of 40,927 sq.m. upon completion in As of 30 September 2014, 79% of the development has been sold. Iguazu Tower Acqua Iguazu by Yoo is expected to be the fifth tower to rise in Acqua Private Residences. The tower will be interior designed by Yoo, the design company founded by designer Philippe Starck and international property entrepreneur John Hitchcox. The tower will feature a sky deck, whose amenities include a swimming pool, bar, dining area, function rooms, an indoor and an outdoor library, and a movie room. The project was launched in 2012 and is expected to have a total GFA (with parking) of 36,367 sq.m. upon completion in As of 30 September 2014, 70% of the development has been sold. Acqua 6 A phase of the overall Acqua Private Residences development is focused on hospitality through the Acqua 6 development. Acqua 6 is a 40-story building with approximately 466 units and a total GFA (with parking) of more than 30,000 sq.m. The building comprises approximately 150 units of branded residences, 152 units of shared ownership residences and 158 units that will be operated as an all-suite hotel and serviced apartment and managed by Accor, one of the largest hotel groups in the world, under the Novotel Suites brand. The Acqua 6 development is focused on delivering hospitality services that will be managed to international hotel standards. Its amenities are expected to include an international restaurant, executive club lounge, residents lounge, fitness and wellness centre, executive meeting facilities and pool, which are all supported by butler and concierge services. 41

42 ˆ200G=1CkK&taq2JRUŠ 200G=1CkK&taq2JRU HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 42 1* PS PMT 4C g32l g51t Azure Urban Resort Residences Designed by the award-winning master planning and architectural firm Broadway Malyan, Azure Urban Resort Residences is expected to consist of nine residential buildings on a six-hectare property, with 80% of the land dedicated to open space. The property is the first man-made beach residential development of its scale in the Philippines and features a beach club designed by celebrity, Paris Hilton. In addition to the Paris Beach Club, the property s amenities are expected to include a beach volleyball area, Zen garden, lap pool with cascading waterfalls, poolside bar, basketball court, multi-purpose court, THX-certified theatre, an open park, playgrounds, and restaurants. The property is located beside the SM Bicutan mall in Parañaque City. The development targets the affordable housing segment, and is expected to consist of approximately 5,000 units and have a total GFA (with parking) of 328,925 sq.m. The first three towers of Rio, Santorini and St. Tropez have already been completed, and the remaining 6 towers are expected to be completed from 2016 to As of 30 September 2014, 90% of the development has been sold. The Residences at Commonwealth The Residences at Commonwealth is a 4.4-hectare project of the Company and its first master-planned residential community development in Quezon City. The eight-tower project is located in Commonwealth Avenue within the vicinity of a shopping centre, top schools, techno hubs, churches and major thoroughfares. 42

43 ˆ200G=1CkK&taqt5RLŠ 200G=1CkK&taqt5RL HK8814AC RR Donnelley ProFile HKR chany0hk 30-Jan :26 EST EXT 43 1* PS PMT 4C g07v g20c The Commonwealth by Century residential package includes liveable unit layouts with extended balconies, distinctive amenities that encourage outdoor and holistic social interaction, a community with open spaces, greenery and waterscapes; and 24-hour safety and security systems. The entire project will have a total GFA (with parking) of 187,016 sq.m. The 8 buildings are expected to be completed from 2015 to As of 30 September 2014, 84% of the development has been sold. Canyon Ranch The Canyon Ranch development, located in Carmona, Cavite, is a community south of Manila containing single family detached homes. This development is a part of the San Lazaro Leisure Park, which includes one of only two operating horse racing tracks in the Philippines. The Company acquired the right to develop the land and launched the project in May The project is a joint venture with the Manila Jockey Club. The development targets middle-income customers and is expected to consist of 934 single family detached homes situated on 280,300 sq.m. upon completion. The Canyon Ranch development is a 25-minute drive from Makati City and is highly accessible via the South Luzon Expressway or the Alabang Skyway. The project is close to several shopping destinations, including the Alabang Town Center, Festival Mall, SM Dasmariñas, Pavillion Mall, and Robinsons Place Dasmariñas. 820 houses have already been completed, with the remaining 114 houses expected to be completed on a per house basis based on when each house is sold. As of 30 September 2014, 95% of the development has been sold. Asian Century Center The planned office development in Fort Bonifacio will be the Company s first venture into the office property segment in Bonifacio Global City. It is a 23-story office building in Fort Bonifacio Global City, Taguig City. It is expected to have a total GFA (with parking) of approximately 53,685 sq.m., with the Company s share of 26,843 sq.m. Asian Carmakers Corp. will develop the building as planned and thereafter assign in favour of the Company, through its subsidiary CCDC, the usage rights over 50% of the building. The project is expected to be completed in