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RLC 2024 Definitive Information Statement 20-IS (Redacted) (1) (1)

Robinsons Land Corporation is holding its Annual Meeting of Shareholders on May 8, 2024, with provisions for remote participation and voting in absentia. Shareholders can submit their proxies and questions via email by April 29, 2024, and the agenda includes approval of minutes, financial statements, election of directors, and appointment of an external auditor. The document also provides profiles of nominees for the Board of Directors and outlines the voting procedures for shareholders.
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0% found this document useful (0 votes)
19 views

RLC 2024 Definitive Information Statement 20-IS (Redacted) (1) (1)

Robinsons Land Corporation is holding its Annual Meeting of Shareholders on May 8, 2024, with provisions for remote participation and voting in absentia. Shareholders can submit their proxies and questions via email by April 29, 2024, and the agenda includes approval of minutes, financial statements, election of directors, and appointment of an external auditor. The document also provides profiles of nominees for the Board of Directors and outlines the voting procedures for shareholders.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 363

COVER SHEET

9 3 2 6 9 - A
SEC Registration Number

R O B I N S O N S L A N D C O R P O R A T I O N

(Company’s Full Name)

L E V E L 2 G A L L E R I A C O R P O R A T E C E N T ER

E D S A C O R N E R O R T I G A S A V E N U E ,

Q U E Z O N C I T Y , M E T R O M A N I L A

(Business Address: No. Street City/Town/Province)

Atty. Juan Antonio M. Evangelista 8397-1888


Corporate Secretary
(Contact Person) (Company Telephone Number)

1 2 3 1 2 0 - I S Last Wednesday of May


Month Day (Form Type) Month Day
(Fiscal Year) (Annual Meeting)

Definitive Information Statement

Issuer of Securities under


SEC-BED Order No.125,Series of 1989; SEC-BED Order No.435, Series of 1989; SEC-BED Order No.523,Series of
1993; SEC-BED Order No.524 Series of 1993;SEC-BED Order No. 572, Series of 1995; SEC-BED Order No. 057,
Series of 1997; SEC-CFD Order No. 128, Series of 2006; SEC-MSRD Order No 71, Series of 2015
(Secondary License Type, If Applicable)

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

STAMPS
Remarks: Please use BLACK ink for scanning purposes.

ii
ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2024

EXPLANATION OF AGENDA ITEMS FOR SHAREHOLDER APPROVAL

The Corporation has established a procedure for the registration of and voting in absentia by
shareholders at the annual meeting, as allowed under Sections 23 and 57 of the Revised
Corporation Code. A shareholder or member who participates through remote communication or
votes in absentia shall be deemed present for purposes of quorum.

The following is a summary of the guidelines for voting and participation in the meeting:

(i) Shareholders may attend the meeting by viewing the livestream at this link:
bit.ly/2024ASM_RLC. The livestream shall be broadcasted via Microsoft Teams.
Please refer to Annex “E” of the Information Statement for detailed guidelines for
participation via remote communication.

(ii) Questions and comments on the items in the Agenda may be sent to
[email protected]. Questions or comments received on or before
April 29, 2024 may be responded to during the meeting. Any questions not answered
during the meeting shall be answered via email.

(iii) Each item in the agenda for approval of the shareholders will be shown on the screen
during the livestream as the same is taken up at the meeting.

(iv) Shareholders may cast their votes on any item in the agenda for approval via the
following modes on or before April 29, 2024:

a. By sending their proxies appointing the Chairman of the meeting to the Corporate
Secretary; or
b. By voting in absentia, subject to validation procedures. Please refer to Annex “E”
of the Information Statement for the detailed procedure for registration and
voting in absentia.

(v) Shareholders may cast their votes on any item in the agenda for approval by sending
their proxies appointing the Chairman of the meeting to the Corporate Secretary by
email to [email protected] or hard copies to the Office of the
Corporate Secretary, 12F Robinsons Cyberscape Alpha, Sapphire and Garnet Roads,
Ortigas Center, Pasig City on or before April 29, 2024.

a. Shareholders holding shares through a broker may course their proxies through
their respective brokers, which shall issue a certification addressed to the
Corporate Secretary and duly signed by their authorized representative/s, stating
the number of shares being voted and the voting instructions on the matters
presented for approval.
b. Shareholders may also send their duly-executed proxies directly to the Corporate
Secretary. The proxies shall be sent together with the following supporting
documents:
i. Government-issued identification (ID) of the Shareholder;
ii. For Shareholders with joint account: The proxy form must be signed by all
joint shareholders. Alternatively, they may submit a scanned copy of an

iv
authorization letter signed by all Shareholders, identifying who among
them is authorized to sign the proxy.
iii. If holding shares through a broker, the certification from the broker
stating the name of the beneficial owner and the number of shares owned
by such Shareholder.

(vi) Shareholders intending to participate via remote communication who have not sent
their proxies or voted in absentia must notify the Corporation by email to
[email protected] on or before April 29, 2024 in order to be counted
for quorum. The email should contain the following:
a. If holding shares through a broker, certification from the broker stating the name
of the beneficial owner and the number of shares owned by such Shareholder;
b. Government-issued identification (ID) of the Shareholder.

(vii) For purposes of quorum, the following shareholders shall be deemed present:
a. Those who sent in their proxies before the deadline;
b. Those who voted in absentia before the cut off time; and
c. Those who notified the Corporation before the deadline of their intention to
participate via remote communication.

(viii) The Office of the Corporate Secretary shall tabulate all votes received and an
independent third party will validate the results. During the meeting, the Secretary
shall report the votes received and inform the shareholders if the particular agenda
item is carried or disapproved. The votes for each item for approval under the agenda
will be shown on the screen.

Reading and approval of the Minutes of the Annual Meeting of the Shareholders held on
May 12, 2023

Copies of the minutes will be distributed before the meeting and will be presented to the
shareholders for approval.

Presentation of annual report and approval of the financial statements for the preceding
year

The annual report and the financial statements for the preceding fiscal year will be presented to
the shareholders for approval.

Election of Board of Directors

After having undergone the nomination process as conducted by the Corporate Governance
Committee, the nominees for election as members of the Board of Directors, including
independent directors, will be presented to the shareholders. The profiles of the nominees shall
be provided in the Information Statement to be sent to the Shareholders. The members of the
Board of Directors of the Corporation shall be elected by plurality vote.

Appointment of External Auditor

The Corporation’s external auditor is SyCip Gorres Velayo & Co. and will be nominated for
reappointment for the current fiscal year.

vi
Ratification of the acts of the Board of Directors and its committees, officers and
management

Ratification of the acts of the Board of Directors and its committees, officers and management of
the Corporation since the last Annual Shareholders Meeting up to the current Shareholders
Meeting, as duly recorded in the corporate books and records of the Corporation, will be
requested.

Consideration of such other matters as may properly come during the meeting

The Chairman will open the floor for comments and questions from the shareholders which were
sent by email on or before April 29, 2024. The Chairman will decide whether matters raised by
the shareholders may be properly taken up in the meeting or in another proper forum.

vi
WE ARE NOT SOLICITING YOUR PROXY

Shareholders who wish to cast their votes may do so via the method provided for voting in absentia, or by accomplishing
the proxy form provided below. The detailed procedure for casting votes in absentia may be found in Annex E of the
Information Statement.

Shareholders who wish to vote by proxy shall send the proxies by email to [email protected] or hard
copies to the Office of the Corporate Secretary, 12/F Robinsons Cyberscape Alpha, Sapphire and Garnet Road, Ortigas
Center, Pasig City on or before April 29, 2024.
PROXY

The undersigned shareholder of ROBINSONS LAND CORPORATION (the “Corporation”), hereby appoints the
Chairman of the meeting, as attorney-in-fact and proxy, to represent and vote all shares registered in
his/her/its name at the Annual Meeting of the Shareholders of the Corporation to be held on May 8, 2024 and
adjournments and postponements thereof, for the purpose of acting on the following matters as fully to all
intents and purposes as she/he/it might do if present and acting in person, and hereby ratifying and confirming
all that the said attorney shall lawfully do or cause to be done by virtue of these presents:

1. Approval of the Minutes of the Annual Meeting of 5. Ratification of the acts of the Board of Directors and
the Shareholders held on May 12, 2023 its committees, officers and management
_____ Yes _____ No _____ Abstain
_____ Yes _____ No _____ Abstain
2. Approval of the financial statements for the
preceding year 6. At his/her discretion, the proxy named above is
_____ Yes _____ No _____ Abstain authorized to vote upon such matters as may
properly come during the meeting
3. Election of Board of Directors
Yes No Abstain _____ Yes _____ No _____ Abstain
1. James L. Go _____ _____ _____
2. Lance Y. Gokongwei _____ _____ _____
3. Patrick Henry C. Go _____ _____ _____ PRINTED NAME OF THE SHAREHOLDER
4. Johnson Robert G. Go, Jr. _____ _____ _____
5. Robina Gokongwei-Pe _____ _____ _____
SIGNATURE OF SHAREHOLDER / AUTHORIZED
Independent Directors
SIGNATORY
6. Jose T. Pardo _____ _____ _____
7. Vivencio B. Dizon _____ _____ _____
8. Omar Byron T. Mier _____ _____ _____
9. Bienvenido S. Bautista _____ _____ _____ ADDRESS OF SHAREHOLDER

4. Appointment of SyCip Gorres Velayo & Co. as


external auditor CONTACT TELEPHONE NUMBER

____ Yes _____ No _____ Abstain


DATE

This proxy shall continue until such time as the same is withdrawn by me through notice in writing delivered to the
Corporate Secretary at least three (3) working days before the scheduled meeting on May 8, 2024.

A PROXY SUBMITTED BY A CORPORATION SHOULD BE ACCOMPANIED BY A CORPORATE SECRETARY’S CERTIFICATE


QUOTING THE BOARD RESOLUTION DESIGNATING A CORPORATE OFFICER TO EXECUTE THE PROXY. IN ADDITION TO
THE ABOVE REQUIREMENTS FOR CORPORATIONS, A PROXY FORM GIVEN BY A BROKER OR CUSTODIAN BANK IN
RESPECT OF SHARES OF STOCK CARRIED BY SUCH BROKER OR CUSTODIAN BANK FOR THE ACCOUNT OF THE
BENEFICIAL OWNER MUST BE ACCOMPANIED BY A CERTIFICATION UNDER OATH STATING THAT THE BROKER OR
CUSTODIAN BANK HAS OBTAINED THE WRITTEN CONSENT OF THE ACCOUNT HOLDER

vii
ROBINSONS LAND CORPORATION (“RLC”)

PROFILES OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS


FOR THE YEAR 2024

1. Name : James L. Go
Birthday : April 26, 1939
Age : 83
Designation : Chairman Emeritus

Business experience and education:

James L. Go is the Chairman Emeritus and a member of the Board of Directors of Robinsons Land
Corporation (RLC). He is also the Chairman Emeritus of Universal Robina Corporation and JG
Summit Olefins Corporation. He is the Chairman of JG Summit Holdings, Inc. (JGSHI). He is also
the Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation and
Vice Chairman of Robinsons Retail Holdings, Inc. He is a Director of Universal Hotels and Resorts,
Inc. He is the President and a Trustee of the Gokongwei Brothers Foundation, Inc., and a Trustee
of Universal Cultural Foundation, Inc. and Robinsons Land Foundation, Inc. He has been a Director
of PLDT, Inc. since November 3, 2011. He is a member of the Technology Strategy and Risk
Committees and Advisor of the Audit Committee of the Board of Directors of PLDT, Inc. He was
elected a Director of Manila Electric Company on December 16, 2013. Mr. James L. Go is an
Adviser to the Board and Executive Committee of Cebu Air, Inc. Mr. Go received his Bachelor of
Science Degree and Master of Science Degree in Chemical Engineering from Massachusetts
Institute of Technology, USA.

2. Name : Lance Y. Gokongwei


Birthday : November 23, 1966
Age : 56
Designation : Chairman, President and CEO

Business experience and education:

Lance Y. Gokongwei is the Chairman, President and CEO of RLC. He is also the Chairman of
Universal Robina Corporation, Robinsons Retail Holdings, Inc., Altus Property Ventures, Inc.,
Universal Hotels and Resorts, Inc., Robinsons Bank Corporation, Cebu Air, Inc. and JG Summit
Olefins Corporation. He is the President and Chief Executive Officer of JG Summit Holdings, Inc.
He is the Vice Chairman and Director of Manila Electric Company, and a Director of RL
Commercial REIT, Inc., Oriental Petroleum and Minerals Corporation, Singapore Land Group
Limited, Shakey’s Asia Pizza Ventures, Inc., AB Capital and Investment Corporation, and Endeavor
Acquisition Corporation. He is a Trustee and the Chairman of the Gokongwei Brothers
Foundation, Inc., Robinsons Land Foundation, Inc. and Universal Cultural Foundation, Inc. He
received a Bachelor of Science degree in Finance and a Bachelor of Science degree in Applied
Science from the University of Pennsylvania.

3. Name : Patrick Henry C. Go


Birthday : March 20, 1970
Age : 53
Designation : Director

Business experience and education:

Patrick Henry C. Go, was elected as a Director of Robinsons Land Corporation and JGSHI since
January 17, 2000, and was appointed as Executive Director effective August 1, 2023. He holds the
positions of Director and Executive Vice President of Universal Robina Corporation, Director and

ix
Chief Executive Officer and President of Merbau Corporation, and Director of Manila Electric
Company, Meralco Powergen Corporation, and JG Summit Olefins Corporation. He is a Trustee
and Treasurer of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science
degree in Management from the Ateneo De Manila University and attended the General
Management Program at Harvard Business School. Mr. Patrick Henry C. Go is a nephew of Mr.
John L. Gokongwei, Jr.

4. Name : Johnson Robert G. Go, Jr.


Birthday : January 24, 1965
Age : 58
Designation : Director

Business experience and education:

Mr. Johnson Robert G. Go, Jr. was elected as a Director of RLC on May 29, 2005. He is currently a
Director of JG Summit Holdings, Inc., Universal Robina Corporation, Robinsons Bank Corporation
and A. Soriano Corporation. He is also a Trustee of the Gokongwei Brothers Foundation, Inc. He
received a Bachelor of Arts degree in Interdisciplinary Studies (Liberal Arts) from the Ateneo de
Manila University. He is a nephew of Mr. John L. Gokongwei, Jr.

5. Name : Robina Gokongwei-Pe


Birthday : July 15, 1961
Age : 62
Designation : Director

Business experience and education:

Robina Gokongwei-Pe was elected as a director of RLC on May 5, 2005. She is the President and
Chief Executive Officer of Robinsons Retail Holdings, Inc. She is also a director of JG Summit
Holdings, Inc., Robinsons Land Corporation, Robinsons Bank Corporation and Cebu Air, Inc. She
is a trustee and the secretary of the Gokongwei Brothers Foundation, Inc. and a trustee and Vice
Chairman of the Immaculate Concepcion Academy Scholarship Fund. She is also a member of the
Xavier School Board of Trustees. She was formerly a member of the University of the Philippines
Centennial Commission and was a former Trustee of the Ramon Magsaysay Awards Foundation.
She attended the University of the Philippines-Diliman from 1978 to 1981 and obtained a
Bachelor of Arts degree (Journalism) from New York University in 1984. She is married to Perry
Pe, a lawyer.

6. Name : Bienvenido S. Bautista


Birthday : August 6, 1947
Age : 76
Designation : Independent Director

Business experience and education:

Bienvenido S. Bautista was elected as an Independent Director of RLC on May 13, 2021. He is an
Independent Director of RLC for 3 years. He has been President or Managing Director of many
companies in the Pharmaceutical and Fast-Moving Consumer Goods Industries: Universal Robina
Corporation, Kraft Foods South/Southeast Asia, San Miguel Beer, San Miguel Foods, Kraft General
Foods Philippines, Warner Lambert Indonesia and Philippine International Trading Corporation
– Pharma. Currently he is an Independent Director of Flexo Manufacturing Corporation, Mega
Global Corporation, Directories Philippines Inc. and YMCA Makati. He is the elected President of
the Ateneo Luxid Foundation, Inc. since 2023. He is the former Chair of the Audit Committee of
the Ateneo De Manila University for 5 years. He is a Fellow of the Institute of Corporate Directors

xii
and currently is a member of the teaching faculty; was a former Trustee, where he was the Chair
of the Fellows Committee. He was a Director of Ayala Pineridge Corporation where he was
president for 7 years, and Director of QBE Seaboard Insurance where he was the chair of Related
Third-Party Transactions Committee. He was a director of Goldilocks Bakeshop where he was
Head of the Finance and Business Development Committee and member of the Audit Committee.
He was also a Chairman and Director of DPP Ventures (Domino’s Pizza). He was part of the start-
up of the Luxid Rotary Microfinance and Credit Cooperative in Pasig where he was Coop
Secretary. In June 2022, he was appointed as a Director of the Philippine Cancer Society. Mr.
Bautista graduated from the Ateneo De Manila University with a degree in Economics and took
his MBM from the Ateneo Graduate School of Business. Mr. Bautista was the first Asian and
Filipino to be appointed Chair of the Board of Trustees of the Jakarta International School, he is
an Agora Awardee for Excellence in Marketing Management, a CEO Excel awardee for Excellence
and Boss of the Year given by the Philippine Association of Secretaries.

7. Name : Omar Byron T. Mier


Birthday : August 13, 1946
Age : 77
Designation : Independent Director

Business experience and education:

Omar Byron T. Mier was appointed as an Independent Director of RLC on August 13, 2015. He is
an Independent Director of RLC for 8 years. He is also a former Independent Director of Robinsons
Bank Corporation from 2015-2023 and the former Chairman of Legaspi Savings Bank. He is also
a director of Paymaya since 2016 and a former Independent of RCBC Leasing and Finance Corp.
Prior to joining RLC, he was the President and CEO of Philippine National Bank from 2005-2010
then from 2012 to 2014. He also worked at Deutsche Bank Manila as Deputy General Manager
and Head of the Corporate Banking Group. He also worked for Citibank Manila in various
positions such as Head of the Multinational Corporations Group, Head of the Local Corporate
Group, Head of the Risk Management Group, Headed the Remedial Management Group, and
Senior Credit Officer. He was also a Senior Credit Officer at Citibank Malaysia (for both Kuala
Lumpur and Penang branch). He is the Chairman of Victorias Milling Corp for five years during
which time Victorias was successfully rehabilitated and the creditor banks were eventually fully
paid. He is a lecturer for credit and corporate finance at the Citibank Training Center in Singapore,
and Guest Risk Asset and Credit Reviewer for various branches in Malaysia, South Korea,
Indonesia, Thailand, and Hongkong. He obtained his degrees in Bachelor of Science in Business
Administration, Major in Accounting, Bachelor of Arts in Economics. He also completed all the
academic requirements and passed the comprehensive exams for Master of Arts in Economics in
UP Graduate School of Economics. He is a Certified Public Accountant.

8. Name : Vivencio B. Dizon


Birthday : August 18, 1974
Age : 49
Designation : Independent Director

Business experience and education:

Vivencio B. Dizon was elected as an Independent Director of RLC on May 12, 2023. He is an
independent Director of RLC for 1 year. He is currently the Chief Regulatory Officer of Prime
Infrastructure. During the term of President Rodrigo Duterte, he played numerous pivotal roles
in the Executive Branch. This includes Presidential Adviser on Flagship Programs and Projects
and President and CEO of the Bases Conversion Development Authority as part of the massive
Build Build Build program; Presidential Adviser and Deputy Chief Implementer against Covid 19.

xi
Mr. Dizon was also an Assistant Professor of Economics at De La Salle University. He is presently
the Chief Regulatory Officer of Prime Infrastructure.

9. Name : Jose T. Pardo


Birthday : April 24, 1939
Age : 84
Designation : Independent Director

Business experience and education:

Jose T. Pardo is nominated as Independent Director f Robinsons Land Corporation. He is presently


the Chairman of the Philippine Stock Exchange and the Philippine Seven Corporation. He is also a
Director of Del Monte Philippines, Inc., and Advisory Board Chair of Bank of Commerce. Mr. Pardo
also serves in various private and non-listed enterprises and is the Chairman of the Securities
Clearing Corporation of the Philippines, a non-executive Director of National Grid Corporation of
the Philippines, League One Finance and Leasing Corporation, and Araneta Hotels. Mr. Pardo is
also the Chairman of ECOP Council of Business Leaders, Chairman of PCCI Council of Business
Leaders, and the Chairman and a Trustee of Philippine Stock Exchange Foundation, a Director of
ZNN Radio Veritas Foundation and a Director and Trustee of Bayaning Pulis Foundation. He also
held positions in Government as former Secretary of the Department of Finance and former
Secretary of the Department of Trade and Industry and Monetary Board member of the BSP. He
obtained his Bachelor of Science degree in Commerce, Major in Accounting and his Master’s
Degree in Business Administration from the De La Salle University in Manila. He has been
conferred on February 10, 2018 an Honorary Doctorate in Finance by the De La Salle University
in Manila and an Honorary Doctorate in Humanities from Gregorio Araneta University. Mr.
Pardo’s visionary leadership and outstanding contributions has earned him numerous honors
and distinctions from national award-giving bodies and educational institutions which include
the following: Papal Awardee-Knight of St. Silver, The Outstanding Filipino Award for Business,
The Outstanding Young Men Award, the Man of the Year Award by the Catholic Educators
Association of the Philippines, Gat Andres Bonifacio Award, the President Roxas Memorial Award,
and De La Salle Alumni Association Distinguished Lasallian Award. Mr. Pardo’s expertise and
many years of experience should prove invaluable to the management of Robinson’s Land
Corporation, especially because of his extensive experience in private and public services.

xii
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
Information Statement Pursuant to Section 20 of the Securities Regulation Code

1. Check the appropriate box: Preliminary Information Statement


 Definitive Information Statement

2. Name of Registrant as specified in its charter : ROBINSONS LAND CORPORATION


(the “Corporation”)
3. Province, country or other jurisdiction of
incorporation or organization : Metro Manila, Philippines

4. SEC Identification Number : SEC Registration No. 93269-A

5. BIR Tax Identification Code: : TIN No. 000-361-376-000

6. Address of principal office : Level 2, Galleria Corporate


Center, EDSA corner Ortigas
Avenue, Quezon City, Metro
Manila 1605
7. Registrant’s telephone number,
including area code : (632) 8397-1888

8. Date, time and place of the


meeting of security holders : May 8, 2024
10:00 A.M.
Crowne Plaza Manila Galleria
and via MS Teams Live at
bit.ly/2024ASM_RLC in
accordance with the rules of the
Securities and Exchange
Commission
9. Approximate date on which copies of the
Information Statement are first to be sent or
given to security holders : April 15, 2024

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the
RSA (information on number of shares and amount of debt is applicable only to corporate
registrants):

Title of Each Class Number of Shares of Common Stock


Outstanding or Amount of Debt Outstanding
As of March 27, 2024
Common Stock, P1.00 par value 4,839,141,486
Registered bonds payable PhP31,791,710,000.00

11. Are any or all of registrant's securities listed on a Stock Exchange?

Yes  No _______

Robinsons Land Corporation’s common stock is listed on the Philippine Stock Exchange.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 1 of 21
A. GENERAL INFORMATION

Item 1. Date, Time and Place of Meeting of Security Holders

Date Time and Place of Meeting : May 8, 2024


10:00 A.M.
Crowne Plaza Manila Galleria and via
MS Teams Live at bit.ly/2024ASM_RLC
in accordance with the rules of the
Securities and Exchange Commission

Complete Mailing Address of Principal Office : Level 2, Galleria Corporate Center,


EDSA corner Ortigas Avenue,
Quezon City, Metro Manila
Approximate date on which copies of the
Information Statement are first to be sent or
given to security holders : April 15, 2024

The report attached to this Definitive Information Statement is the management report to
shareholders required under SEC Rule 20 to accompany the SEC Form 20-IS and hereinafter
referred to as the “Annual Report”

Under Section 5 of Article VII of the By-Laws of the Corporation, the Annual Meeting of the
Shareholders shall be held during the last Wednesday of May each year unless the Board of
Directors fixes another date. The Board of Directors on March 8, 2024 approved the setting of the
Annual Shareholders Meeting on May 8, 2024.

The 2024 Annual Meeting of the Shareholders shall be held earlier than the date stated in the By-
Laws due to the following: (a) SEC Form 17-A (Annual Report) of the Corporation for the fiscal
year ended December 31, 2023 is already available having been filed ahead of the statutory
deadline and (b) the date of the Annual Meeting specified in the By Laws is more than 135 days
from the fiscal year end of the Corporation. Under existing SEC rules, if the annual meeting is held
more than 135 days following the end of the fiscal year, then the Corporation is required to
provide the unaudited interim financial statements for the 1st quarter of 2024 as part of the
Management Report. By scheduling the Annual Meeting of the Corporation earlier than the date
specified in the By Laws, then there will be no need for the Corporation to wait for the filing of
the unaudited interim financial statements for the 1st quarter of 2024.

Disclosure requirements under Section 49 of the Revised Corporation Code:

List of Required Information Reference Material


1. Description of the voting and vote Please refer to Item 15 of this Definitive
tabulation procedures used in the previous Information Statement and the Minutes of
meeting. the Annual Meeting of the Shareholders held
on May 12, 2023 which may be viewed
and/or downloaded at the website of the
Corporation at www.robinsonsland.com.

2. A description of the opportunity given to Please refer to Item 15 of this Definitive


stockholders to ask questions and a record Information Statement and the Minutes of
of the questions asked and answers given in the Annual Meeting of the Shareholders held
the previous meeting on May 12, 2023 which may be viewed

Robinsons Land Corporation


2024 Definitive Information Statement
Page 2 of 21
and/or downloaded at the website of the
Corporation at www.robinsonsland.com.

3. The matters discussed and resolutions Please refer to Item 15 of this Definitive
reached in the previous meeting Information Statement and the Minutes of
the Annual Meeting of the Shareholders held
on May 12, 2023 which may be viewed
and/or downloaded at the website of the
Corporation at www.robinsonsland.com.

4. A record of the voting results for each Please refer to the Minutes of the Annual
agenda item in the previous meeting Meeting of the Shareholders held on May 12,
2023 which may be viewed and/or
downloaded at the website of the
Corporation at www.robinsonsland.com.

5. A list of the directors or trustees, officers Please refer to the Minutes of the Annual
and stockholders or members who attended Meeting of the Shareholders held on May 12,
the previous meeting 2023 which may be viewed and/or
downloaded at the website of the
Corporation at www.robinsonsland.com.

6. Information in the interest of good Please refer to the Corporate Governance


corporate governance and the protection of Manual at the website of the Corporation at
minority stockholders www.robinsonsland.com

7. Material information on the current Please refer to Item 4 of this Definitive


stockholders, and their voting rights Information Statement.

8. A detailed, descriptive, balanced and Please refer to SEC Form 17-A (Annual
comprehensible assessment of the Report) of the Corporation for the fiscal year
Corporation’s performance, which shall ended December 31, 2023 which is attached
include information on any material change to this Definitive Information Statement as
in the Corporation’s business, strategy, and Annex “F” and which may also be viewed
other affairs and downloaded at the website of the
Corporation at www.robinsonsland.com.

9. A financial report for the preceding year, Please refer to the attached Audited
which shall include financial statements Financial Statements for the fiscal year
duly signed and certified in accordance with ended December 31, 2023 which is attached
this Code and the rules the Commission may to this Definitive Information Statement as
prescribe, a statement on the adequacy of Annex “F” as part of the Annual Report and
the corporation’s internal controls or risk which may also be viewed and downloaded
management systems, and a statement of all at the website of the Corporation at
external audit and non-audit fees www.robinsonsland.com.

10. An explanation of the dividend policy and Please refer to SEC Form 17-A (Annual
the fact of payment of dividends or the Report) Part II – Item 7: DIVIDENDS which
reasons for nonpayment thereof is attached to this Definitive Information
Statement as Annex “F” and which may also
be viewed and downloaded at the website of
the Corporation at www.robinsonsland.com

Robinsons Land Corporation


2024 Definitive Information Statement
Page 3 of 21
11. Director profiles which shall include, among Please refer to pages ix-xii (preceding this
others, their qualifications and relevant Definitive Information Statement for the
experience, length of service in the profile of the nominees for election to the
corporation, trainings and continuing Board.
education attended, and their board
representations in other corporations

12. A director attendance report, indicating the Please refer to Item 5 (g.3) of this Definitive
attendance of each director at each of the Information Statement and in Part III –
meetings of the board and its committees Control and Compensation Information of
and in regular or special stockholder the Annual Report which is attached to this
meetings. Definitive Information Statement as Annex
“E” as part of the Annual Report and which
may also be viewed and downloaded at the
website of the Corporation at
www.robinsonsland.com.

13. Appraisals and performance reports for the Please refer to Item 5 (g.3) of this Definitive
board and the criteria and procedure for Information Statement and to the Corporate
assessment. Governance Manual at the website of the
Corporation at www.robinsonsland.com.

14. A director compensation report prepared in Please refer to Item 6 of this Definitive
accordance with applicable the rules and Information Statement and in Part III –
regulations Control and Compensation Information of
the Annual Report which is attached to this
Definitive Information Statement as Annex
“E” as part of the Annual Report and which
may also be viewed and downloaded at the
website of the Corporation at
www.robinsonsland.com.

15. Director disclosures on self-dealings and Please refer to Item 5 (g) of this Definitive
related party transactions Information Statement.

16. The profiles of directors nominated or Please refer to pages ix-xii (preceding this
seeking election or reelection Definitive Information Statement) for the
profile of the nominees for election to the
Board.

WE ARE NOT SOLICITING PROXIES.

Item 2. Rights of Shareholders; Dissenters’ Right of Appraisal

The Corporation recognizes the right of all shareholders to be treated fairly and equally whether
they are controlling, minority, local or foreign. The Corporation respects the rights of
shareholders as provided under the Revised Corporation Code and other laws, and as stated in
its Articles of Incorporation and By-Laws.

Any shareholder of the Corporation may exercise his appraisal right against the proposed actions
which qualify as instances giving rise to the exercise of such right pursuant to and subject to the

Robinsons Land Corporation


2024 Definitive Information Statement
Page 4 of 21
compliance with the requirements and procedure set forth under Title X of the Revised
Corporation Code of the Philippines.

There are no matters to be acted upon by the shareholders at the Annual Meeting of the
Shareholders to be held on May 8, 2024 which would require the exercise of the appraisal right.

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

None of the following persons have any substantial interest, direct or indirect, in any matter to be
acted upon other than election to office:

1. Directors or officers of the Corporation at any time since the beginning of the last fiscal year;
2. Nominees for election as directors of the Corporation;
3. Associate of any of the foregoing persons.

B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

(a) Voting securities entitled to be voted at the meeting:

The Corporation has 4,839,141,486 outstanding shares as of March 27, 2024. Every shareholder
shall be entitled to one vote for each share of stock held as of the established record date.
(b) Record date:

All shareholders of record as of March 27, 2024 are entitled to notice and to vote at the
Corporation’s Annual Meeting of the Shareholders.

Article VII, Section 8 of the By-Laws of the Corporation states that for purposes of determining
the shareholders entitled to notice of, or to vote or be voted at any meeting of shareholders or
any adjournments thereof, or entitled to receive payment of any dividends or other distribution
or allotment of any rights, or for the purpose of any other lawful action, or for making any other
proper determination of shareholders, the Board of Directors may provide that the stock and
transfer books be closed for a stated period, which shall not be more than sixty (60) days nor less
than thirty (30) days before the date of such meeting. In lieu of closing the stock and transfer
books, the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders. A determination of shareholders of record entitled to notice of or
to vote or be voted at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting.

(c) Election of Directors:

Article II, Section 1(a) of the By-Laws provides that the directors of the Corporation shall be
elected by plurality vote at the annual meeting of the shareholders for the year at which a quorum
is present. At each election for directors, every stockholder shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as there are directors to be
elected, or to cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by distributing such votes as the
same principle among any number of candidates.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 5 of 21
The report attached to this SEC Form 20-IS captioned “2023 Annual Report” is the management
report to shareholders required under SRC Rule 20 to accompany the SEC Form 20-IS and is
hereinafter referred to as the “Annual Report”.

(d) Security Ownership of Certain Record and Beneficial Owners and Management

1. Security Ownership of Certain Record and Beneficial Owners of more than 5% of


the Corporation’s voting securities as of March 27, 2024

Title of Names and addresses of Names of beneficial Citizenship No. of % to total


Class record owners and owner and shares held outstanding
relationship with the relationship with
Corporation record owner
Common JG Summit Holdings, Inc. same as record Filipino 3,166,806,886 65.44%
43/F Robinsons Equitable owner
Tower, ADB Avenue corner (see note 1)
Poveda Road, Pasig City
(shareholder)

Common PCD Nominee Corporation PCD Participants and Filipino 869,472,146 17.97%
(Filipino) their clients (see note 3)
37/F The Enterprise Center (see note 2)
Tower 1 cor. Paseo de
Roxas, Ayala Avenue
Makati City
(shareholder)

Common PCD Nominee Corporation PCD Participants and Non-Filipino 787,877,952 16.28%
(Non-Filipino) their clients (see note 3)
37/F The Enterprise Center (see note 2)
Tower 1 cor. Paseo de
Roxas, Ayala Avenue
Makati City
(shareholder)

Note 1: The Chairman and the President of JG Summit Holdings Inc., (JGSHI) are both empowered under its by-laws to
vote any and all shares owned by JGSHI, except as otherwise directed by its board of directors. The incumbent Chairman
of JGSHI is Mr. James L. Go and Mr. Lance Y. Gokongwei is the President and Chief Executive Officer of JGSHI.

Note 2: PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent.
PCD Nominee Corporation is a corporation wholly owned by the Philippine Depository and Trust Corporation, Inc.
(formerly the Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder
of all shares of stock lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in
the Philippines and introduce scripless or book-entry trading in the Philippines. Under the current PDTC system, only
participants (brokers and custodians) will be recognized by PDTC as the beneficial owners of the lodged shares. Each
beneficial owner of shares through his participants will be the beneficial owner to the extent of the number of shares
held by such participant in the records of the PCD Nominee.

Note 3: Out of the PCD Nominee Corporation account “The Hongkong and Shanghai Banking Corp. Ltd.- Clients
Account”, “Citibank N.A.”, and “Standard Chartered Bank” hold for various trust accounts the following shares of the
Corporation as of March 27, 2024:

No. of shares held % to total outstanding


The Hongkong and Shanghai Banking Corp. Ltd. – Clients’ Acct. 403,436,081 8.34%
Citibank N.A. 357,324,826 7.38%
Standard Chartered Bank 297,586,469 6.15%

Voting instructions may be provided by the beneficial owners of the shares.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 6 of 21
e) Shareholder information

The number of shareholders of record as of March 27, 2024 is 1,023.

Common shares outstanding as of March 27, 2024 were 4,839,141,486 shares with a par value
of P1.00 per share.

1. List of the Top 20 Shareholders of the Corporation as of March 27, 2024:

No. Name of Stockholder Outstanding Shares Percentage


1 J. G. SUMMIT HOLDINGS, INC. 2,496,114,787 51.581769

2 PCD NOMINEE CORP - FILIPINO 869,472,146 17.967488

3 PCD NOMINEE CORP - NON FILIPINO 787,877,952 16.281358

4 JG SUMMIT HOLDINGS, INC. 670,692,099 13.859733

5 CEBU LIBERTY LUMBER 2,203,200 0.045529

6 JAMES L. GO 2,139,344 0.044209

7 QUALITY INVESTMENTS & SEC. CORP. 903,000 0.018660

8 ALBERTO MENDOZA AND/OR JEANIE 532,800 0.011010


MENDOZA

9 CHS CAPITAL HOLDINGS CORP. 350,000 0.007233

10 SAMUEL C. UY 324,000 0.006695

11 ROBINA YU GOKONGWEI 260,000 0.005373

12 ONG TIONG 204,996 0.004236

13 LISA YU GOKONGWEI 180,000 0.003720

14 FEBTC #103-00507 156,240 0.003229

15 CHING TIONG KENG AND/OR CYNTHIA D. 150,000 0.003100


CHING

16 FRANCISCO L. BENEDICTO 150,000 0.003100

17 ARTHUR C. UY 144,000 0.002976

18 CATALINO MACARAIG JR. AND/OR ARACELI 140,000 0.002893


MACARAIG

19 JOLLY TING 136,800 0.002827

20 CHING TIONG KENG 133,200 0.002753

Robinsons Land Corporation


2024 Definitive Information Statement
Page 7 of 21
2. Security Ownership of Management as of March 31, 2024 (Based on the Public
Ownership report as of March 31, 2024)

Amount &
Title of Name of beneficial Position nature Citizen % to Total
Class owner of beneficial ship Outstandi
ownership ng
(Direct)
A. Executive Officers 1
Common 1. James L. Go Director, Chairman 13,247,144 Filipino 0.27%
Emeritus
Common 2. Lance Y. Gokongwei Director, Chairman, 2,471,494 Filipino 0.05%
President and CEO
Common 3. Faraday D. Go Executive Vice 253,738 Filipino *
President
Common 4. Jericho P. Go Senior Vice President 0 Filipino *
and Business Unit
(BU) General
Manager
Common 5. Ronald D. Paulo Senior Vice President 0 Filipino *
and Head of
Corporate
Construction
Management
Sub-Total 15,972,376 0.32%

B. Other directors, executive officers and nominees


Common 7. Patrick Henry C. Go Director 10,067 Filipino *
Common 8. Robina Y. Director 2,351,587 Filipino 0.5%
Gokongwei-Pe
Common 9. Johnson Robert G. Director 85 Filipino *
Go, Jr.
Common 10. Vivencio B. Dizon Director 1 Filipino *
(Independent)
Common 11. Omar Byron T. Director 1 Filipino *
Mier (Independent)
Common 12. Bienvenido S. Director 1 Filipino *
Bautista (Independent)
Common 13. Kerwin Max S. Tan Chief Financial 550,000 Filipino 0.01%
Officer, Chief Risk
Officer and
Compliance Officer
Sub-Total 2,911,742 0.06%
C. All directors and executive officers & nominees as a 18,884,119 0.38%
group unnamed
Notes:
1 As defined under Part IV (B)(1)(b) of SRC Rule 12, the “named executive officers” to be listed refer to the Chief

Executive Officer and the four (4) most highly compensated executive officers as of March 31, 2024.
* less than 0.01%

Robinsons Land Corporation


2024 Definitive Information Statement
Page 8 of 21
3. Shares owned by Foreigners

The total number of shares owned by foreigners as of March 31, 2024 is 788,220,437 or 16.29%
of the total outstanding shares.

4. Voting Trust Holder of 5% or more - as of March 31, 2024

There are no persons holding more than 5% of a class under a voting trust or similar agreement.

5. Changes in Control

There has been no change in the control of the Corporation since the beginning of its last fiscal
year.

Item 5. Directors and Executive Officers

(a) Directors and Corporate Officers

Information required hereunder is incorporated by reference to the section entitled “Directors


and Executive Officers of the Registrant” on Part III, Item 14 of the Management Report.

(b) Board Nomination and Election Policy

The Corporate Governance Committee shall oversee the process for the nomination and election
of the Board of Directors.

The Corporate Governance Committee shall pre-screen and shortlist all candidates nominated to
become members of the Board of Directors in accordance with the list of qualifications and
disqualifications as defined in the Corporation’s Revised Corporate Governance Manual with due
consideration of the requirements of the Revised Corporation Code, the Securities Regulation
Code (“SRC”), the Revised Code of Corporate Governance and relevant SEC Circulars such as the
SEC Memorandum Circular No. 16, Series of 2002, the SEC Memorandum Circular No. 19, Series
of 2016, as may be amended, relating to the Board of Directors.

The list of the nominees for directors as determined by the Corporate Governance Committee
shall be final and no other nomination shall be entertained or allowed after the final list of
nominees is prepared.

The current members of the Corporate Governance Committee of the Corporation are the
following:

1. Bienvenido S. Bautista (Independent Director) - Chairman


2. Omar Byron T. Mier (Independent Director)
3. Vivencio B. Dizon (Independent Director)
4. Lance Y. Gokongwei
5. Patrick Henry C. Go

The following individuals have been nominated for election as directors, including independent
directors at the Annual Meeting of Shareholders on May 8, 2024:

1. James L. Go
2. Lance Y. Gokongwei
3. Robina Y. Gokongwei-Pe
4. Patrick Henry C. Go
Robinsons Land Corporation
2024 Definitive Information Statement
Page 9 of 21
5. Johnson Robert G. Go, Jr.
6. Bienvenido S. Bautista (Independent)
7. Omar Byron T. Mier (Independent)
8. Vivencio B. Dizon (Independent)
9. Jose T. Pardo (Independent)

There are no Directors who resigned or declined to stand for re-election to the Board of Directors
since the date of the last annual meeting of security holders because of a disagreement with the
registrants on any matter relating to the registrant’s operations, policies or practices.

(c) Independent Directors

The Corporation has adopted the provisions of SRC Rule 38 on the nomination and election of
independent directors and the Amended By-Laws of the Corporation substantially state the
requirements on the nomination and election of independent directors set forth in SRC Rule 38.

Presented below is the Final List of Candidates for Independent Directors:

1. Omar Byron T. Mier, 77, was appointed as an Independent Director of RLC on August 13,
2015. He is an Independent Director of RLC for 8 years. He is also a former Independent Director
of Robinsons Bank Corporation from 2015-2023 and the former Chairman of Legaspi Savings
Bank. He is also a director of Paymaya since 2016 and a former Independent of RCBC Leasing and
Finance Corp. Prior to joining RLC, he was the President and CEO of Philippine National Bank from
2005-2010 then from 2012 to 2014. He also worked at Deutsche Bank Manila as Deputy General
Manager and Head of the Corporate Banking Group. He also worked for Citibank Manila in various
positions such as Head of the Multinational Corporations Group, Head of the Local Corporate
Group, Head of the Risk Management Group, Headed the Remedial Management Group, and
Senior Credit Officer. He was also a Senior Credit Officer at Citibank Malaysia (for both Kuala
Lumpur and Penang branch). He is the Chairman of Victorias Milling Corp for five years during
which time Victorias was successfully rehabilitated and the creditor banks were eventually fully
paid. He is a lecturer for credit and corporate finance at the Citibank Training Center in Singapore,
and Guest Risk Asset and Credit Reviewer for various branches in Malaysia, South Korea,
Indonesia, Thailand, and Hongkong. He obtained his degrees in Bachelor of Science in Business
Administration, Major in Accounting, Bachelor of Arts in Economics. He also completed all the
academic requirements and passed the comprehensive exams for Master of Arts in Economics in
UP Graduate School of Economics. He is a Certified Public Accountant.

2. Bienvenido S. Bautista, 76, was elected as an Independent Director of RLC on May 13,
2021 He is an Independent Director of RLC for 3 years. He has been President or Managing
Director of many companies in the Pharmaceutical and Fast-Moving Consumer Goods Industries:
Universal Robina Corporation, Kraft Foods South/Southeast Asia, San Miguel Beer, San Miguel
Foods, Kraft General Foods Philippines, Warner Lambert Indonesia and Philippine International
Trading Corporation – Pharma. Currently he is an Independent Director of Flexo Manufacturing
Corporation, Mega Global Corporation, Directories Philippines Inc. and YMCA Makati. He is the
elected President of the Ateneo Luxid Foundation, Inc. since 2023. He is the former Chair of the
Audit Committee of the Ateneo De Manila University for 5 years. He is a Fellow of the Institute of
Corporate Directors and currently is a member of the teaching faculty; was a former Trustee,
where he was the Chair of the Fellows Committee. He was a Director of Ayala Pineridge
Corporation where he was president for 7 years, and Director of QBE Seaboard Insurance where
he was the chair of Related Third-Party Transactions Committee. He was a director of Goldilocks
Bakeshop where he was Head of the Finance and Business Development Committee and member
of the Audit Committee. He was also a Chairman and Director of DPP Ventures (Domino’s Pizza).
He was part of the start-up of the Luxid Rotary Microfinance and Credit Cooperative in Pasig
where he was Coop Secretary. In June 2022, he was appointed as a Director of the Philippine
Robinsons Land Corporation
2024 Definitive Information Statement
Page 10 of 21
Cancer Society. Mr. Bautista graduated from the Ateneo De Manila University with a degree in
Economics and took his MBM from the Ateneo Graduate School of Business. Mr. Bautista was the
first Asian and Filipino to be appointed Chair of the Board of Trustees of the Jakarta International
School, he is an Agora Awardee for Excellence in Marketing Management, a CEO Excel awardee
for Excellence and Boss of the Year given by the Philippine Association of Secretaries.

3. Vivencio B. Dizon, 49, was elected as an Independent Director of RLC on May 12, 2023.
He is an independent Director of RLC for 1 year. He is currently the Chief Regulatory Officer of
Prime Infrastructure. During the term of President Rodrigo Duterte, he played numerous pivotal
roles in the Executive Branch. This includes Presidential Adviser on Flagship Programs and
Projects and President and CEO of the Bases Conversion Development Authority as part of the
massive Build Build Build program; Presidential Adviser and Deputy Chief Implementer against
Covid 19. Mr. Dizon was also an Assistant Professor of Economics at De La Salle University. He is
presently the Chief Regulatory Officer of Prime Infrastructure.

4. Jose T. Pardo, 84, is nominated as Independent Director of Robinsons Land Corporation.


He is presently the Chairman of the Philippine Stock Exchange and the Philippine Seven
Corporation. He is also a Director of Del Monte Philippines, Inc., and Advisory Board Chair of Bank
of Commerce. Mr. Pardo also serves in various private and non-listed enterprises and is the
Chairman of the Securities Clearing Corporation of the Philippines, a non-executive Director of
National Grid Corporation of the Philippines, League One Finance and Leasing Corporation, and
Araneta Hotels. Mr. Pardo is also the Chairman of ECOP Council of Business Leaders, Chairman of
PCCI Council of Business Leaders, and the Chairman and a Trustee of Philippine Stock Exchange
Foundation, a Director of ZNN Radio Veritas Foundation and a Director and Trustee of Bayaning
Pulis Foundation. He also held positions in Government as former Secretary of the Department of
Finance and former Secretary of the Department of Trade and Industry and Monetary Board
member of the BSP. He obtained his Bachelor of Science degree in Commerce, Major in Accounting
and his Master’s Degree in Business Administration from the De La Salle University in Manila. He
has been conferred on February 10, 2018 an Honorary Doctorate in Finance by the De La Salle
University in Manila and an Honorary Doctorate in Humanities from Gregorio Araneta University.
Mr. Pardo’s visionary leadership and outstanding contributions has earned him numerous honors
and distinctions from national award-giving bodies and educational institutions which include
the following: Papal Awardee-Knight of St. Silver, The Outstanding Filipino Award for Business,
The Outstanding Young Men Award, the Man of the Year Award by the Catholic Educators
Association of the Philippines, Gat Andres Bonifacio Award, the President Roxas Memorial Award,
and De La Salle Alumni Association Distinguished Lasallian Award. Mr. Pardo’s expertise and
many years of experience should prove invaluable to the management of Robinson’s Land
Corporation, especially because of his extensive experience in private and public services.

In accordance with SEC Memorandum Circular No. 5, Series of 2017, the Certification of
Independent Directors executed by the aforementioned independent directors of the Corporation
are attached hereto as Annex “A” (Vivencio B. Dizon), Annex “B” (Bienvenido S. Bautista), Annex
“C” (Omar Byron T. Mier), and Annex “D” (Jose T. Pardo).

The nominees for Independent Directors were nominated by JG Summit Holdings, Inc., the
controlling shareholder of the Corporation owning 65.44% of the Corporation’s total outstanding
capital stock as of February 29, 2024. None of the nominees for Independent Directors of the
Corporation are related to JG Summit Holdings, Inc.

(d) Significant Employees

There are no persons who are not executive officers of the Corporation who are expected by the
Corporation to make a significant contribution to the business.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 11 of 21
(e) Family Relationships

James L. Go is the uncle of Lance Y. Gokongwei


Lance Y. Gokongwei is the nephew of James L. Go
Patrick Henry C. Go is the nephew of James L. Go
Johnson Robert G. Go, Jr. is the nephew of James L. Go
Robina Y. Gokongwei-Pe is the niece of James L. Go

(f) Involvement in Certain Legal Proceedings of directors and executive officers

To the best of the Corporation’s knowledge and belief and after due inquiry, and except as
otherwise disclosed, none of the Corporation’s directors, nominees for election as director or
executive officer in the past five (5) years up to the date of this report:

1. Has any petition filed by or against any business of which such person was a general
partner or executive officer either at the time of bankruptcy or within a two-year period
of that time;

2. Has been convicted by final judgment in a criminal proceeding, domestic or foreign, or


have been subjected to a pending judicial proceeding of a criminal nature, domestic or
foreign, excluding traffic violations and other minor offenses;

3. Has been subjected to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, domestic or foreign,
permanently or temporarily enjoining, barring, suspending or otherwise limiting their
involvement in any type of business, securities, commodities or banking activities; or

4. Has been found by a domestic or foreign court of competent jurisdiction (in a civil action),
the Philippine Securities and Exchange Commission or comparable foreign body, or a
domestic or foreign exchange or other organized trading market or self-regulatory
organization, to have violated a securities or commodities law or regulation and the
judgment has not been reversed, suspended, or vacated.

(g) Certain Relationships and Related Party Transactions

1. Related Party Transactions with Parent Company, Joint Venture Companies and
Affiliates

The Corporation, in the regular conduct of its business, had engaged in transactions with its major
stockholder, JG Summit Holdings, Inc. its subsidiaries, joint venture companies, and affiliates. (See
Note 20 of the Audited Consolidated Financial Statements as of December 31, 2023 attached to
the Management Report)

Information on the parent of the Corporation, the basis of control, and the percentage of voting
securities owned as of March 27, 2024:

Parent Company Number of Shares Held % Held

JG Summit Holdings, Inc. 3,166,806,886 65.44%

2. Directors Disclosures on Self-Dealing and Related Party Transactions

Robinsons Land Corporation


2024 Definitive Information Statement
Page 12 of 21
No transaction, without proper disclosure, was undertaken by the Corporation in which any
director, executive officer, or any nominee for election as director was involved or had a direct or
indirect material interest.

Directors, officers and employees of the Corporation are required to promptly disclose any
business or family-related transactions with the Corporation to ensure that potential conflicts of
interest are surfaced and brought to the attention of management.

3. Appraisals and Performance Report for the Board

The attendance of the directors at the meetings of the Board of Directors held in 2023 is
as follows:

Name No. of Meetings Attended/ Held Attendance Percentage


James L. Go 6/6 100%
Lance Y. Gokongwei 6/6 100%
Frederick D. Go 6/6 100%
Patrick Henry C. Go 6/6 100%
Johnson Robert G. Go, Jr 6/6 100%
Robina Y. Gokongwei-Pe 6/6 100%
Omar Byron T. Mier 6/6 100%
Bienvenido S. Bautista 6/6 100%
Vivencio B. Dizon
(Elected on May 12, 4/4 100%
2023)
Roberto F. De Ocampo
(Term ended on May 12, 1/2 50%
2023

The Board has established committees to assist in exercising its authority in monitoring the
performance of the Corporation in accordance with its Revised Corporate Governance Manual,
Code of Business Conduct and related SEC Circulars. The Corporate Governance Committee of the
Corporation oversees the performance evaluation of the Board and its committees and
management.

Market Price for the Corporation’s Common Equity and Related Stockholder Matters

The information on market prices, holders, dividends and other related stockholder matters as
of December 31, 2023 are incorporated by reference to Part II, Item 6 of the Management
Report.

Additional information as of March 31, 2024 are as follows:

1. Market Price

High Low Close Market Capitalization


P16.76 P16.58 P16.68 P80,716,879,986.48

The market price of the Corporation’s common equity as of March 31, 2024 was P16.68.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 13 of 21
Restriction that Limits the Payment of Dividends on Common Shares

None.

Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of


Securities Constituting an Exempt Transaction

Not Applicable. All shares of the Corporation are listed in the Philippine Stock Exchange.

Item 6. Compensation of Directors and Executive Officers

(a) Summary Compensation Table

The following tables identify the Corporation’s Chief Executive Officer and the four most highly
compensated executive officers and summarize their aggregate compensation for the two most
recent fiscal years and the ensuing year.

Calendar Year 2023


Salary Bonus Others* Total
A. CEO and four most highly
P54,646,164 P1,800,000 P1,020,000 P57,466,164
compensated executive officers
Name Position
James L. Go Director, Chairman Emeritus
Lance Y. Gokongwei Director, Chairman
Frederick D. Go** Director, President and Chief
Executive Officer
Faraday D. Go Executive Vice President and BU
General Manager
Jericho P. Go Senior Vice President and BU
General Manager
B. All other officers and directors as
P123,600,060 P3,600,000 P2,280,000 P129,480,060
a group unnamed
*Per Diem
**Mr. Frederick D. Go resigned as Director, President and CEO of RLC effective January 8, 2024.

Calendar Year 2022


Salary Bonus Others* Total
A. CEO and four most highly
P60,232,350 P1,500,000 P885,000 P62,617,350
compensated executive officers
Name Position
James L. Go Director, Chairman Emeritus
Lance Y. Gokongwei Director, Chairman
Frederick D. Go** Director, President and Chief
Executive Officer
Faraday D. Go Executive Vice President and BU
General Manager
Jericho P. Go Senior Vice President and BU
General Manager
Arlene G. Senior Vice President and BU
Magtibay General Manager
B. All other officers and directors as
P107,527,640 P3,000,000 P2,005,000 P112,532,640
a group unnamed
*Per Diem
**Mr. Frederick D. Go resigned as Director, President and CEO of RLC effective January 8, 2024.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 14 of 21
The following table lists the name of the Corporation’s Chief Executive Officer and the four most
highly compensated executive officers and summarized their aggregate compensation for the
ensuing year:

Calendar Year 2024***


Salary Bonus *Others Total
C. CEO and four most highly
P53,969,014 P1,800,000 P1,020,000 P56,789,014
compensated executive officers
Name Position
James L. Go Director, Chairman Emeritus
Lance Y. Gokongwei Director, Chairman, President
and CEO
Faraday D. Go Executive Vice President and BU
General Manager
Jericho P. Go Senior Vice President and BU
General Manager
Ronald D. Paulo Senior Vice President and BU
General Manager
D. All other officers and directors as
P97,759,400 P3,600,000 P2,280,000 P103,639,400
a group unnamed
*Per Diem
**Mr. Frederick D. Go resigned as Director, President and CEO of RLC effective January 8, 2024.
***Estimated

(b) Compensation of Directors

6. Standard Arrangements

Other than payment of reasonable per diem, there are no standard arrangements pursuant to
which directors of the Corporation are compensated, or are to be compensated, directly or
indirectly, for any services provided as a director for the last completed fiscal year and the
ensuing year.

7. Other Arrangements

There are no other arrangements pursuant to which any director of the Corporation was
compensated, or is to be compensated, directly or indirectly, during the Corporation’s last
completed fiscal year, and the ensuing year, for any service provided as a director.

(c) Employment Contracts and Termination of Employment and Change-in-Control


Arrangement

There are no special employment contracts between the Corporation and the named executive
officers.

There are no compensatory plan or arrangement with respect to a named executive officer.

(d) Warrants and Options Outstanding

There are no outstanding warrants or options held by the Corporation’s Chief Executive Officer,
the named executive officers, and all officers and directors as a group.

Item 7. Independent Public Accountants

The Corporation’s independent public accountant is the accounting firm of SyCip, Gorres, Velayo
& Co. (SGV & Co.) The same accounting firm is tabled for reappointment for the current year at
Robinsons Land Corporation
2024 Definitive Information Statement
Page 15 of 21
the annual meeting of shareholders. The representatives of the principal accountant have always
been present at prior years’ meetings and are expected to be present at the current year’s annual
meeting of shareholders. They may also make a statement and respond to appropriate questions
with respect to matters for which their services were engaged.

The current handling partner of SGV & Co. has been engaged by the Corporation as of the fiscal
year 2018 and is expected to be rotated every seven (7) years in accordance with SRC Rule 68, as
amended.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.

The incumbent members of the Audit Committee of the Corporation are the following:

1. Omar Byron T. Mier (Independent Director) – Chairman


2. Vivencio B. Dizon (Independent Director)
3. Bienvenido S. Bautista (Independent Director)
4. James L. Go – Advisory Member
5. Johnson Robert G. Go, Jr. - Member

The incumbent members of the Board Risk Oversight Committee are the following:

1. Vivencio B. Dizon (Independent Director) - Chairman


2. Omar Byron T. Mier (Independent Director)
3. Bienvenido S. Bautista (Independent Director)
4. Lance Y. Gokongwei - Member

The incumbent members of the Related Party Transaction Committee are the following:

1. Bienvenido S. Bautista (Independent Director) – Chairman


2. Vivencio B. Dizon (Independent Director)
3. Omar Byron T. Mier (Independent Director)

Item 8. None

C. ISSUANCE AND EXCHANGE OF SECURITIES

Items 9 - 14. None.

D. OTHER MATTERS

Item 15. Action with respect to reports

The following are included in the agenda of the Annual Meeting of the Shareholders for the
approval of the shareholders to be held on May 8, 2024:

1. Reading and approval of the Minutes of the Annual Meeting of the Shareholders held on
May 12, 2023;
2. Presentation of annual report and approval of the financial statements for the preceding
year;
3. Election of Board of Directors;
4. Appointment of External Auditor; and
5. Ratification of the acts of the Board of Directors and its committees, officers and
management.
Robinsons Land Corporation
2024 Definitive Information Statement
Page 16 of 21
The matters approved and recorded in the Minutes of the Annual Meeting of the Shareholders
last May 12, 2023 are as follows:

1. Reading and approval of the Minutes of the Annual Meeting of the Shareholders held on
May 12, 2022;
2. Presentation of annual report and approval of the financial statements for the preceding
year;
3. Election of Board of Directors;
4. Appointment of External Auditor; and
5. Ratification of the acts of the Board of Directors and its committees, officers and
management.

The Annual Meeting of the Shareholders was held on May 12, 2023 by remote communication
and was attended by shareholders, the Board of Directors, and various officers of the Corporation.
The shareholders were allowed to cast their votes by proxy or in absentia on each agenda item
presented to them for approval, with the number of votes approving each agenda item presented
at the meeting and indicated in their respective sections in the Minutes. The shareholders were
also given the opportunity to ask questions, express opinion, and make suggestions on various
issues related to the Corporation. The Minutes of the Annual Meeting of the Shareholders held on
May 12, 2023 may be viewed and/or downloaded at RLC ASM 2023.

Brief description of material matters approved by the Board of Directors and Management and
disclosed to the SEC and PSE since the last Annual Meeting of the Shareholders held on May 12,
2023 for ratification by the shareholders:

Date of Board Approval Description


May 12, 2023 Results of the Organizational Meeting of the Board of Directors
May 12, 2023 Integrated Annual Corporate Governance Report
Material Information – Receipt of Certificate of Permit to Offer
June 15, 2023
Securities
June 30, 2023 Material Information – Listing of Php15B Second Tranche Bonds
November 29, 2023 Change in Stock Transfer Agent
December 19, 2023 Resignation of Mr. Frederick D. Go as Director, President and CEO
Appointment of Mr. Lance Y. Gokongwei as President and CEO of the
January 8, 2024
Corporation
March 19, 2024 (Amend) Change in Stock Transfer Agent
March 25, 2024 Annual Report

Item 16. None.

Item 17. Amendment of Charter, By-Laws or Other Documents. None.

Item 18. None.

Item 19. Voting Procedures

(a) The vote required for approval or election:

Pursuant to Article VII, Section 3 of the By-Laws of the Corporation, no shareholders’ meeting
shall be competent to decide any matter or transact any business, unless a majority of the
outstanding capital stock is presented or represented thereat, except in those cases in which the
Corporation law requires the affirmative vote of a greater proportion.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 17 of 21
(b) The method by which votes will be counted:

Article VII Section 4 of the By-Laws provides that at each meeting of the shareholders, every
shareholder, in person or by proxy, shall be entitled to vote the number of shares registered in
his name which has voting rights upon the matter in question.

Article VII Section 2 of the By-Laws also provides that shareholders may vote at all meetings the
number of shares registered in their respective names, either in person or by proxy duly given in
writing and duly presented to and received by the Corporate Secretary for inspection and
recording not later than five (5) working days before the time set for the meeting, except such
period shall be reduced to one (1) working day for meetings that are adjourned due to lack of the
necessary quorum. No proxy bearing a signature which is not legally acknowledged by the
Corporate Secretary shall be honored at the meetings. Proxies shall be valid and effective for five
(5) years, unless the proxy provides for a shorter period, and shall be suspended for any meeting
wherein the stockholder appears in person.

Pursuant to Article II Section 1 of the By-Laws, the directors of the Corporation shall be elected
by plurality vote at the annual meeting of the shareholders for that year at which a quorum is
present. At each election for directors, every stockholder shall have the right to vote, in person or
by proxy, the number of shares owned by him for as many persons as there are directors to be
elected, or to cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of candidates.

Sections 23 and 57 of the Revised Corporation Code provides that the Corporation may allow a
stockholder to cast his vote in absentia via modes which the Corporation shall establish, taking
into account the Corporation’s scale, number of shareholders or members, structure and other
factors consistent with the basic right of corporate suffrage.

The Secretary shall record all the votes and proceedings of the shareholders and of the Directors
in a book kept for that purpose.

Item 20. Participation of Shareholders by Remote Communication

The livestream of the meeting shall be viewable at the following web address:
bit.ly/2024ASM_RLC

In order for the Corporation to properly conduct validation procedures, shareholders who have
not sent their proxies or voted in absentia who wish to participate via remote communication
must notify the Corporation by email to [email protected] before April 29,
2024.

Please refer to Annex “E” for the detailed guidelines for participation via remote communication
and the procedures for registration and casting votes in absentia.

Discussion on compliance with leading practices on corporate governance

The Corporation adheres to the principles and practices of good corporate governance, as
embodied in its Revised Corporate Governance Manual, Code of Business Conduct and related
SEC Circulars.

SEC Memorandum Circular No.15, Series of 2017 mandates all listed companies to submit an
Integrated Annual Corporate Governance Report (I-ACGR) on May 30 of the following year for
every year that the Company remains listed.
Robinsons Land Corporation
2024 Definitive Information Statement
Page 18 of 21
PSE Memorandum CN No. 2017-0079 provides that I-ACGR effectively supersedes the SEC’s
Annual Corporate Governance Report and the PSE’s Corporate Governance Disclosure Report.

Discussion on the Key Financial Ratios of the Top Five (5) Majority-Owned Subsidiaries of
the Corporation

RL Commercial REIT, Inc. (RCR)

2023 2022

Earnings (loss) per share1 P0.4144 P0.4301

Net book value per share2 P5.94 P5.26

Current ratio3 1.52:1 1.56:1

Debt-to-equity ratio Not applicable. RCR does not have any financial indebtedness
for the periods presented.

Return on Equity4 0.19 (0.095)


Notes:
1 Earnings (loss) per share is computed as net income (loss) divided by weighted average number of outstanding shares.
2 Net book value per share is computed as total equity divided by total number of outstanding shares.
3 Current Ratio is computed as current assets divided by current liabilities. Determination of current accounts is based on their maturity
profile of relevant assets and liabilities.
4 Return on Equity is computed as net income over total equity.
5 RCR’s commercial operations started upon effectivity of the Property-for-Share Swap on August 2, 2021.

Altus Angeles, Inc. (AAI)

2023 2022

Earnings (loss) per share1 90.52 27.96

Net book value per share2 1,121.16 1,198.43

Current ratio3 2.14:1 2.26:1

Debt-to-equity ratio Not applicable. AAI does not have any financial indebtedness for
the periods presented.

Return on Equity4 0.08 0.02


Notes:

1 Earnings (loss) per share is computed as net income (loss) divided by weighted average number of outstanding shares.
2 Net book value per share is computed as total divided by total number of outstanding shares.
3 Current Ratio is computed as current assets divided by current liabilities. Determination of current accounts is based on their maturity
profile of relevant assets and liabilities.
4 Return on Equity is computed as net income over total equity.

Go Hotels Davao, Inc. (GDI)

2023 2022

Earnings (loss) per share1 0.23 0.08

Net book value per share2 3.75 3.61

Robinsons Land Corporation


2024 Definitive Information Statement
Page 19 of 21
Current ratio3 7.45:1 7.55:1

Debt-to-equity ratio Not applicable. GDI does not have any financial indebtedness for
the periods presented.

Return on Equity4 0.06 0.02


Notes:

1 Earnings (loss) per share is computed as net income (loss) divided by weighted average number of outstanding shares.
2 Net book value per share is computed as total equity divided by total number of outstanding shares.
3 Current Ratio is computed as current assets divided by current liabilities. Determination of current accounts is based on their maturity
profile of relevant assets and liabilities.
4 Return on Equity is computed as net income over total equity.

RL Property Management, Inc. (RLPMI)

2023 2022

Earnings per share1 16.39 24.79

Net book value per share2 8.39 9.09

Current ratio3 3.44:1 3.90:1

Debt-to-equity ratio Not applicable. RLPMI does not have any financial indebtedness
for the periods presented.

Return on Equity4 1.95 1.81


Notes:

1 Earnings per share is computed as net income divided by weighted average number of outstanding shares.
2 Net book value per share is computed as total equity divided by total number of outstanding shares.
3 Current Ratio is computed as current assets divided by current liabilities. Determination of current accounts is based on their maturity
profile of relevant assets and liabilities.
4 Return on Equity is computed as net income over total equity.

RL Fund Management, Inc. (RLFMI)

2022 2022

Earnings per share1 4.15 3.79

Net book value per share2 2.26 2.11

Current ratio3 4.63:1 5.64:1

Debt-to-equity ratio Not applicable. RLFMI does not have any financial indebtedness
for the periods presented.

Return on Equity4 1.84 1.80


Notes:

1 Earnings per share is computed as net income divided by weighted average number of outstanding shares.
2 Net book value per share is computed as total equity divided by total number of outstanding shares.
3 Current Ratio is computed as current assets divided by current liabilities. Determination of current accounts is based on their maturity
profile of relevant assets and liabilities.
4 Return on Equity is computed as net income over total equity.

Robinsons Land Corporation


2024 Definitive Information Statement
Page 20 of 21
ROBINSONS LAND CORPORATION, AS REGISTRANT, WILL PROVIDE WITHOUT CHARGE,
UPON WRITTEN REQUEST, A COPY OF THE REGISTRANT’S ANNUAL REPORT ON SEC FORM
17-A. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO THE CORPORATE SECRETARY,
12/F ROBINSONS CYBERSCAPA ALPHA, SAPPHIRE AND GARNET ROADS, ORTIGAS CENTER,
PASIG CITY, METRO MANILA, PHILIPPINES.

(Signature page follows)

Robinsons Land Corporation


2024 Definitive Information Statement
Page 21 of 21
ANNEX “E”

ANNUAL MEETING OF THE SHAREHOLDERS


OF
ROBINSONS LAND CORPORATION

REGISTRATION AND PROCEDURE FORVOTING IN ABSENTIA AND PARTICIPATION VIA


REMOTE COMMUNICATION

I. VOTING IN ABSENTIA

Robinsons Land Corporation (the “Corporation”) has established a procedure for the registration
of and voting in absentia by shareholders at the annual meeting, as allowed under Sections 23
and 57 of the Revised Corporation Code.

1. Shareholders as of March 27, 2024 (the “Shareholder/s”) may register by sending an email
to [email protected] with the following supporting documents:
a. For individual Shareholders:
i. Government-issued identification (ID) of the Shareholder;
ii. For Shareholders with joint accounts: A scanned copy of an authorization
letter signed by all Shareholders, identifying who among them is authorized
to cast the vote for the account.
iii. If holding shares through a broker, the certification from the broker stating
the name of the beneficial owner and the number of shares owned by such
Shareholder.

b. For corporate Shareholders:


i. Secretary’s Certificate authorizing the designated representative to vote the
shares owned by the corporate Shareholder;
ii. Government-issued identification (ID) of the designated representative.
iii. If holding shares through a broker, certification from the broker stating the
name of the beneficial owner and the number of shares owned by such
Shareholder.

Registration shall be open from April 9 to April 29, 2024.

2. Registration shall be validated by the Office of the Corporate Secretary in coordination with
the Stock Transfer Agent of the Corporation. Once the Shareholder has been successfully
validated, the Shareholder shall be officially registered for the annual meeting and a digital
ballot shall be generated for the Shareholder which shall be sent to the email address used by
the Shareholder for registration.

3. The registered Shareholder may then proceed to fill out the ballot with the votes. All items in
the agenda for approval shall be shown one at a time and the registered Shareholder may
vote Yes, No, or Abstain. The vote is considered cast for all the registered Shareholder’s
shares.

4. Once voting on all the agenda items is finished, the registered Shareholder is encouraged to
review the votes before submitting the ballot. The Shareholder can then proceed to submit
the accomplished ballot by clicking the ‘Submit’ button. A summary of the votes cast shall be
sent to the email address of the registered Shareholder. Once the ballot has been submitted,
votes may no longer be changed. Multiple submissions of the digital ballot under the same
shareholder for the same shares shall be invalidated.

5. Voting in absentia shall be open from April 9 to April 29, 2024.

6. The Office of the Corporate Secretary shall tabulate all votes cast in absentia together with
the votes cast by proxy, and an independent third party will validate the results.

7. Shareholders who register and vote on the website for voting in absentia are hereby deemed
to have given their consent to the collection, use, storing, disclosure, transfer, sharing and
general processing of their personal data by the Corporation and by any other relevant third
party for the purpose of electronic voting in absentia for the Annual Shareholders’ Meeting
and for all other purposes for which the Shareholder can cast his/her/its vote as a
Shareholder of the Corporation.

II. PARTICIPATION VIA REMOTE COMMUNICATION

1. Shareholders may attend the meeting on May 8, 2024 at 10:00 A.M. via the following link:
bit.ly/2024ASM_RLC. The meeting shall be broadcast live via Microsoft Teams, which may be
accessed either on the web browser or on the Microsoft Teams app. Those who wish to view
the broadcast may sign in using any Microsoft amount or may join the stream anonymously.

2. Shareholders who have not sent their proxies or registered and voted in absentia
(“Unregistered Shareholders”) may still attend the meeting through the broadcast link. In
order to be counted for the determination of quorum, Unregistered Shareholders are
requested to notify the Corporation by e-mail to [email protected] on or
before April 29, 2024 of their intention to participate in the meeting by remote
communication.

For validation purposes, the notification email from the Shareholder shall contain the
following:
a. Government-issued identification (ID) of the shareholder
b. If holding shares through a broker, certification from the broker stating the name of
the beneficial owner and the number of shares owned by such shareholder;

3. For purposes of quorum, only the following Shareholders shall be counted as present:
a. Shareholders who have registered and voted in absentia before the cutoff date;
b. Shareholders who have sent their proxies before the deadline;
c. Shareholders who have notified the Corporation of their intention to participate in
the meeting by remote communication before the deadline.

4. Questions and comments on the items in the Agenda may be sent to


[email protected] Questions or comments received on or before April 29,
2024 may be responded to during the meeting. Any questions not answered during the
meeting shall be answered via email.
"ANNEX F"
COVERSHEET
for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

9 3 2 6 9 - A

COMPANY NAME

R O B I N S O N S L A N D C O R P O R A T I O N A N D

S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

L e v e l 2 , G a l l e r i a C o r p o r a t e C e

n t e r , E D S A c o r n e r O r t i g a s A v e n

u e , Q u e z o n C i t y , M e t r o M a n i l a

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S S E C N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number
corp.secretary@robinsonsla 8397-1888 N/A
nd.com

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

1,024 Last Wednesday of May 12/31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

Mr. Kerwin Max S. Tan [email protected] 8397-1888 N/A

CONTACT PERSON’s ADDRESS

15th Floor Robinsons Cyberscape Alpha cor. Sapphire & Garnet Road Ortigas Center,
Pasig City
NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the
Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person
designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records wit
the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from
liability for its deficiencies
SEC Number 93269-A
File Number

________________________________________________

ROBINSONS LAND CORPORATION


AND SUBSIDIARIES
________________________________________________
(Company’s Full Name)

Level 2, Galleria Corporate Center, EDSA corner Ortigas Avenue,


Quezon City, Metro Manila
_________________________________________________
(Company’s Address)

8397-1888
______________________________________
(Telephone Number)

DECEMBER 31
______________________________________
(Calendar Year Ending)
(month & day)

FORM 17-A (ANNUAL REPORT)


______________________________________
Form Type

______________________________________
Amendment Designation (if applicable)

December 31, 2023


______________________________________
Period Ended Date

CN 000452-R-Listed
__________________________________________________
(Secondary License Type and File Number)

1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17


OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the calendar year ended : December 31, 2023

2. SEC Identification Number : 93269-A

3. BIR Tax Identification No. 000-361-376-000

4. Exact name of issuer as specified in its charter

ROBINSONS LAND CORPORATION

5. Manila, Philippines 6. (SEC Use Only)


Province, Country or other Industry Classification Code:
jurisdiction of incorporation or
organization

7. Level 2, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon


City, Metro Manila, 1605
Address of principal office Postal Code

8. 8397-1888
Issuer's telephone number, including area code

9. N.A.
Former name, former address, and former fiscal year, if changed since last report.

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8
of the RSA2

Number of Shares of Common Stock


Title of Each Class Outstanding and Amount of Debt Outstanding

Common Stock 4,839,141,486 shares


Registered bonds payable P
= 31,791,710,000.00

11. Are any or all of these securities listed on a Stock Exchange.

Yes [] No [ ]

2
If yes, state the name of such stock exchange and the classes of securities listed
therein:

Philippine Stock Exchange Common Shares

12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC
Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and
Sections 26 and 141 of The Corporation Code of the Philippines during the preceding
twelve (12) months (or for such shorter period that the registrant was required to file
such reports);

Yes [] No [ ]

(b) has been subject to such filing requirements for the past ninety (90) days.

Yes [] No [ ]

13. Aggregate market value of the voting stock held by non-affiliates:


P
= 27,645,692,042.32

3
TABLE OF CONTENTS
TABLE OF CONTENTS…………………………………………………………………………………………4

PART I – BUSINESS AND GENERAL INFORMATION…………………………………………………….6

ITEM 1. BUSINESS…………………………………………………………………………………………..6
a) Overview……………………………………………………………………………………………….6
b) Business………………………………………………………………………………………………...9
i. Robinsons Malls…………….……………………………………………………………………………...9
ii. Residential Division……………………………………………………………………………................12
1) RLC Residences…………………………………………………………………………………..12
2) Robinsons Homes………………………………………………………………………………...21
iii. Robinsons Offices………...………………………………………………………………………………27
iv. Robinsons Hotels and Resorts.……………………………………………………………………………34
v. Robinsons Logistics and Industrial Facilities……..…………...………………………………………….36
vi. Robinsons Destination Estates…..……………...……………...…………………………………………38
vii. Chengdu Ban Bian Jie …………..……………...……………...…………………………………………39
c) Significant Subsidiaries………………………………………………………………………………40
d) Competition…………………………………………………………………………………………...45
i. Robinsons Malls ………………………………………………………………………………………….45
ii. Residential Division………………………………………………………………………………………46
iii. Robinsons Offices……...…………………………………………………………………………………47
iv. Robinsons Hotels and Resorts……………………………………………………………………………48
v. Robinsons Logistics and Industrial Facilities ……....…..………...………………………………...……48
vi. Robinsons Destination Estates ….………...…...……………...…………………………………………48
e) Sources and Availability of Raw Materials and Names of Principal Suppliers...................................49
f) Customers……………………………………………………………………………………………...49
g) Employees and Labor………………………………………………………………………………...49
h) Industry Risk………………………………………………………………………………………….50
ITEM 2. PROPERTIES……………………………………………………………………………………..53
ITEM 3. LEGAL PROCEEDINGS…………………………………………………………………………55
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS…………………….55
ITEM 5. REGULATORY AND ENVIRONMENTAL MATTERS………………………………………...56
a) Shopping Malls……………………………………………………………………………………….56
b) Residential Condominium and Housing and Land Projects………………………………………….56
c) Hotels…………………………………………………………………………………………………58
d) Zoning and Land Use…………………………………………………………………………………58
e) Special Economic Zone……………………………………………………………………………….59
f) Effect of Existing or Probable Governmental Regulations on the Business…………….……………59
g) Effect of COVID-19 on the Business…………………………………………………….……………60

PART II – OPERATIONAL AND FINANCIAL INFORMATION…………………………………………...61

ITEM 6. MARKET INFORMATION………………………………………………………………………..61


ITEM 7. DIVIDENDS………………………………………………………………………………………..61
ITEM 8. PRINCIPAL SHAREHOLDERS…………………………………………………………………63
ITEM 9. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION………………………………………….…………………………..64
a) Results of Operations and Financial Condition……………………………………………………...64
i. Year ended December 31, 2023 versus same period in 2022……………………………………………..64
ii. Year ended December 31, 2022 versus same period in 2021….………………………………………….70
iii. Year ended December 31, 2021 versus same period in 2020……………………………………………..76
ITEM 10. TRENDS, EVENTS OR UNCERTAINTIES THAT HAVE HAD OR THAT ARE
REASONABLY EXPECTED TO AFFECT REVENUES AND INCOME…………………..82
ITEM 11. FINANCIAL STATEMENTS……...…………………………………………………………….82
ITEM 12. INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED
MATTERS…………………………...……………..……………………………………………83
a) External Audit Fees and Services…………………………………………………………………….83
b) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure………..83

4
ITEM 13. SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS AND
MANAGEMENT…………………………………...………..…………………………….....84
a) Security Ownership of Certain Record and Beneficial Owners……………………………………...84
b) Security Ownership of Management as of December 31, 2023………………………………………85
c) Voting Trust Holder of 5% or more - as of December 31, 2023……………………………………..86
d) Changes in Control…………………………………………………………………………………...86

PART III – CONTROL AND COMPENSATION INFORMATION…………………………………………87

ITEM 14. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT…………………….87


a) Directors’ and Key Officers’ Experience……………………………………………………………..87
b) Involvement in Certain Legal Proceedings of Directors and Executive Officers…………………….94
c) Family Relationships…………………………………………………………………………………94
ITEM 15. EXECUTIVE COMPENSATION…………………………....................................................95
a) Summary Compensation Table………………………………………………………………….........95
b) Standard Arrangement………………………………………………………………………………..96
c) Other Arrangement…………………………………………………………………………………...96
d) Any employment contract between the company and named executive officer………………………96
e) Warrants and Options Outstanding…………………………………………………………………..96
ITEM 16. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS………………...97

PART IV – CORPORATE GOVERNANCE………………………………………………………………….98

PART V – SUSTAINABILITY REPORT….………………………………………………………………….99

PART VI – EXHIBITS AND SCHEDULES…………………………………………...………...…….....…170

ITEM 17. EXHIBITS AND REPORTS ON SEC FORM 17-C…………………………………………170


(A) Exhibits-See Accompanying Index to Exhibits (Page 317)………………..……………………… 170
(B) Reports on SEC Form 17-C (Current Report)………..………………………………………..…..170

5
PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business

a) Overview

Robinsons Land Corporation (RLC, the Parent Company or the Company) is a


stock corporation organized under the laws of the Philippines and has
seventeen (17) subsidiaries.

The Parent Company’s principal executive office is located at Level 2, Galleria


Corporate Center, EDSA corner Ortigas Avenue, Quezon City, Metro Manila.

The Group has 3,299 and 2,810 permanent full-time employees as of


December 31, 2023 and 2022, respectively.

RLC is one of the Philippines’ leading real estate developers in terms of


revenues, number of projects and total project size. It is engaged in the
construction and operation of lifestyle commerical centers, offices, hotels and
industrial facilities; and the development of integrated developments and
mixed-use properties, residential buildings, as well as land and residential
housing developments, including socialized housing projects located in key
cities and other urban areas nationwide. RLC adopts a diversified business
model, with both an ‘investment’ component, in which the Company develops,
owns and operates commercial real estate projects (principally lifestyle
commercial centers, office buildings, hotels and industrial facilities); and a
‘development’ component, in which RLC develops real estate projects for sale
(principally residential condominiums, serviced lots, house and lot packages
and commercial lots).

RLC’s operations are divided into its seven (7) business divisions:
 Robinsons Malls (or Commercial Centers Division) develops, leases and
manages lifestyle commercial centers or shopping malls throughout the
Philippines. As of December 31, 2023, RLC operates fifty-four (54)
shopping malls, comprising eight (8) malls in Metro Manila and forty-six
(46) malls in other urban areas throughout the Philippines, and has another
three (3) new malls and three (3) expansions in the planning and
development stage for completion in the next two (2) years.

 The Residential Division develops and sells residential developments for


sale/pre-sale. As of December 31, 2023, RLC’s Residential Division has
ninety (90) residential condominium buildings/towers/housing projects
under its RLC Residences brand and forty (40) housing subdivisions
under its Robinsons Homes brand, of which one hundred (100) have
been completed and thirty (30) are still ongoing. It currently has several
projects in various stages for future development that are scheduled for
completion in the next one (1) to six (6) years.

6
 Robinsons Offices (or Office Buildings Division) develops office buildings
for lease in Metro Manila and in strategic locations around the Philippines.
As of December 31, 2023, this division has completed thirty-one (31) office
developments. These are located in Quezon City, Mandaluyong City,
Cebu City, Ilocos Norte, Tarlac City, Naga City, Davao City, Bacolod City
and Iloilo City. We also have office projects in the Central Business
Districts of Pasig City, Makati City and Taguig City. Furthermore, to ensure
business growth and continuity, the Company has a robust pipeline of new
offices for completion in the next coming years, with its much-awaited
building, GBF Center Tower 1, to be launched in 2024.

 Robinsons Hotels and Resorts (or Hotels and Resorts Division) has a
diverse portfolio covering the following brand segments: Luxury Hotels and
Resorts, Upscale Deluxe Hotels, Mid-market City and Resort Hotels, and
Essential Service Value Hotels. As of December 31, 2023, RLC owned
twenty-six (26) hotels and resort for a total of 4,243 owned room keys in
strategic metropolitan and urbanized locations consisting of thirteen (13)
Go Hotels, seven (7) Summit Hotels and Resorts, one (1) Grand Summit
Hotel, four (4) international brands, and one (1) Fili Hotel. In 2023, RLC
launched The Westin Manila, a luxury high rise hotel in the heart of Ortigas
Center, Mandaluyong City and the NUSTAR Convention Center in
NUSTAR Integrated Resort that can cater to up to 2,000 guests.

 Robinsons Logistics and Industrial Facilities (RLX) focuses on


industrial leasing. As of December 31, 2023, RLX has nine (9) industrial
facilities in its portfolio in key strategic locations Calamba City, Laguna,
Muntinlupa City, Cainta, Rizal, San Fernando City, Pampanga, and Mexico
City, Pampanga. It now has presence within the National Capital Region,
and in both the North and South of Metro Manila. RLX will work towards
becoming the fastest growing logistics facility provider in the country with
additional warehouses in the pipeline.

 Robinsons Destination Estates (RDE) (formerly Integrated


Developments Division) focuses on strategic land bank acquisition in
collaboration with corporate land acquisition, exploration of real estate
infrastructure projects, and partnerships that create growth opportunities.
RDE advanced with the development of its premier destination estates---
the 32-hectare Bridgetowne in Pasig and Quezon City; the 18-hectare
Sierra Valley in Cainta and Taytay, Rizal, and the 229-hectare Montclair
in Porac and Angeles, Pampanga. RLC will continue to make substantial
progress in its landmark destination estates. To strengthen earnings, the
division will likewise explore innovative real estate formats, new business
ventures, and strategic partnerships for its mixed-use developments.

 Chengdu Ban Bian Jie is the Company’s residential development with


minor commercial component located in Chengdu, China. It is RLC’s first
international foray spanning across 8.5 hectares of land acquired in 2016
through a public auction.

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Capital stock

RLC was incorporated on June 4, 1980 as the real estate investment arm of
JG Summit Holdings Inc. (‘JG Summit’), and its shares were offered to the
public in an initial public offering and were subsequently listed in the Manila
Stock Exchange and Makati Stock Exchange (predecessors of the Philippine
Stock Exchange) on October 16, 1989. The Company had successful follow-
on offering of primary and secondary shares in October 2006 where a total of
932.8 million shares were offered to domestic and international investors,
generating USD 223 million or P = 10.87 billion in proceeds. Of this amount,
approximately P = 5.30 billion was raised from the primary portion, intended to
be used to fund its capital expenditure programs for fiscal year 2007. The
additional shares were listed on October 4, 2006.

On November 19, 2010, the Board of Directors approved the increase in the
authorized capital stock of RLC from 3,000,000,000 common shares into
8,200,000,000 common shares, with a par value of one peso (P = 1) per share.
In line with the foregoing, the Board of Directors (BOD) also approved on
February 16, 2011 a 1:2 stock rights offering to stockholders of record as of
March 30, 2011 (ex - date March 25, 2011). Accordingly, the Company
received subscriptions for 1,364,610,228 shares at an offer price of P= 10 per
share on April 11-15, 2011. The subscription receivables were fully collected
in October 2011. The SEC approved the increase in capital stock on
May 17, 2011.

On November 13, 2017, the BOD of the Company approved in principle the
stock rights offering (SRO) of up to P = 20.00 billion composed of 1.1 billion
common shares, with a par value of P = 1.00 per share, to all stockholders as of
record date January 31, 2018. The Company intends to use the proceeds from
the SRO to finance the acquisition of land located in various parts of the
country for all its business segments.

The Company has obtained the approval of the BOD of the Philippine Stock
Exchange, Inc. (PSE) for the listing and trading of the rights shares on
January 10, 2018, while the PSE’s confirmation of exempt transaction
covering the offer was obtained on December 14, 2017. The following are the
key dates of the SRO:

• Pricing date – January 24, 2018


• Ex-date – January 26, 2018
• Record date – January 31, 2018
• Offer period – February 2 to 8, 2018
• Listing date – February 15, 2018

The Company has successfully completed its P = 20.00 billion SRO of common
shares following the close of the offer period on February 8, 2018. A total of
1.1 billion common shares from the SRO were issued at a price of P = 18.20
each. The listing of the shares occurred on February 15, 2018.

8
On July 31, 2019, the BOD of the Parent Company approved the declaration
of property dividend, of up to One Hundred Million (100,000,000) common
shares of Altus Property Ventures, Inc. (APVI) (formerly Altus San Nicolas
Corp.) in favor of the registered shareholders (the Receiving Shareholders) of
the Parent Company as of August 15, 2019. The SEC approved the property
dividend declaration on November 15, 2019 and the Certificate Authorizing
Registration was issued by the Bureau of Internal Revenue on December 6,
2019.

The Receiving Shareholders received a ratio of one (1) share of APVI for
every fifty-one and 9384/10000 (51.9384) shares of the Parent Company, net
of applicable final withholding tax on December 20, 2019. No fractional shares
were issued and no shareholder was entitled to any fractional shares. RLC’s
remaining interest in APVI after the dividend distribution is 6.11%.

As of December 31, 2023, JG Summit, RLC’s controlling shareholder, owned


approximately 65.44% of RLC’s outstanding shares.

Treasury Stock

On November 4, 2021, the BOD approved the 3 billion common share


buyback program of the Parent Company. In 2021, the Parent Company
acquired a total of 23,564,900 common shares at a range price of P
= 17.36 to
P
= 19.38 per share for a total consideration of P
= 438 million.

On November 8, 2022, the BOD approved the extension of share buyback


program for an additional 3 billion common shares. In 2022, the Parent
Company acquired a total 116,424,700 common shares at a range price of
P
= 14.81 to P
= 16.75 per share for a total consideration of P
= 2,129 million.

On March 20, 2023, the BOD approved the extension of the share buyback
program by Three Billon Pesos (P = 3,000,000,000) worth of the Parent
Company’s common shares bringing the total buy-back program to Nine
Billion Pesos (P= 9,000,000,000). In 2023, the Parent Company acquired a total
214,699,599 common shares at a range price of P = 13.75 to P
= 16.41per share
for a total consideration of P
= 3,219 million.

b) Business

RLC has seven (7) business divisions as follows:

i. Robinsons Malls

Robinsons Malls develops, leases and manages lifestyle centers throughout


the Philippines. It accounted for P
= 16.21 billion or 38% of RLC’s revenues and
P
= 9.28 billion or 41% of RLC’s EBITDA in calendar year 2023 and P = 13.03
billion or 29% of RLC’s revenues and P = 6.58 billion or 34% of RLC’s EBITDA in
calendar year 2022. As of December 31, 2023 and 2022, Robinsons Malls had

9
assets valued on a historical cost less depreciation basis at P
= 82.55 billion and
P
= 84.53 billion, respectively.

Robinsons Malls rental revenues exceeded pre-pandemic numbers. The


sustained healthy spending behavior of Filipino consumers in essential and
discretionary purchases including food, fashion, leisure, services, and
entertainment significantly contributed to the upsurge in foot traffic and
revenues.

The Mall | NUSTAR Resort Cebu, the first and only luxury Mall in Cebu as well
as in the Visayas and Mindanao regions, opened its doors to delighted
shoppers this year, offering a well-curated mix of global luxury brands and a
plethora of the best of local and international cuisines amidst stunning
interiors.

The table below sets out certain key details of RLC's mall portfolio as of
December 31, 2023:

Approximate
Calendar Year Gross Floor Area
Name Location
Opened
(in ‘000 sq.m.)
Metro Manila
Robinsons Galleria ................................
EDSA corner Ortigas Avenue, Quezon City 1990 221
Robinsons Manila ................................
M. Adriatico Street, Ermita, Manila 1997 241
Robinsons Novaliches ................................
Quirino Highway, Novaliches, Quezon City 2001 70
Robinsons Metro East ................................
Marcos Highway, Brgy. Dela Paz, Pasig City 2001 123
Robinsons Otis .....................................................
P.M. Guanzon St., Paco, Manila 2007 32
Aurora Blvd. corner Doña Hemady St., Quezon
Robinsons Magnolia ......................... City 2012 162
Gov. Pascual Ave. cor. Crispin St., Tinajeros,
Robinsons Town Mall Malabon......... Malabon 2013 17
Alabang-Zapote Road, Brgy. Talon, Las Piñas
Robinsons Place Las Piñas………… City 2014 59

Outside Metro Manila


Robinsons Bacolod ................................
Lacson Street, Mandalagan, Bacolod City 1997 61
Aguinaldo Highway, Tanzang Luma V, Imus,
Robinsons Imus ................................Cavite 1998 65
Robinsons Fuente Cebu ................................
Fuente Osmena, Bo. Capitol, Cebu City 2000 17
Lopez Avenue, Batong Malaki, Los Baños,
Robinsons Town Mall Los Baños ..........................
Laguna 2000 10
Quezon-Ledesma Street, Rojas Village, Iloilo
Robinsons Iloilo .....................................................
City 2001 82
Robinsons Star Mills Pampanga ............................
San Jose, San Fernando, Pampanga 2002 69
Old Nat’l Hi-way, Brgy Tagapo, Sta Rosa,
Robinsons Santa Rosa ................................
Laguna 2002 37
Robinsons Dasmariñas ................................
Pala-Pala, Dasmarinas, Cavite 2003 96
Limketkai Complex, Lapasan, Cagayan De Oro
Robinsons Cagayan de Oro ................................
City 2002 18
Robinsons Lipa ................................Mataas Na Lupa, Lipa City, Batangas 2003 59
Ortigas Avenue Extension, Junction, Cainta,
Robinsons Cainta ................................
Rizal 2004 31
McArthur Highway, Balibago, Angeles City,
Robinsons Angeles ................................
Pampanga 2004 31
Robinsons Cybergate Bacolod .............................
Barrio Tangub, National Road, Bacolod City 2004 18
McArthur Highway, Brgy. San Miguel, Tarlac
Robinsons Luisita ................................
City 2007 17

10
Calendar Year Approximate
Name Location
Opened Gross Floor Area
Robinsons Cabanatuan ................................
Km. 3, Maharlika Highway, Cabanatuan City 2008 18
Robinsons Pulilan ................................
Trinidad Highway, Brgy. Cutcot, Pulilan, Bulacan 2008 12
Summit Ridge Tagaytay ................................
Km. 58, Tagaytay-Nasugbu Road, Tagaytay City 2008 14
Robinsons Cybergate Davao ................................
J. P. Laurel Avenue, Davao City 2009 14
Robinsons Tacloban ................................
National Highway, Marasbaras, Tacloban City 2009 63
Jose Catolico Sr. Ave., Lagao, General Santos
Robinsons General Santos ................................
City 2009 33
Robinsons Dumaguete...................... Calindagan Business Park, Dumaguete City 2009 57
Brgy. 1 San Francisco, San Nicolas, Ilocos
Robinsons Ilocos Norte Expansion....
Norte
2009 45
Robinsons Cybergate Cebu.............. Don Gil Garcia St., Capitol, Cebu City, Cebu 2009 19
McArthur Highway, Brgy. San Miguel, Calasiao
Robinsons Pangasinan.....................
Pangasinan
2012 33
National Highway, Brgy. San Miguel, Puerto
Robinsons Palawan..........................
Princesa City
2012 45
Robinsons Butuan............................. J.C. Aquino Avenue, Brgy Libertad, Butuan City 2013 59
MacArthur Highway, Brgy. Sumapang Matanda,
Robinsons Malolos............................
Malolos City, Bulacan
2013 68
Immaculate Heart of Mary Avenue, Pueblo de
Robinsons Roxas..............................
Panay, Brgy. Lawa-an, Roxas City, Capiz
2014 37
Maharlika Highway, Brgy Mabini, Santiago City,
Robinsons Santiago..........................
Isabela
2014 40
Sumulong Highway, cor. Circumferential Road,
Robinsons Antipolo...........................
Antipolo City
2014 84
Robinsons Antique…………………… Brgy. Maybato, San Jose, Antique 2015 28
Robinsons Galleria Cebu……………. Gen. Maxilom Ave. Ext, Cebu City, Cebu 2015 139
Robinsons Tagum……………………. Tagum City, Davao del Norte 2016 65
Robinsons General Trias……………. Governor’s Drive, General Trias, Cavite 2016 56
Robinsons Jaro………………………. E Lopez St. Jaro, Iloilo City, Iloilo 2016 50
Macapagal Ave., Brgy. Tubod, Iligan City, Lanao
Robinsons Iligan………………………
del Norte
2017 51
Roxas Ave., cor. Almeda Highway, Brgy.
Robinsons Naga………………………
Triangulo, Naga City, Camarines Sur
2017 77
Robinsons North Tacloban…………. Brgy. Abucay, Tacloban City, Leyte 2017 56
Robinsons Ormoc……………………. Brgy. Cogon, Ormoc City, Leyte 2018 35
Robinsons Pavia……………………... Brgy. Ungka 2, Pavia, Iloilo 2018 41
Robinsons Tuguegarao………………Brgy. Tanza, Tuguegarao City, Cagayan 2018 68
Sayre Highway, Brgy. Hagkol, Bagontaas
Robinsons Valencia…………………..
Valencia, Bukidnon
2018 47
Km. 31, National Highway, Brgy. Nueva, San
Robinsons Galleria South……………
Pedro, Laguna
2019 118
Brgy. Sevilla, McArthur Highway, San Fernando
Robinsons La Union………………….
City, La Union
2021 35
Robinsons Gapan….………………… Maharlika Highway, Gapan, Nueva Ecija 2022 40

The Mall | Nustar…………………….. South Road Properties, Cebu City, Cebu 2023 45

Total 3,130

The main revenue stream of Robinsons Malls is derived from the lease of
commercial spaces and it comprises a significant part of RLC’s revenues.
Historically, revenues from lease rentals have been a steady source of
operating cash flows for the Company. RLC expects that the revenues and
operating cash flows generated by the malls business shall continue to be a
major driver for the Company’s growth in the future.

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As of calendar year 2023, the Company has three (3) new malls and three (3)
expansions in the planning and development stage for completion in the next
two (2) years. The Company’s business plan for Robinsons Malls over the
next five years, subject to market conditions, is to sustain its growth
momentum via development of new lifestyle centers and expansion of existing
ones.

The Company also leases commercial properties to affiliated companies.


Rental income arising from the lease of commercial properties to affiliated
companies amounted to about P= 4.00 billion and P
= 3.33 billion for the calendar
years ended December 31, 2023 and 2022, respectively.

ii. Residential Division

The Residential Division focuses on the construction and sale of residential


condominiums under its RLC Residences brand, and house and lot and
subdivision projects under its Robinsons Homes brand. The Division
accounted for P = 12.01 billion or 28% of RLC’s revenues and P = 4.72 billion or
20% of RLC’s EBITDA in calendar year 2023, and P = 9.10 billion or 20% of
RLC’s revenues and P = 3.51 billion or 18% of RLC’s EBITDA in calendar year
2022. As of December 31, 2023 and 2022, the Company’s Residential
Division had assets valued on a historical cost less depreciation basis at
P
= 55.41 billion and P= 46.03 billion, respectively.

The Residential Division is categorized into two (2) brands. The different
brands differ in terms of target market, location, type of development and price
ranges to allow clear differentiation among markets. These two brands are:

 RLC Residences
 Robinsons Homes

1) RLC RESIDENCES

RLC Residences, the vertical residential division of Robinsons Land, aims to


provide seamless customer journey for its clients and focus to build beautiful
and well-designed residential condominiums in key urban areas and central
business districts. The brand redefined its new core offering under its
enhanced customer-centric value propositions: Raise, Live and Connect.
Raise stands for raising living standards through elevated design and quality
standards, elegant lobbies, and global design and property consultants. Live
is all about living smart and productive through the digital solutions for a
hassle-free condo-living experience and the introduction of work-from-home
nooks and smart home features integrated within the units. Lastly, Connect
promotes meaningful connections through amenities for bonding and the
convenience of being near life’s essentials.

As part of the new brand’s efforts to provide a more customer-centric service


to its clients and to answer the growing need to do transactions safely at

12
home due to the pandemic, RLC Residences introduced multiple digital
innovation such as the myRLC Homeowners Portal (for RLC Residences
property residents) and Buyer’s Portal (for property buyers) in order to help
them access their accounts in real time and accomplish other obligations at
the comforts of their home such as payments and gate pass filings. The
myRLC Homeowners Portal also provides easier access to the Ring Rob
Concierge, RLC Residences’ exclusive service for residents where they can
book for home services online such as water delivery, laundry, interior design,
and more. For potential clients, RLC Residences also has its virtual gallery of
its model units that clients may access anytime, anywhere.

In terms of home offerings, RLC Residences also integrated home upgrades


in its new properties. These upgrades are the inclusion of work-from-home
provisions in all units, smart home features, pantry and storage areas inside
the unit, bike parking areas and allotment of more open spaces within the
development among others.

Currently, there are ninety (90) residential projects under its portfolio, of which
seventy-one (71) are completed while nineteen (19) are still under
construction.

Key details of the RLC Residences residential projects are set forth in the
table below:

Name Storeys Number of Units

Current projects
Amisa Private Residences Tower D ……………………….... 16 167
Aurora Escalades Tower ……………………………………… 21 800
Cirrus ……………………………………………………………. 40 1,371
Galleria Residences Cebu Tower 2 ………………………….. 22 352
Galleria Residences Cebu Tower 3 ………………………….. 22 299
Le Pont Residences……………………………………………. 52 506
Mantawi Residences……………………………………………. 39 469
Sierra Valley Gardens – Building 1 ………………………….. 16 383
Sierra Valley Gardens – Building 2 ………………………….. 16 383
Sierra Valley Gardens – Building 3 .…………………………. 20 440
Sierra Valley Gardens – Building 4 .…………………………. 20 438
SYNC S Tower …………………………….............................. 25 598
SYNC Y Tower …………………………………………………. 39 939
SYNC N Tower …………………………….............................. 35 455
The Sapphire Bloc East Tower ……..………………………… 44 665
The Sapphire Bloc South Tower ……..………………………. 44 665
Woodsville Crest Oak Building ……………………………….. 9 258
Woodsville Crest Pine Building ...…………………………….. 8 246
Woodsville Crest Olive Building ...…………………………….. 9 222

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Name Storeys Number of Units

Completed projects

Acacia Escalades - Building A ………………………………... 14 383


Acacia Escalades - Building B ………………………............. 16 414
(1)
Amisa Private Residences Tower A ...........................................14 131
Amisa Private Residences Tower B (1) ...........................................18 155
Amisa Private Residences Tower C (1) ............................................18 189
Axis Residences - Tower A ……………………………………. 45 873
Axis Residences - Tower B ……………………………………. 45 792
Azalea Place Cebu ..........................................................................25 408
Bloomfields Novaliches* ................................................................ 2 461
Centennial Place* ............................................................................ 2 50
Chimes Greenhills Residences ……...................................... 43 397
East of Galleria ................................................................................45 693
Escalades at 20th Avenue - Tower 1 ...............................................12 120
Escalades at 20th Avenue - Tower 2 ...............................................12 120
Escalades at 20th Avenue - Tower 3 ...............................................12 120
Escalades at 20th Avenue - Tower 4 ...............................................12 120
Escalades at 20th Avenue - Tower 5 ...............................................12 120
Escalades at 20th Avenue - Tower 6 ...............................................12 120
Escalades East Tower …………………………………………. 14 269
Escalades South Metro - Tower A ................................................... 9 176
Escalades South Metro - Tower B ................................................... 9 176
Fifth Avenue Place ................................................................ 38 611
Galleria Regency (1)1(2) ................................................................ 13 101
Galleria Residences Cebu Tower 1 …………………………... 22 270
Gateway Garden Heights ...............................................................32 549
Gateway Garden Ridge ………………………………………... 15 373
Gateway Regency ……………………………………………… 30 463
Gateway Regency Studios……………………………………... 28 836
McKinley Park Residences …………………………………..... 44 391
One Adriatico Place ................................................................ 37 572
One Gateway Place ……………………………………………. 28 413
Otis 888 Residences ................................................................ 3 195
Robinsons Place Residences 1 .......................................................38 436
Robinsons Place Residences 2 ......................................................38 340
Signa Designer Residences Tower 1 ..............................................29 306
Signa Designer Residences Tower 2 ..............................................28 351
Sonata Private Residences – Tower 1 (1) ................................ 29 270
(1)
Sonata Private Residences – Tower 2 ................................ 30 269
The Fort Residences ................................................................ 30 242
The Magnolia Residences Tower A ................................................39 378
The Magnolia Residences Tower B …………………………... 41 419

1
Part of a mixed-used development
2
Located in a 33-storey building, 20 floors of which are occupied by the Crowne Plaza Hotel

14
Name Storeys Number of Units
The Magnolia Residences Tower C ………………………….. 44 433
The Magnolia Residences Tower D ………………………….. 42 420
The Pearl Place - Tower A .............................................................39 653
The Pearl Place - Tower B .............................................................39 640
The Radiance Manila Bay North Tower ……………………… 35 538
The Radiance Manila Bay South Tower ……………………… 35 597
(1)………..
The Residences at The Westin Manila Sonata Place 50 344
The Sapphire Bloc North Tower .....................................................38 412
The Sapphire Bloc West Tower ......................................................38 416
The Trion Tower 1 ..........................................................................49 694
The Trion Tower 2 ……………………………………………… 50 725
The Trion Tower 3 ……………………………………………… 50 636
The Wellington Courtyard - Bldg A ................................................. 5 34
The Wellington Courtyard - Bldg B ................................................. 5 34
The Wellington Courtyard - Bldg C .................................................. 6 45
The Wellington Courtyard - Bldg D .................................................. 6 41
The Wellington Courtyard - Bldg E ................................................. 5 38
Three Adriatico Place ................................................................ 37 537
Two Adriatico Place ................................................................ 37 546
Vimana Verde Residences Building A ............................................. 6 20
Vimana Verde Residences Building B ............................................. 6 20
Vimana Verde Residences Building C ............................................. 6 45
Woodsville Residences* ……………………………………… 2 185
Woodsville Viverde Mansions - Bldg 1 ........................................... 9 72
Woodsville Viverde Mansions - Bldg 2 ........................................... 9 96
Woodsville Viverde Mansions - Bldg 3 ...........................................11 89
Woodsville Viverde Mansions - Bldg 4 ...........................................13 108
Woodsville Viverde Mansions - Bldg 5 ........................................... 9 72
Woodsville Viverde Mansions - Bldg 6 ........................................... 9 64
Woodsville Viverde Mansions - Bldg 8 ........................................... 9 72
*Townhouse development

RLC Residences’ projects are detailed as follows:

1. Acacia Escalades is a mid-rise residential development located at the


corner of Calle Industria and Amang Rodriguez, Brgy. Manggahan, Pasig
City. The project comprises two mid-rise buildings with commercial
component.

2. Adriatico Place is a three-tower high-rise residential development


attached to the Robinsons Place Manila mall.

3. Amisa Private Residences Towers A, B, C and D are the first 4 of 6 mid-


rise residential condominiums within a mixed-use resort development in
Mactan, Cebu. The property is the award winner of the Leisure
Development Category by International Property Awards / Asia Pacific
Property Awards in 2020. In 2021, FIABCI Philippines Property & Real

15
Estate recognized AmiSa Private Residences as the Gold Awardee for
High-Rise Building Category in the Visayas Region. In 2022, this project
received recognition during the 2022 Philippine Real Estate Awards as
Best Premium Condo of the Year (Visayas and Mindanao) and Best
Development/ Beachfront Development and People’s Choice Project of the
Year from DOT Property Awards.

4. Aurora Escalades Tower is a 21-storey residential development located


along Aurora Blvd., Cubao, QC and is the last building of the Escalades-
Cubao complex.

5. Axis Residences is a high-rise residential development located in Pioneer


St., Mandaluyong City. The project is a joint venture project between
Federal Land Inc. and Robinsons Land Corporation. It boasts of compact
units that primarily caters to the housing needs of young urban
professionals, investors and start up families.

6. Azalea Place Cebu is a 25-storey development located along Gorordo


Avenue, Cebu City.

7. Bloomfields Novaliches is a horizontal residential development situated


behind the Robinsons Place Novaliches mall.

8. Centennial Place - This is a half-hectare townhouse development located


in Bgy. Horseshoe, C. Benitez Street, Quezon City. It consists of fifty (50)
townhouses, with lots ranging from 65 to 70 square meters.

9. Chimes Greenhills is a 43-storey development that incorporates a hotel


component and 24 floors of residential units, located at Annapolis St.,
Greenhills, San Juan. Recipient of the FIABCI Philippines Property and
Real Estate Awards Silver Award for Outstanding Developer in the
Residential High-Rise Category for 2019.

10. Cirrus - First residential development in the premier township


development, Bridgetowne East, located at Rosario, Pasig City.
Recognized by DOT Property Awards as the Best High Rise Development
for 2019.

11. East of Galleria is a one-tower development located along Topaz Street,


Ortigas Center. It is conveniently located near RLC’s Robinsons Galleria
mixed-use complex.

12. Escalades at 20th Avenue - A mid-rise residential building complex


featuring a tropical-inspired central garden, strategically located along 20th
Avenue and nearby Aurora Boulevard. A total of 720 units, 120 per
building; Building 1 consists of twelve (12) storeys composed of ten (10)
residential floors, ground amenity floor and basement parking. While
Building 2 to 6 are composed of ten (10) residential floors and a ground
parking area.

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13. Escalades East Tower is a 14-storey residential development with 11
residential floors located along 20th Ave., Cubao, QC and is part of the
Escalades-Cubao complex.

14. Escalades South Metro is composed of two (2) mid-rise residential


buildings located in Sucat, Muntinlupa with generous open spaces
allocated to amenities and facilities. Project amenities include a central
clubhouse, swimming pool, and adequate play spaces for the kids.

15. Fifth Avenue Place is a 38-storey development in Bonifacio Global City.


Composed of 611 units, it is the first completed project of RLC in the area.

16. Galleria Regency is part of the Galleria mixed-use development which


includes the Robinsons Galleria mall, two office buildings (Galleria
Corporate Center and Robinsons - Equitable Tower) and two hotels (the
Crowne Plaza Manila Galleria and the Holiday Inn Manila Galleria).

17. Galleria Residences Cebu is the three-tower residential component of the


Robinsons Galleria Cebu Complex which consists of a full-service mall,
hotel, and office building. It is located along Maxilom Avenue, Cebu City.
Highly commended by PropertyGuru Philippine Property Awards as the
Best High-Rise Condo Development in Cebu for 2019 and Best High-End
Condo Development (Metro Cebu) in 2021.

18. Gateway Garden Ridge is part of the Pioneer mixed-use development in


Mandaluyong which includes Robinsons Forum mall, four office buildings,
Go Hotels Mandaluyong and several other residential buildings.

19. Gateway Regency Studios is the last residential tower at the EDSA-
Pioneer mixed-use development offering studio units to urban
professionals.

20. Le Pont Residences 1 is one of the two-tower flagship developments in


Bridgetowne East, Pasig City. In 2023, the property was awarded People’s
Choice Project of the Year and Best Luxury Development by DOT Property
Philippines Awards and was also recognized by DOT Property Southeast
Asia Awards as Project of the Year and Best Luxury Condominium
Development. It also received Gold Award for Excellence in Launch
Marketing from Marketing Excellence Awards Philippines 2023.

21. Mantawi Residences is a flagship development located in Mandaue City,


Cebu. The project is designed to have two phases consisting of four (4) 39-
storey towers. The property received numerous awards in 2023 which
includes Best High-End Lifestyle Condominium from DOT Property
Philippines Awards, Best Premium Condo – Visayas and Mindanao from
The Outlook 2023: Philippine Real Estate Awards, Best High-End Lifestyle
Condominium from DOT Property Southeast Asia Awards, Silver Award for
Excellence in Influencer / KOL Marketing and Bronze Award for Excellence
in Event Marketing from Marketing Excellence Awards Philippines.

17
22. McKinley Park Residences is a 44-storey development in Fort Bonifacio
Global City. It is composed of 400 units.

23. One Gateway Place, Gateway Garden Heights and Gateway Regency
are part of the Pioneer mixed-use development located on the corner of
EDSA and Pioneer Street, which includes Gateway Garden Ridge,
Gateway Regency Studios, the Robinsons Forum mall, four office buildings
(Robinsons Cybergate Center Tower 1, Robinsons Cybergate Center
Tower 2, Robinsons Cybergate Center Tower 3 and Robinsons Cybergate
Plaza) and Go Hotels Mandaluyong.

24. Otis 888 Residences is part of the mixed-use development in Paco,


Manila, which includes Robinsons Otis mall and Go Hotels Otis.

25. Robinsons Place Residences is a two-tower high-rise condominium part


of the Ermita mixed-use development, which includes the Robinsons Place
Manila mall.

26. Sierra Valley Garden - Buildings 1, 2, 3 & 4 are residential mixed-used


development located at the boundary of Cainta & Taytay, Rizal. The
property received the Highly Commended distinction from PropertyGuru
Asia Property Awards (Philippines) under the Best Mid-End Condo
Development (Metro Manila category) in 2020, and again grabbing the
highest award as Best Condo Development in Luzon in 2023 while DOT
Property Awards recognized it as the Best Mid-Rise Condo Development
in 2021, also receiving the Best Smart Urban Community Award in 2023. In
2022, this project was recognized by DOT Property Southeast Asia Awards
as the Best Sustainable Residential Development and Highly Commended
as Best Smart Development during the 2022 Philippine Real Estate
Awards.

27. Signa Designer Residences is a two-tower high-rise joint venture project


between Robinsons Land Corporation and Security Land Corporation in
Makati CBD. Recognized in 2013 by the International Property Awards for
Asia Pacific as the Best Residential Condominium in the Philippines.

28. Sonata Private Residences is a two-tower high-rise development that is


part of a Sonata Place mixed-use community in Ortigas Center that has
been masterplanned to consist of three residential condominiums, and one
hotel. RLC was recognized by FIABCI as the Outstanding Developer in the
Philippines for this Residential-Vertical project in 2016.

29. SYNC S, Y and N Towers are part of a four (4) tower residential
development that features a lifestyle retail wing and is located along C5
Bagong Ilog, Pasig. It is recognized by DOT Property Awards as the Best
Value for Money Development in 2019 and is the recipient of the Highly
Commended award under the Best Condo Architectural Design category
by PropertyGuru Asia Property Awards (Philippines). In 2023, the property
was awarded Best Smart Home Condominium by DOT Property
Philippines Awards, Best Integrated Work-From-Home Development by

18
PropertyGuru Philippines Property Awards and garnered Silver Award for
Excellence in Integrated Marketing from Marketing Excellence Awards
Philippines.

30. The Fort Residences is a 30-storey development in Fort Bonifacio Global


City. It is composed of 242 units—flat and loft type.

31. The Magnolia Residences is a four-tower residential component of the


mixed-use development on what was the former Magnolia Ice Cream Plant
in New Manila, Quezon City. It has been masterplanned to include
Robinsons Magnolia mall and Summit Hotel. Recognized in 2013 by the
International Property Awards for Asia Pacific as the Best Mixed-Use
Development in the Philippines. Adjudged by International Property
Awards as the Best Residential High-Rise Development – 2019-2020 and
PropertyGuru Philippine Property Awards for 2019 Best Interior Design
Award for Mid-End Condo Category. In 2021, the development is hailed
winner in the Best Mega Mixed-Use Architectural Design category by
PropertyGuru Asia Property Awards (Philippines) and later on recognized
as the Country Winner under the Best Mixed-Use Architectural Design of
PropertyGuru Asia Property Awards. The Magnolia Residences also
received the GOLD AWARD for High Rise Buildings Category-National
Capital Region from FIABCI Philippines Property & Real Estate Awards.

32. The Pearl Place is a two-tower high-rise residential development located


at the heart of Ortigas Center, Pasig City. Primarily intended for start-up
families, investors, retirees and young/urban professionals, The Pearl
Place boasts of affordable compact residential units in a modern setting.
The development contains amenities at the 6th floor (Towers A and B) and
40th floor (Tower A), and retail spaces at the ground floor.

33. The Radiance Manila Bay is the main component of the two-tower
residential development that features a lifestyle retail wing. It is located
along Roxas Boulevard in Pasay City. Recognized in 2016 Asia Pacific
Awards as the Best High-Rise Development in the Philippines.

34. The Residences at The Westin Manila Sonata Place (legal name
Sonata Premier) is the first Westin-branded Residences in Southeast Asia
and the final residential tower in the Sonata Place mixed-use community.
Recognized as the 2018-2019 Best Residential High-Rise Development
Philippines by the Asia Pacific Property Awards. Recipient of Highly
Commended award under Best High-End Condo Development (Metro
Manila) category in 2020 and 2023 PropertyGuru Asia Property Awards
(Philippines) and 2021 Highly Commended under Best Condo Interior
Design category of the same award-giving body. The development also
received the 2021 Best Luxury Condo Development distinction from DOT
Property Awards and Best Wellness-Focused Development of the Year
from The Philippine Real Estate Awards.

19
35. The Sapphire Bloc is a four-tower development that features a lifestyle
retail podium. It is located on a property bounded by Sapphire, Onyx and
Garnet Streets, at the Ortigas Center, conveniently near RLC’s Robinsons
Galleria mixed-use complex. This project was recognized in the 2015
Philippine Property Awards and 2016 Asia Pacific Awards, as the Best
Mid-Range Condo Development and Best Residential High-Rise
Development in the country, respectively. The project was recognized as
the Best Residential Interior Design during 2017 Philippine Property
Awards and 2017 Asian Property Award (Philippines). In 2021, the project
received the Highly Commended distinction from PropertyGuru Asia
Property Awards (Philippines) under the Best High-End Condo
Development (Metro Manila) category. In 2022, the project was also
recognized as the Best Design/ Condominium Architectural Design by the
DOT Property Awards.

36. The Trion Towers is a three-tower development in Bonifacio Global City.


In 2015, RLC was recognized by FIABCI as the Outstanding Developer in
the Philippines for this Residential-Vertical project.

37. The Wellington Courtyard - Country-style in design, this is another


vacation condominium in Tagaytay City within the one-hectare property of
OMICO Corporation. This project of residential Low-Rise Buildings (LRBs)
covers two Phases, Phase I (2 LRBs) and Phase II (3 LRBs), with 192
units.

38. Vimana Verde Residences is a three mid-rise building development


located in St. Martin Street, Valle Verde, Pasig City.

39. Woodsville Crest Oak, Pine and Olive Buildings are mid-rise residential
development situated within the Woodsville Complex in Merville,
Paranaque. The Oak, Pine, and Olive Buildings are part of the eight towers
of this project. In 2022, this project was recognized as Best Development/
Low Rise Condominium by DOT Property Awards and Best Smart
Development during the 2022 Philippine Real Estate Awards. In 2023, the
property once again received the award for Best Smart Home
Development from PropertyGuru Philippines Property Awards. It was also
given the highest distinction as Best Smart Home Development (Asia) from
PropertyGuru Asia Property Awards and winner in Apartment/
Condominium Development Category from Asia Pacific Property Awards.

40. Woodsville Residences is the townhouse development under the


Robinsons Residences portfolio. It is strategically located in Merville,
Paranaque.

41. Woodsville Viverde Mansions is within a mixed-use development located


in Paranaque. It includes a village mall and a cluster of residential mid-rise
buildings.

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With the ever-changing needs of the target market, RLC Residences will
continue to raise the game in the residential category with its upgraded home
offerings, digital transformation, intensified campaigns, and innovative
initiatives catering to the evolving needs of its clients.

2) ROBINSONS HOMES

Robinsons Homes is one of the residential brands of RLC. It offers lots and
house and lot packages in master planned, gated subdivisions to satisfy every
Filipino’s dream of owning his own home.

As of December 31, 2023, Robinsons Homes has forty (40) projects in its
portfolio. Eleven (11) of these projects are on-going construction. Key details
of RLC’s projects in Robinsons Homes as of calendar year 2023 are set forth
in the table below:

Approximate Gross Number of


Name Location Started (1)
Land Area (2) Lots/Units

Robinsons Homes East ................................


Antipolo City August 1995 41.0 3,735
Robinsons Vineyard ................................
Cavite May 1996 71.8 2,899
South Square Village ................................
Cavite August 1998 26.7 3,896
San Lorenzo Homes ................................
Antipolo City September 1999 2.8 372
Robinsons Highlands ................................
Davao City May 1999 46.0 811
Grosvenor Place ................................
Cavite July 2000 13.9 999
Robinsons Hillsborough Pointe´ ................................
Cagayan De Oro City November 2002 20.0 318
Forest Parkhomes ................................
Angeles City August 2004 8.9 319
San Jose Estates ................................
Antipolo City May 2005 1.8 80
Robinsons Residenza Milano ................................
Batangas City August 2005 7.3 357
Fernwood Parkhomes ................................
Pampanga November 2005 14.5 654
Rosewood Parkhomes ................................
Angeles City November 2005 3.0 117
Bloomfields Tagaytay ..................... Tagaytay City November 2005 4.2 104
Richmond Hills ................................Cagayan De Oro City May 2005 8.3 282
Bloomfields Davao ......................... Davao City June 2006 10.5 316
Mirada Dos ................................................................
Pampanga September 2006 4.5 181
Brighton Parkplace ................................
Laoag City December 2006 5.0 172
Brighton Parkplace North ................................
Laoag City April 2007 3.8 90
Montclair Highlands ................................
Davao City July 2007 15.3 365
Aspen Heights ................................Consolacion, Cebu July 2007 25.0 583
Blue Coast Residences.................. Cebu N November 2007 3.2 79
Fresno Parkview ................................
Cagayan de Oro City February 2008 15.0 501
St. Bernice Estates ................................
Antipolo City March 2008 3.4 212
Hanalei Heights ................................
Laoag City March 2011 22.2 558
Forest Parkhomes North ................................
Angeles City March 2011 7.0 276
Grand Tierra ................................................................
Tarlac May 2011 18.3 572
St. Judith Hills................................................................
Antipolo City June 2012 9.6 390

1
The Company considers a project “started” when it has obtained permits necessary that allow it to pre-sell lots.
2
“Gross Land Area” means the total area of land in hectares acquired by the Company

21
Approximate Gross Number of
Name Location Started (1)
Land Area (2) Lots/Units

Bloomfields Heights Lipa ................................


Lipa, Batangas July 2012 12.4 340
Nizanta at Ciudades ................................
Davao City March 2013 12.9 477
Bloomfields Cagayan De Oro..........Cagayan De Oro City March 2013 6.5 144
Brighton Baliwag............................. Baliwag, Bulacan April 2014 15.7 524
Bloomfields General Santos………. General Santos City May 2014 33.0 755
Brighton Bacolod…………………… Negros Island February 2016 22.4 735
Brighton Puerto Princesa………….. Palawan August 2016 13.1 377
Springdale I at Pueblo Angono…… Angono, Rizal November 2016 3.8 197
Brighton at Pueblo Angono…….… Angono, Rizal August 2017 4.6 140
Terrazo at Robinsons Vineyard… Dasmarinas, Cavite July 2017 13.4 552
Springdale II at Pueblo Angono… Angono, Rizal June 2018 4.9 271
Forbes Estates Lipa……………….. Lipa, Batangas December 2020 21.0 221
Springdale Baliwag………………… Baliwag, Bulacan November 2022 10.9 852

The Robinsons Homes portfolio of projects are described as follows:

1. Robinsons Homes East. A 41-hectare community development located in


Brgy. San Jose, Antipolo City, Rizal. The development consists of three
enclaves: a.) Robinsons Homes East, a project with about 3,000 mixed
houseand-lot packages; b.) San Jose Heights, a subdivision of more than
200 townhouse units and option for lot-only purchase; and finally, c.)
Robinsons Commercial Arcade, featuring fourteen (14) shop house units at
190sqm/unit and eight commercial lots with a minimum size of 216
sqm/unit.
2. Robinsons Vineyard. A 71.8-hectare joint-venture project with Vine
Development Corporation located in Dasmariñas, Cavite. It consists of
about 2,900 residential lots with an average lot size of approximately 120
square meters each. In addition to the mid-cost residential lots offered in
Robinsons Vineyard, Robinsons Homes also offers house and lot
packages to prospective clients.

3. Southsquare Village. This is a 26.7-hectare socialized housing project


located in General Trias, Cavite. On the average, each housing unit has a
floor area of 20 square meters lying on a minimum 32 square meter lot.
The project has almost 4,000 residential units. Southsquare Plaza, a
commercial development within the subdivision, offers lots only, with
minimum lot area of 100 square meters.

4. San Lorenzo Homes. This is a 2.8-hectare expansion project of


Robinsons Home East. It is a 372-unit neighborhood of 2-storey houses,
each with a floor area of 48 square meters, built on lots with a minimum
size of 40 square meters. This project has been fully completed.
5. Robinsons Highlands. This is a 46.0-hectare, middle-cost residential
development located in Buhangin, Davao City, and a joint venture with
Lopzcom Realty Corporation. This project consists of three enclaves,

22
namely Robinsons Highlands, Highland Crest, and Highlands Peak. This
subdivision features over 800 residential lots with an average lot size of
180 square meters.

6. Grosvenor Place. This is a 13.9-hectare residential/commercial


development project located in Tanza, Cavite. This development offers
999 lots with an average lot cut of 120 square meters.

7. Robinsons Hillsborough Pointé. This subdivision is a 20-hectare joint


venture with Pueblo de Oro Development Corporation. The project is
situated within the 360-hectare Pueblo de Oro Township project in
Cagayan de Oro City. RLC’s share in the joint venture is 318 lots in four
phases, which have been fully completed. The lots have an average size
of 150 square meters.

8. Forest Parkhomes. An 8.9-hectare mid-cost residential subdivision in Bgy.


Pampang, Angeles City, Pampanga, Forest Parkhomes is RLC’s first
housing development in the North. The project is a joint venture with Don
Pepe Henson Enterprises, Inc. It offers 319 units with a minimum lot size of
150 square meters.

9. San Jose Estates. This is a 2-hectare residential enclave in front of


Robinsons Homes East in Antipolo City; the project consists of 80 units.
Minimum cuts for residential lots are 120 square meters per unit.

10. Robinsons Residenza Milano. Set in the rustic village of San Isidro,
Batangas City, this 7.3-hectare Italian-inspired residential subdivision
primarily caters to OFWs in Italy. Robinsons Homes’ first venture in
Batangas offers 357 households with a minimum lot cut of 100 square
meters per unit.

11. Fernwood Parkhomes. This 14.5-hectare residential subdivision in the


town of Mabalacat, Pampanga is strategically located right next to Sta.
Ines exit of the NLEX. It is developed in partnership with Mayen
Development Corp. and Mayen Paper Inc., this Mediterranean-inspired
residential community features 654 households, each with a minimum lot
cut of 120 square meters. A commercial development located along its
frontage is also offered.

12. Rosewood Parkhomes. Located along Fil-Am Friendship Highway in


Brgy. Cutcut, Angeles City, this 3-hectare contemporary American-inspired
joint venture project with Ms. Rosalie Henson-Naguiat offers exclusivity to
116 choice residential lots. The subdivision primarily offers lots-only, with
option for housing, with an average-per-unit lot cut of 150 square meters
for residential and 195 square meters for commercial.

13. Bloomfields Tagaytay. Located in the heart of Tagaytay City, this serene
contemporary American-inspired enclave features 104 prime residential
lots with minimum lot cuts of 240 square meters. This 4.2-hectare haven

23
has ready access to the adjacent commercial center, hotel and sports
facilities in addition to its own leisure amenities.

14. Richmond Hills. Located within an 8.3-hectare property of Dongallo


Family, this mid-cost subdivision in Brgy. Camaman-an, Cagayan De Oro
City, offers both a scenic view of the city skyline and a serene living
experience complemented by a picturesque view. Offering a total of 282
lots with option for housing and with an average lot cut of 150 square
meters.

15. Bloomfields Davao. This exclusive 10.5-hectare residential subdivision in


Lanang, Davao City fronts the prestigious Lanang Golf Course and
Country Club and is just 15 minutes away from downtown and Davao
International Airport. Charmed with the American contemporary theme,
this upscale residential development has 316 residential lots that is
enveloped with fresh breeze from the mountains and sea.

16. Mirada Dos. This Spanish-themed clustered parkhomes in Northern Luzon


is situated within the 4.5-hectare property of the Miranda Family. Nestled
along MacArthur Highway, Brgy. Sindalan, San Fernando, Pampanga, this
mid-cost residential/commercial subdivision offers 181 lots with sizes
ranging from 150 to 230 square meters.

17. Forest Parkhomes North. This is an exclusive 7-hectare residential


community located at Brgy. Pampang, Angeles City, Pampanga. This is a
mid-cost residential subdivision with approximately 276 lots at an average
lot cut of 150 square meters.

18. Hanalei Heights. A 22.2-hectare prime residential enclave located just a


few kilometers away from the Laoag International Airport and the famous
Fort Ilocandia Hotel Complex, Hanalei Heights offers 558 lots at an
average lot cut of 120 square meters. This project is located at Brgy.
Balacad, Laoag City, Ilocos Norte.

19. Brighton Parkplace. A 5.0-hectare mid-cost residential development is


located at Brgy. Araniw, Laoag City, Ilocos Norte. Offering over 170
residential lots with predominant lot cuts ranging from 150 to 200 square
meters, Brighton Parkplace also offers easy access to the Laoag
International Airport and Robinsons Place Ilocos.

20. Brighton Parkplace North. This development is a 3.8-hectare residential


development located at Brgy. Cavit, Laoag City, Ilocos Norte. This
subdivision offers 90 residential lots with lot sizes that range from 195 to
445 square meters.

21. Montclair Highlands. A 15.3-hectare residential development offers 365-


unit mid-cost residential cum commercial development is located along the
Diversion Road in Buhangin, Davao City. Lot cuts range from 192 to 440
square meters.

24
22. Aspen Heights. A 25.0-hectare mid-cost residential development, located
in Brgy. Tolo-tolo and Brgy. Danglag, Consolacion, Cebu, offers 583 units
with predominant lot cut of 120 square meters.

23. Blue Coast Residences. This 3.2-hectare nature-endowed residential


resort community is located in the Mactan Island of Cebu. With 79 units at
lot cuts ranging from 96 to 400 square meters, the project is also
conveniently located less than 5 minutes away from the Mactan
International Airport and offers a picturesque sea view right from your own
home.

24. Fresno Parkview. A 15.0-hectare mid-cost development is located in


Brgy. Lumbia, Cagayan de Oro. It offers 501 residential units with
predominant lot cut of 150 square meters amidst its rolling terrain and
impressive view.

25. St. Bernice Estates. This is an expansion of San Jose Estates, this
3.4-hectare residential project along the Antipolo-Teresa Highway in Bgy.
San Jose, Antipolo City, offers 212 residential units with options for lot-only
and house-and-lot packages.

26. Nizanta at Ciudades. This 12.9-hectare property is a tropical Asian-


inspired development located in Brgy. Mandug, Davao City. Prospective
buyers may choose from 477 residential lots with lot cuts that range from
150 to 220 square meters.

27. Grand Tierra. This 18.3-hectare residential development is a Western-


inspired community located in Capas, Tarlac. This offers 572 lots with
predominant lot cut of 140 square meters.

28. Bloomfields Heights Lipa. A 12.4-hectare premium residential


development located in Brgy. Tibig, Lipa City, Batangas. This
masterplanned community showcases a modern tropical theme and offers
340 residential units. With a typical lot area of 192 square meters, this
subdivision is also complemented by wide-open spaces and exclusive
lifestyle amenities.

29. St. Judith Hills. A 9.6-hectare mid-cost development located in Brgy. San
Jose, Antipolo City. It is mediterranean-inspired with 279 residential lots
with predominant lot cuts of 150 square meters for lots only and
111 townhouse units with a lot size of 75 square meters.

30. Bloomfields General Santos. A 33-hectare residential development


located in Brgy. Labangal, General Santos City. This tropical oasis in the
heart of the city offers 755 residential and commercial lots with lot cuts
ranging from approximately 200 to 600 square meters.

31. Bloomfields Cagayan De Oro. Enjoy relaxed tropical living at this


6.5-hectare haven where lush greenery over rolling terrain. Overlooking the
majestic Cagayan De Oro skyline, this prime residential development

25
features 144 lots with lot cuts averaging 250 square meters in size.

32. Brighton Baliwag. A 15.7-hectare residential development located in


Brgy. Sta. Barbara, Baliwag, Bulacan. This Mediterranean themed
subdivision offers 524 residential lots with a predominant lot cut of
180 square meters.

33. Brighton Bacolod. This 22.4-hectare subdivision in Brgy. Estefania


Bacolod City is the first foray of Robinsons Homes in Negros Islands. The
mediterranean-themed development has 735 residential lots with a
predominant lot cut of 180 square meters.

34. Brighton Puerto Princesa. This mediterranean-themed subdivision offers


377 residential lots in a 13.1-hectare development catered to locals and
tourists. Average lot area is 180 square meters which is complemented by
amenities such as clubhouse, multi-purpose court and swimming pool.

35. Springdale I at Pueblo Angono. An affordable modern-contemporary


residential development spanning 3.8 hectares of land. This subdivision
offers 197 units with a predominant area of 100 square meters.

36. Springdale II at Pueblo Angono. An affordable modern-contemporary


residential development spanning 4.9 hectares of land. This subdivision
offers 271 units with a predominant area of 100 square meters.

37. Brighton at Pueblo Angono. An Asian-Tropical themed subdivision of


140 residential lots ideal for clients with a growing family. This
development has a predominant lot cut of 180 square meters and is
completed by amenities fit for families looking for a brighter future ahead.

38. Terrazo at Robinsons Vineyard. This 13.4-hectare contemporary-


themed expansion of Robinsons Vineyard offers 552 residential lots
catered to middle-class families who want to reside in Dasmariñas, Cavite.

39. Forbes Estates Lipa. The flagship development under the premier Forbes
Estates brand. This 21-hectare luxury residential development of 221 lots is
complimented by a 1-hectare Forbes Club amenity, a Forbes Park, and a
community lifestyle center.

40. Springdale Baliwag. A 10.9-hectare affordable modern contemporary


residential development in Baliwag, Bulacan. This subdivision offers 852
units, all house and lot packages.

Some of these developments include lots zoned for commercial use. For
projects undertaken through joint venture arrangements, these commercial
lots are allocated equitably between RLC and its joint venture partners.

The Company focuses in increasing the value of its exclusive subdivisions as


well as expanding its housing portfolio.

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iii. Robinsons Offices

Robinsons Offices develops office buildings for lease. It accounted for


P
= 7.36 billion or 18% of RLC’s revenues and P = 6.38 billion or 28% of RLC’s
EBITDA in calendar year 2023, and P = 7.06 billion or 16% of RLC’s revenues
and P= 6.20 billion or 32% of RLC’s EBITDA in calendar year 2022. As of
December 31, 2023 and 2022, Robinsons Offices had assets valued on a
historical cost less depreciation basis at P
= 38.06 billion and P = 35.80 billion,
respectively.

Robinsons Offices is redefining workspaces by building the next generation of


sustainable, world-class office buildings that contribute to nation-building. It
offers innovative and efficient business spaces, making it the preferred
address of Business Process Outsourcing (BPO) firms and multinational
companies. Robinsons Offices continuously improves its developments and
leverages on enhancements in building designs, office layouts, sustainable
features, services and amenities, making Robinsons Offices one of the leading
providers of office spaces in the Philippines.

In its pursuit to attract new clients and encourage continuous expansion of


existing tenants, Robinsons Offices launched three (3) innovations/services
that further enhanced customer experience.

In June 2023, Robinsons Offices in collaboration with Global Electric


Transport (GET) further boosted accessibility to Bridgetowne, RLC’s premier
Destination Estate with four (4) exisiting office buildings, by introducing an
electric transport service from and to Robinsons Galleria. As ridership
increases, routes can easily expand to more stops between different RLC
developments. The City Optimized Managed Electric Transport or “COMET”,
is a green-initiative that offers an enjoyable, safe and eco-friendly way to
travel. By taking the COMET shuttle, passengers are contributing to the
reduction of air pollution from harmful CO2 emissions, thus helping combat
global warming.

Shortly after, in July 2023, Robinsons Offices partnered with QUBE Smart
Technology Corporation, to usher in the future of security, efficiency and
convenience of its office tenants. The collaboration has deployed digital smart
locker systems in office common areas that provide enhanced personal
storage for customers’ belongings and documents, hassle-free parcel
reception to reduce workplace interruptions or missed deliveries, efficient and
safe food delivery solutions to prevent food theft, as well as digital advertising
platforms for office and retail tenants. With this initiative, the service gaps
between food or parcel deliveries, customers and building management can
be bridged in the most convenient and safe manner.

By October 2023, Robinsons Offices, along with FarmTop, committed to take


urban agricultre to new heights through the development of its first “sky farm”
on the roof-deck of Cyberscape Alpha in Ortigas Center. The initiative is the
groups’ share to help the country achieve food security while addressing

27
environmental challenges. The project envisions the setup of strategically
located sky farms atop office buildings around the country, where crops are
cultivated through hydroponics or soilless farming in a controlled environment.
The method, which also does away with conventional pesticides, is also
described as “post-organic” as it reduces the risk of attacks from soil-based
pests and weeds. The joint initiative promotes technologically enhanced but
sustainable agriculture.

In its continous effort to practice and promote sustainability, Robinsons Offices


has built green certified office buildings. A number of projects are Leadership
in Energy and Environmental Design (LEED) certified. The US Green Building
Council registered LEED buildings are: Tera Tower (Gold), Exxa Tower
(Silver), Zeta Tower (Silver) and Giga Tower (Gold), while five (5) existing
buildings have been EDGE or Excellence in Design For Greater Efficiencies
certified: Cyberscape Gamma, Cyberscape Beta, Cybergate Galleria Cebu,
Cyber Omega, Cyberscape Alpha and Cybergate Sigma, all of which are
constantly striving to minimize their environmental impact and have identified
the most cost-effective strategies to reduce energy use, water use and
embodied energy in materials. Robinsons Offices will continue to pursue
green building certifications by applying and registering its buildings with
LEED and/or EDGE.

In 2024, Robinsons Offices is introducing a new generation of technologically-


equipped, visually dynamic, and environment-friendly workspaces with the
much-awaited completion of GBF Center 1 in RLC’s Bridgetowne Destination
Estate — an iconic landmark in the making that will set a new standard for
sustainable office developments and redefine the city skyline.

Robinsons Offices is committed to continue growing its portfolio with buildings


that are equipped to support uninterrupted business operations, are
accessible to major transportation modes and hubs, and are strategically
situated in close proximity to lifestyle centers, residential developments,
hotels, and other urban amenities. Driven by its promise in elevating the
customer experience, Robinsons Offices is well-positioned for continued
growth and success in the years to come.

Meanwhile, the Company continues to strengthen its portfolio of flexible


workspace business with its own brand called ‘work.able’. work.able offers
plug and play, and build-to-suit workspaces to clients who are looking for
flexible office solutions such as private offices, venues for meetings and
events and co-working spaces. As of December 31, 2023, the Company has
nine (9) work.able centers located in Ortigas CBD in Pasig City, Quezon City
and Taguig City. The Company closed and completed one (1) build-to-suit
transaction in 2023 located in Cyber Omega Tower in Ortigas. By early next
year, the Company aims to launch a speculative center located in Robinsons
Summit Center in Makati City. This is a testament to the strong demand for
flexible offices and that work.able centers are carefully designed and backed
by research to ensure consumer centric features that would cater to a
delightful experience from its customers.

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The table below sets out certain key details of RLC's office portfolio as of
December 31, 2023:

Size &
Name Location Designation

Galleria Corporate Center................................


Along EDSA corner Ortigas Avenue, Quezon City 30 storeys
Robinsons Equitable Tower ................................
Corner of ADB and Poveda Streets, Pasig City 45 storeys
Robinsons Summit Center ................................
Ayala Avenue, Makati City 37 storeys
Robinsons Cybergate Center Tower 1 ..................
Pioneer Street, Mandaluyong City 18 storeys
Robinsons Cybergate Center Tower 2 ..................
Pioneer Street, Mandaluyong City 27 storeys
Robinsons Cybergate Center Tower 3 ..................
Pioneer Street, Mandaluyong City 27 storeys
Robinsons Cybergate Plaza ................................
EDSA, Mandaluyong City 12 storeys
Robinsons Cybergate Cebu ...............................
Fuente Osmena, Bo. Capitol, Cebu City 3 storeys
Cyberscape Alpha…................................... Sapphire and Garnet Roads, Pasig City 26 storeys
Cyberscape Beta........................................ Ruby and Topaz Roads, Pasig City 37 storeys
Tera Tower…………………………………… Bridgetowne, C5 Road, Quezon City 20 storeys
Robinsons Galleria Cebu Office…………… Gen. Maxilom Avenue, Cebu City 4 storeys
Robinsons Place Ilocos Office……………... San Nicolas, Ilocos Norte 4 storeys
Cyber Sigma………………….……………... Fort Bonifacio, Taguig City 21 storeys
Robinsons Luisita Office………………….... Luisita, Tarlac City 3 storeys
Cybergate Delta.…………….…………….... JP. Laurel Ave., Davao City 5 storeys
Cybergate Naga.…………………………..... Roxas Ave., Naga City 4 storeys
Cyberscape Gamma………………………... Ruby and Topaz Roads, Pasig City 37 storeys
Exxa Tower…………………………………... Bridgetowne, C5 Road, Quezon City 20 storeys
Zeta Tower…………………………………… Bridgetowne, C5 Road, Quezon City 20 storeys
Cybergate Magnolia………………………… Robinsons Magnolia Town Center, Quezon City 6 storeys
Robinsons Luisita Office 2…………………. Luisita, Tarlac City 2 storeys
Giga Tower…………………………………... Bridgetowne, C5 Road, Quezon City 28 storeys
Robinsons Luisita Office 3…………………. Luisita, Tarlac City 3 storeys
Cybergate Delta 2…………………………... JP Laurel Ave., Davao City 7 storeys
Bridgetowne East Campus 1………………. Bridgetowne, C5 Road, Quezon City 3 storeys
Cyber Omega………………………………... Pearl Drive, Ortigas Center, Pasig City 29 storeys
Cybergate Iloilo 1……………………………. Brgy. Ungka, Pavia, Iloilo City 7 storeys
Gen. Maxilom Ave. Corner Sergio Osmena Blvd,
Cybergate Galleria Cebu…………………… Cebu City 13 storeys
Cybergate Bacolod 2……………………….. Lacson Ave, Brgy Banago, Bacolod City 9 storeys
Cybergate Iloilo 2……………………………. Brgy Ungka II, Pavia 10 storeys

The Company’s completed office buildings are described as follows:

1. Galleria Corporate Center. This is a 30-storey office tower located along


EDSA corner Ortigas Avenue in Quezon City which is directly connected to
the Robinsons Galleria shopping mall. The office tower has an
approximate net floor area (comprising only leasable space) of 25,000
square meters. As of December 31, 2023, approximately 85% of the
Galleria Corporate Center had been sold while the remaining areas, which
are owned by RLC, had a 60% occupancy rate as of December 31, 2023.

29
2. Robinsons Equitable Tower. This is a 45-storey office tower located at
the corner of ADB Avenue and Poveda Street in Pasig City. The office
tower has an approximate net floor area (comprising only leasable space)
of 52,000 square meters. As of December 31, 2023, RLC had sold
approximately 70% of the net floor area within Robinsons-Equitable Tower
and retains the rest for lease. RLC-owned units within Robinsons-Equitable
Tower had a 94% occupancy rate as of December 31, 2023.
3. Robinsons Summit Center. This is a 37-storey office tower located along
Ayala Avenue in the Makati central business district. The office tower has
an approximate net floor area (comprising only leasable space) of 31,000
square meters. RLC owns and is currently leasing out substantially all of
the net floor area of this building. RLC-owned units within Robinsons
Summit Center had a 87% occupancy rate as of December 31, 2023.
4. Robinsons Cybergate Center Tower 1. This is an 18-storey office
building complex located at Pioneer St., Mandaluyong. The office building
has an an approximate gross leasable area of 27,000 square meters. RLC
owns 100% of the net floor area. Robinsons Cybergate Center Tower 1
had a 100% occupancy rate as of December 31, 2023.
5. Robinsons Cybergate Center Tower 2. This is a 27-storey office
building, located in the Pioneer mixed-use complex next to Robinsons
Cybergate Center Tower 1. The office building has an approximate gross
leasable area of 44,000 square meters. RLC owns 100% of the net floor
area. Robinsons Cybergate Center Tower 2 had a 95% occupancy rate as
of December 31, 2023.
6. Robinsons Cybergate Center Tower 3. This is a 27-storey office
buildings, located in the Pioneer mixed-use complex. The office building
has an approximate gross leasable area of 44,000 square meters. RLC
owns 100% of the net floor area. Robinsons Cybergate Center Tower 3
had a 81% occupancy rate as of December 31, 2023.

7. Robinsons Cybergate Plaza. This is a 12-storey building, located within


the Pioneer mixed-use complex, along EDSA. The building has 2 hotel
floors with an approximate area of 7,000 square meters and small-cut retail
spaces at the ground floor. The office floors are located at the 2nd, 7th to
12th floors with an approximate gross leasable area of 25,000 square
meters. RLC owns 100% of the net floor area. Robinsons Cybergate
Plaza had a 100% occupancy rate as of December 31, 2023.

8. Robinsons Cybergate Cebu. This is a mixed-use building with a mall and


office space located in Fuente Osmena Circle, Cebu City. The office
space comprise three floors located on top of the mall with an approximate
gross leasable area of 7,000 square meters. As of December 31, 2023,
the office floors had an occupancy rate of 67%.

9. Cyberscape Alpha. This is a 26-storey building, located along Sapphire


and Garnet Roads within the Ortigas CBD, only a stone’s throw away from
Robinsons Galleria. The building has 3 hotel floors with an approximate

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area of 6,000 square meters and small-cut retail spaces at the ground
floor. The office floors are located from the 5th to the 26th levels. The
building has a gross leasable area of approximately 49,900 square meters.
RLC owns 100% of the gross floor area. Cyberscape Alpha had a 100%
occupancy rate as of December 31, 2023.

10. Cyberscape Beta. This is a 37-storey building, located along Topaz and
Ruby Roads within the Ortigas CBD. Retail spaces are located at the
Ground and Mezzanine levels. The office floors are located from the 9th to
the 37th levels. The building has a gross leasable area of approximately
42,000 square meters. RLC owns 100% of the gross floor area.
Cyberscape Beta had a 91% occupancy rate as of December 31, 2023.

11. Tera Tower. This is a 20-storey building, located within the Bridgetowne
Complex in C-5 Road, Ugong Norte in Quezon City. The building has retail
support at the ground floor. The office spaces are located at the 6th to 20th
floors. The building has a gross leasable area of approximately 35,000
square meters. RLC owns 100% of the gross floor area. Tera Tower had a
100% occupancy rate as of December 31, 2023.

12. Robinsons Galleria Cebu Office. The office development is integrated


with the mall. It is located at General Maxilom Avenue, corner Sergio
Osmena Boulevard in Cebu City. It has a total gross leasable area of
approximately 8,800 square meters. The office has its own lobby and RLC
owns 100% of the gross floor area. Robinsons Galleria Cebu had a 100%
occupancy rate as of December 31, 2023.

13. Robinsons Place Ilocos Office. This office development is integrated


with the mall expansion. The office development has a gross leasable area
of 7,800 square meters and it is 100% owned by RLC. As of December 31,
2023, this is 40% occupied.

14. Cyber Sigma. This is a 21-storey office development located in Fort


Bonifacio, Taguig City. The office project has access to both Lawton
Avenue and Le Grand in Mckinley West. It has a leasable area of
approximately 50,000 sqm and was completed last December 2017. It had
an occupany rate of 100% as of December 31, 2023.

15. Robinsons Luisita Office. This build to suit development consists of a 3-


storey of dedicated office space to a BPO client. The space was commited
ahead and was custom built based on the requirement of our client. It has
a leasable area of 5,700 sqm and was completed last October 31, 2017.
As of December 31, 2023, it had a 100% occupancy rate.

16. Cybergate Delta. This is a 5-storey office project located within the PEZA
registered IT Park, Robinsons Cyberpark located in JP. Laurel Avenue in
Davao City. The development sits on more than a hectare property and
has it’s own commercial spaces at the ground floor to support its office
tenants’ food and dining requirements. It has a leasable area of

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approximately 11,900 sqm and was completed last December 2017. As of
December 31, 2023, it had an occupancy rate of 100%.

17. Cybergate Naga. This office development is located within the Robinsons
Place Naga complex in Roxas Ave, Naga City. It is a 4-storey office
development with a leasable area of approximately 6,000 sqm. As of
December 31, 2023 occupancy rate is at 100%.

18. Cyberscape Gamma. This is a 37-storey building, located along Topaz


and Ruby Roads within the Ortigas CBD. This is interconnected with
Cyberscape Beta via its Ground, Mezzanine and parking floors. The
building has a gross leasable area of approximately 44,700 square meters.
This was completed in December 2019 and it had a 98% occupancy rate
as of December 31,2023.

19. Exxa Tower. This 20-storey office building, located within the Bridgetowne
Complex in C-5 Road, Ugong Norte in Quezon City, is a twin tower of Zeta
Tower. They share common retail and parking podium floors. The building
including the 2 floors of retail spaces has a gross leasable area of
approximately 39,300 square meters. RLC owns 100% of the gross floor
area. As of December 31, 2023, it had an occupancy rate of 89%.

20. Zeta Tower. This is a 20-storey office building, located within the
Bridgetowne Complex in C-5 Road, Ugong Norte in Quezon City. The
building has a gross leasable area of approximately 35,300 square meters.
RLC owns 100% of the gross floor area. The building was completed on
December 31, 2023 and as of the same period, it had an occupancy rate of
100%.

21. Cybergate Magnolia. This is a 6-storey office development located on top


of the Robinsons Magnolia expansion in Quezon City. The building has a
gross leasable area of 10,500 sqm. RLC owns 100%. The building was
completed in October 2019. As of December 31, 2023, it had an
occupancy rate of 22%.

22. Robinsons Luisita Office 2. This build to suit development consists of a


2-storey of dedicated office space to a BPO client. The space was
commited ahead and was custom built based on the requirement of the
client. It has a leasable area of 5,000 sqm and was completed in
December 2019. As of December 31, 2023, it had a 100% occupancy rate.

23. Giga Tower. This is a 28-storey office building, located within the
Bridgetowne Complex in C-5 Road, Ugong Norte in Quezon City. The
building has a gross leasable area of approximately 51,500 square meters.
RLC owns 100% of the building. The building was completed in December
2019 and it had an occupancy rate of 100% as of December 31, 2023.

24. Robinsons Luisita Office 3. This build to suit development consists of 3-


storeys and is solely occupied by a BPO client. The space was pre-
commited and was custom-built based on the requirement of the client. It

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has a leasable area of 6,000 sqm and was completed in October 2020. As
of December 31, 2023, the building has an occupancy rate of 100%.

25. Cybergate Delta 2. This is a 7-storey office project located within


Robinsons Cyberpark along JP. Laurel Avenue in Davao City. This is a
PEZA registered IT Park. Furthermore, the development sits on a property
that is a little more than a hectare. The development has its own
commercial spaces to support its office tenants’ food and dining
requirements. It has a leasable area of approximately 15,400 sqm and was
completed in December 2020. As of December 31, 2023, it had an
occupancy rate of 100%.

26. Bridgetowne East Campus 1. This is a 3-story development within the


Bridgetowne Destination Estate in Quezon City. The building is fully leased
by the largest data agnostic center in the Philippines. As of December 31,
2023, it is 100% occupied.

27. Cyber Omega. This prime office development is located along Pearl Drive,
Ortigas Center in Pasig City. It is a 29-storey office development, with retail
spaces at the ground floor. The building is completed late this year with a
leasable area of 41,700 sqm and it is 50% occupied as of December 31,
2023.

28. Cybergate Iloilo Tower 1. This 7-storey office development was


completed within 4Q 2021. It is located within the Robinsons Place Pavia
complex with a leasable area of 12,700 sqm. As of December 31, 2023, it
has an occupancy of 95%.

29. Cybergate Galleria. This is a 13-storey office development located within


the Robinsons Galleria Cebu complex with a leasable area of 19,500 sqm.
As of December 31, 2023, it has an occupancy of 39%.

30. Cybergate Bacolod 2. This is 9-storey office development was completed


within the 4Q of 2022. This is located within the Robinsons Place Bacolod
complex along Lacson Ave in Bacolod City. It has a leasable area of
13,300 sqm.

31. Cybergate Iloilo 2. This is a 10-storey office building, located within the
Robinsons Place Pavia Complex in Iloilo City. The building has a leasable
area of approximately 19,600 square meters. As of December 31, 2023
62% of its spaces gave been leased.
As of calendar year 2023, the Company has two (2) office projects in the
planning and development stage and for completion next year.

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iv. Robinsons Hotels and Resorts

Robinsons Hotels and Resorts owns, develops, and operates hotels and
resorts within Metro Manila, and urbanized and targeted tourist destinations in
the Philippines. Its revenue and EBITDA contribution to RLC in calendar year
2023 was P = 4.56 billion or 11% and P = 1.12 billion or 5%, respectively. For the
previous calendar year 2022, revenue and EBITDA contribution to RLC was
P
= 2.33 billion or 5% and P = 0.28 billion or 2%, respectively. As of December 31,
2023 and 2022, the Robinsons Hotels and Resorts had assets valued on a
historical cost less depreciation basis at P = 23.45 billion and P= 21.11 billion,
respectively.

Robinsons Hotels and Resorts carries the following brand segments:

1. Luxury hotels and resorts – In 2019, RLC opened its first luxury resort with
Dusit Thani Mactan Cebu Resort. This resort is managed by Dusit Thani
International. RLC has engaged in a long-term hotel management
agreement with Dusit Thani International. The 272-room hotel and resort
sits at the northern tip of Punta Engano Peninsula and boasts of complete
MICE (meetings, incentives, conferences, events) facilities, guest activities
and services, dining services, and luxury room and bath amenities. In 2022,
RLC unveiled its first homegrown 5-star luxury hotel brand, Fili Urban
Resort Hotel (“Fili Hotel”), for the discerning luxury traveler. It brings
together the finest hotel offerings with modern Filipino elements, celebrating
Filipino craftmanship. In 2023, RLC opened The Westin Manila, a 303-room
luxury hotel focused on the wellness of the guests and sustainability. RLC
partnered with Marriott International for the opening of The Westin Manila
and with Starwoods Asia Pacific Hotels and Resorts Pte. Ltd for the hotel
management through a long-term management agreement.

2. Upscale deluxe hotels – RLC owns Crowne Plaza Manila Galleria (“Crowne
Plaza”) and Holiday Inn Manila Galleria (“Holiday Inn”). Crowne Plaza and
Holiday Inn are managed by Holiday Inn (Philippines), Inc., a subsidiary of
the InterContinental Hotels Group (“InterContinental”), pursuant to a long-
term hotel management agreement. Crowne Plaza and Holiday Inn offer
MICE facilities, guest activities and services, and dining services. In
October 2021, RLC inaugurated its first lifestyle and celebrations hotel
brand, Grand Summit Hotel, in General Santos City, South Cotabato. Grand
Summit Hotel Gensan is an upscale deluxe hotel brand, equipped with
MICE facilities and a wide array of amenities for recreation and events, as
well as its own all-day dining restaurant, Café Summit.

3. Mid-market city and resort hotels – RLC owns and manages the Summit
Hotels brand, RLC’s own contemporary hotel brand that caters to
contemporary business and leisure travelers. Summit Hotels are located in
Metro Manila and in other urbanized areas in the Philippines with some
equipped with MICE facilities, sports and pool amenities, and full-service
restaurants.

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4. Essential service value hotels – RLC owns and manages the Go Hotels and
Go Hotels Plus brands, which cater to smart and busy travelers. Go Hotels
offer comfortable yet affordable accommodations and an option to add on
services and amenities as they need them. Go Hotels Plus provides guests
an enhanced stay experience with a more modern concept design and
functional facilities. Go Hotels and Go Hotels Plus are present in Metro
Manila and in emerging urban locations around the Philippines. In 2022,
RHR launched the Go Hotels Plus - a fresh, friendly and youthful version of
the Go brand with additional amenities. This segment currently has 2
properties: Go Hotels Plus Naga and Go Hotels Plus Tuguegarao.

RHR owns and operates food and beverage outlets spanning across its
various hotel properties. RHR’s F&B wide range of offerings include fine
dining, premium restaurant concepts, and casual dining.

RLC has entered into an agreement with its franchisee, Roxaco-Asia


Hospitality Corporation, for four (4) Go Hotels present in Manila Airport Road,
Ermita Manila, Timog-Quezon City, and North EDSA-Quezon City. Combined,
the four Go Hotels account for 804 rooms.

The table below sets out certain key details of RLC's company-owned portfolio
of hotels and resorts as of December 31, 2023:

Name Number of
Location
Rooms

Fili Hotel……………………………. Cebu South Road Properties,


379
Mambaling, Cebu City

The Westin Manila………………… San Miguel Avenue, cor. Lourdes St.


303
Brgy. Wack wack, Mandaluyong City

Crowne Plaza Manila Galleria …. Ortigas Avenue, Cor ADB Avenue,


264
Quezon City

Holiday Inn Manila Galleria………. One ADB Avenue, Ortigas Center,


289
Pasig City
Dusit Thani Mactan Cebu Resort.. Punta Engaño, Mactan Island, Cebu
272
City
Grand Summit Hotel Gensan……. Honorio Arriola corner Arradaza
104
Streets, General Santos City
Summit Circle Cebu ……………. Fuente Osmena, Bo. Capitol, Cebu City 211

Summit Ridge Tagaytay ………... Aguinaldo Highway, Tagaytay City 108

Summit Hotel Magnolia…………. Dona Hemady cor. Aurora Boulevard,


82
Quezon City
Summit Galleria Cebu..…………. Benedicto St. Cor. Gen. Maxilom Ave.
220
Ext., Cebu City
Summit Hotel Tacloban…………. National Highway, Marasbaras, 138
Tacloban City
Summit Hotel Greenhills…………. Annapolis St., Brgy. Greenhills, San 100
Juan City
Summit Hotel Naga………………. Naga, Camarines Sur 60

Go Hotels ………………………….. Pioneer Street, Mandaluyong City 223

35
Name Number of
Location
Rooms

Go Hotels ………………………….. Puerto Princesa City, Palawan 108

Go Hotels ………………………….. Dumaguete City, Negros Oriental 102

Go Hotels ………………………….. Tacloban City, Leyte 98

Go Hotels ………………………….. Bacolod City, Negros Occidental 108

Go Hotels ………………………….. Paco, Manila 118

Go Hotels ………………………….. Iloilo City, Iloilo 167

Go Hotels ………………………….. Ortigas Center, Pasig City 198

Go Hotels …………………………... Butuan City, Agusan Del Norte 104

Go Hotels …………………………... Lanang, Davao City 183

Go Hotels …………………………... Iligan City, Lanao Del Norte 100

Go Hotels Plus …………………….. Naga, Camarines Sur 68

Go Hotels Plus …………………….. Tuguegarao City, Cagayan 136

Total 4,243

RHR continues to solidify its position in the Philippine hospitality space with its
newly launched hotels. In 2023, RHR opened the doors of The Westin Manila,
luxury hotel managed by Marriott International in Ortigas Center. The Westin
Manila promises wellness alongside sustainable amenity offerings. The 32-
storey hotel features 303 rooms with stunning views of the Metro Manila skyline
and thoughtfully appointed with amenities that underline the Westin’s holistic
approach to well-being. These new developments brought RHR’s total count to
twenty-six (26) properties and 4,243 owned keys.

In 2024, RHR looks forward to the completion of major renovations done on


Crowne Plaza Manila Galleria and Holiday Inn Manila Galleria. Finally, the
crown jewel ultra-luxury hotel in the NUSTAR Integrated Resort, NUSTAR
Hotel, is slated to be operational this year.

v. Robinsons Logistics and Industrial Facilities

Robinsons Logistics and Industrial Facilities (RLX)’s total net leasable area
reached 227,250 square meters as of December 31, 2023. It generated
P
= 0.69 billion or 2% of RLC’s revenues and P = 0.64 billion or 3% of RLC’s
EBITDA in calendar year 2023, and P = 0.56 billion or 1% of RLC’s revenues
and P= 0.48 billion or 2% of RLC’s EBITDA in calendar year 2022. As of
December 31, 2023 and 2022, RLX had assets valued on a historical cost less
depreciation basis at P
= 7.88 billion and P
= 6.68 billion, respectively.

The accelerated growth of e-Commerce in the Philippines significantly


increased demand for logistics facilities with new specifications. RLC
capitalized on this opportunity and supplied the need for logistics facilities with

36
capabilities and features tailor-fit for Fast-Moving Consumer Goods (FMCG)
and e-Commerce companies, among others. Key specifications of these
facilities include high ceilings, raised flooring, loading docks with roll up doors,
high strength flooring, and complete Fire Detection and Alarm Systems
(FDAS), and fire protection systems. Through all these, RLC ensures the
longevity and safety of its logistics facilities, and enables optimized operations
for customers.

Its completed projects have cemented RLX in key strategic locations. It now
has presence within the National Capital Region, and in both the North and
South of Metro Manila. It has a total of nine (9) industrial warehouses
nationwide. All RLX projects are fully leased out or committed to tenants.

RLX is on track to becoming the fastest growing logistics facility provider in the
country with additional warehouses in the pipeline. To further accelerate the
growth of GLA, RLX is exploring purchasing existing logistics facilities and
upgrading these facilities to meet RLX design standards. As it looks to expand
its reach and support more businesses, exceptional service continues to be of
utmost priority.

The table below sets out certain key details RLX Industrial warehouse portfolio
as of December 31, 2023:

Name Location Size

RLX Sucat 1 ………………………..…. East Service Road, Brgy Sucat,


Muntinlupa City 33,150 sqm

RLX Calamba 1 ……………..……..…. Barangay Maunong, Calamba City,


55,374 sqm
Laguna

RLX Sucat 2 ………………………..…. Meralco Avenue, Brgy Sucat,


Muntinlupa City 8,558 sqm

RLX Sierra Valley …………………..…. Ortigas Extension, Cainta, Rizal


4,888 sqm

RLX San Fernando ………………….... Barangay Malpitic, San Fernando City,


Pampanga 44,476 sqm

RLX Mexico ………….……………….... Barangay Lagundi, Mexico City,


Pampanga 20,085 sqm

RLX Calamba 2 ………….….……….... Barangay Paciano Rizal, Calamba City,


Laguna 60,719 sqm

Total 227,250 sqm

The Company’s completed industrial warehouse are described as follows:

1. RLX Sucat 1. This is a distribution center located along the East Service
Road, Barangay Sucat, Muntinlupa City. This is located directly after the Sucat
Toll gate of SLEX. The warehouse is situated in a 4.5 Hectare property with

37
covered area of 33,150 sqm. As of December 31, 2023, the warehouse is fully
leased out (100% occupancy).

2. RLX Calamba 1. This is an industrial compound comprised of two (2)


distribution centers and a technical school. The facility is located in Barangay
Maunong and Samsim, Calamba City, Laguna. The compound is situated in
an 8.6-Hectare property with covered area of 55,374 sqm. As of December 31,
2023, the warehouse is fully leased out (100% occupancy).

3. RLX Sierra Valley. This is a warehouse located at Sierra Valley, an


integrated development by RLC located along Ortigas Avenue Extension,
Cainta, Rizal. This warehouse facility has a total covered area of 4,888 sqm.
As of December 31, 2023, the warehouse is fully leased out (100%
occupancy).

4. RLX Sucat 2. This is a distribution center located along Meralco Avenue,


Barangay Sucat, Muntinlupa City. This is located less than 1 km after the
Sucat Toll gate of SLEX. The warehouse is situated in a 1.2 Hectare property
with covered area of 8,558 sqm. As of December 31, 2023, the warehouse is
fully leased out (100% occupancy).

5. RLX San Fernando. This is a distribution center located along Tourism


Road, Barangay Malpitic, San Fernando City, Province of Pampanga. This is
located 1 km away from McArthur Highway. The warehouse is situated in a
6.1 Hectare property with covered area of 44,476 sqm. As of December 31,
2023, the warehouse is fully leased out (100% occupancy).

6. RLX Mexico. This is a distribution center located along Baragany Lagundi,


Mexico City, Province of Pampanga. This is located 2 km away from San
Fernando Exit of NLEX. The warehouse is situated in a 3.1 Hectare property
with covered area of 20,085 sqm. As of December 31, 2023, the warehouse is
fully leased out (100% occupancy).

7. RLX Calamba 2. This is an industrial compound comprised of two (2)


distribution centers. The facility is located in Barangay Paciano Rizal,
Calamba City, Laguna. The compound is situated in a 15.0-Hectare property
with covered area of 60,719 sqm. As of December 31, 2023, the industrial
compound is fully leased out (100% occupancy).

vi. Robinsons Destination Estates (formerly Integrated Developments Division)

In 2023, Robinsons Destination Estates (RDE) remained focused on strategic


land bank acquisition in collaboration with corporate land acquisition,
exploration of real estate infrastructure projects, and partnerships that create
growth opportunities. RDE accounted for P =1.16 billion or 3% of RLC’s
revenues and P = 0.67 billion or 3% of RLC’s EBITDA in calendar year 2023,
and P= 0.65 billion or 1% of RLC’s revenues and P = 0.39 billion or 2% of RLC’s
EBITDA in calendar year 2022. As of December 31, 2023 and 2022, RDE had

38
assets valued on a historical cost less depreciation basis at P
= 28.05 billion and
P
= 26.60 billion, respectively.

RDE advanced with the development of its premier destination estates


Bridgetowne—the 32-hectare property that connects the cities of Pasig and
Quezon, Sierra Valley—the 18-hectare property in Cainta and Taytay, Rizal,
and Montclair—the 229-hectare property in Porac and Angeles, Pampanga.

Bridgetowne completed the construction of The Victor, a 60-meter-high art


installation that captures the indomitable spirit of the Filipino, as well the Iconic
Bridge, designed by Manosa & Co., under late National Artists Francisco
“Bobby” Manosa. On the other hand, Sierra Valley’s interim retail thrived in
2023 with new areas made available and fully leased out during the year.
Finally, Montclair completed the construction of its access bridge connecting
the 2 parcels of land along SCTEX.

RLC will continue to make substantial progress in its landmark destination


estates. To strengthen earnings, the division will likewise explore innovative
real estate formats, new business ventures, and strategic partnerships for its
mixed-use developments.

vii. Chengdu Ban Bian Jie

Building on its well-established expertise and reputation in the Philippines,


RLC expanded its presence beyond local shores and launched its first
international venture with a residential project in Chengdu City, China. The city
of Chengdu, the capital of Sichuan Province, is the fifth largest city in China
with over 16 million residents and is considered as one of the richest urban
areas in the country. RLC's Ban Bian Jie Project is strategically located in
Wuhou District, the largest of the five inner districts of Chengdu. Situated next
to the majestic sceneries of the Jiang An River and Yong Kang Forest Park,
the project’s prime location and quality features make it an attractive and
preferred choice for employees and families.

The Chengdu Ban Bian Jie project is a residential development with a total
gross floor area of approximately 220,000 square meters. Comprised of a
series of carefully designed high-rise towers, townhouses and shops,
Chengdu Ban Bian Jie caters to the sophisticated, discerning lifestyle of the
upper-middle-class market. The project features an entertainment area for
children, and various sports facilities, including gyms and a swimming pool, to
suit even the most active residents. With its convenient proximity to the main
Chengdu Shuangliu International Airport, the sprawling community offers
entertainment centers, a shopping complex, and relaxation areas, such as the
clubhouse and ecological gardens, for rest and recreation.

In 2023 and 2022, RLC recognized realized revenues from the project of
P
= 0.02 billion and P
= 12.78 billion, respectively. EBITDA contribution is P
= 0.01
billion for 2023 and P= 1.90 billion for 2022. RLC has recovered 99.8% of its
invested capital with the repatriation of US$224.5 million as of December 31,
2022. Furthermore, US$24 million in cash dividends have been paid. After the

39
success of its first international venture, Robinsons Land has its eyes set on
pursuing more opportunities in the Philippines to build iconic projects that will
help elevate the Filipinos’ lifestyle experiences. As of December 31, 2023 and
2022, Chengdu Ban Bian Jie had assets valued on a historical cost less
depreciation basis at P= 0.64 billion and P
= 2.69 billion, respectively.

Percentage of realized revenues from foreign sales from Philippine residential


projects and from Chengdu Ban Bian Jie to total consolidated revenues for
calendar years 2023, 2022 and 2021 are 3.43%, 37.11% and 32.02%,
respectively while percentage of realized revenues from foreign sales to
consolidated net income for calendar years 2023, 2022 and 2021 are 10.76%,
151.67% and 137.64%, respectively.

c) Significant Subsidiaries

As of December 31, 2023, RLC has seventeen (17) subsidiaries, all of which are
consolidated with the Company’s financial statements.

On March 4, 2009, the Securities and Exchange Commission (SEC) approved the plan
of merger of the Parent Company with wholly-owned subsidiaries, Robinsons Homes,
Inc. (RHI), Trion Homes Development Corporation (THDC) and Manila Midtown Hotels
and Land Corporation (MMHLC).The merger resulted to enhanced operating
efficiencies and economies, increased financial strength through pooling of resources
and more favorable financing and credit facilities. No Parent Company shares were
issued in exchange for the net assets of RHI, THDC and MMHLC.

The merger was accounted for similar to a pooling of interest method because the
combined entities were under common control, therefore, has no effect on the
consolidated financial statements. The subsidiaries after the merger are RII, RCR
(formerly RRMC), RPMMC, RCL, AAI, AMVI, GHDI, RLCRL, BPVI, BRFLC, RLGBLC,
RLPMI, RLFMI, Malldash, RLII, RLDV and SPMI.

Key details of each of RLC’s subsidiaries are set forth below.

1. Robinson's Inn, Inc. Robinson’s Inn, Inc. (RII) was incorporated on October
19, 1988, has a registered share capital of 25,000,000 and is 100%-owned by
the Parent Company. RII’s principal business is to engage in the development
and operation of apartelles, inns, motels, condominiums, apartments and other
allied business, and to acquire, purchase, sell, assign or lease land, buildings
and other improvements. RII is part of the Company’s hotels and resorts division,
and runs the Robinsons Apartelle which closed operations effective August 31,
2007.

2. RL Commercial REIT, Inc. (formerly Robinsons Realty and Management


Corporation). RL Commercial REIT, Inc. (RCR) was registered with the SEC
on May 16,1988 and became listed in the Philippine Stock Exchange on
September 14, 2021 primarily to engage in the business of a real estate
investment trust as provided under Republic Act No. 9856 (the Real Estate
Investment Trust Act of 2009), including its implementing rules and regulations
(the "REIT Act"), and other applicable laws, which business includes, among

40
others, to own, invest in, purchase, acquire, hold, possess, lease construct,
develop, alter improve, operate, manage, administer, sell, assign, convey,
encumber in whole and in part, or otherwise deal in and dispose of, income-
generating real estate, whether freehold or leasehold, within and outside of the
Philippines. As of December 31, 2023, RCR has a registered share capital of
39,795,988,732 with a par value of P= 1.00 per share, 10,726,804,330 shares of
which were subscribed and paid up and is 66.14% owned by the Parent
Company.

In line with its unwavering commitment to support and grow its flagship real
estate investment trust, RLC infused two income-generating assets – Cybergate
Bacolod and Cyberscape Gamma – to RCR in 2022.

RCR acquired Cybergate Bacolod from RLC via cash, while Cyberscape
Gamma was infused through an asset-for-share-swap transaction and it grew its
asset size by 13% to more than 480,000 sqm. The infusion further expanded its
geographical reach to ten (10) key cities from nine (9). Overall, the Company
bolstered the strength and stability of its portfolio with the addition of two (2)
PEZA-registered properties that are pre-dominantly occupied by BPOs.

RLC remains steadfast in its commitment to support RCR. By injecting more


office spaces into RCR, RLC aims to maximize the earning potential of its
properties and provide investors with stable returns in the long run.

RCR has won several accolades in 2022 such as Best Sustainable REIT,
Philippines by the International Investor Awards 2022 and Best Philippine REIT,
by The Asset Country Awards 2022. Furthermore on the sustainabilty front, RCR
registered Cyberscape Gamma as the Philippines’ first Excellence in Design for
Greater Efficiencies (EDGE) Certified REIT building awarded by the Philippine
Green Building Initiation (PBGI). An innovation of the World Bank’s International
Finance Corporation, EDGE is an international green building certification
system that focuses purely on energy, water, and embodied energy in materials
for a quantitative approach to sustainability.

3. Robinsons Properties Marketing & Management Corporation. Robinsons


Properties Marketing & Management Corporation (RPMMC) was incorporated
on November 25,1998, has a registered share capital of 1,000,000 and is 100%-
owned by the Parent Company. RPMMC is part of the Company’s Residential
Division. RPMMC manages the marketing of the portfolio of residential units that
are available for sale through the Residential Division's RLC Residences brand.
RPMMC’s primary purpose is to acquire, own, use, sell, exchange, lease and
develop real property of all kinds, and to market, manage or otherwise sell and
convey buildings, houses, apartments and other structures of whatever kind
together with their appurtenances.

4. Robinsons (Cayman) Ltd. Robinsons (Cayman) Ltd (RCL) was incorporated in


Cayman Islands, British West Indies on March 25, 1997 with a registered
authorized capital stock of US$50,000.00 at $1.00 per share, 1,000 shares of
which is subscribed and paid up by the Parent Company, equivalent to 100%

41
ownership. RCL acts as a real estate agent on the international market, among
others, for the Residential Division.

5. Altus Angeles, Inc. Altus Angeles, Inc. (AAI) was incorporated on


October 30, 2002, has a registered share capital of 400,000 and is
51%-owned by the Parent Company. AAI is a joint venture within the Company’s
Commercial Centers Division. AAI’s principal business is to establish, manage
and maintain commercial complexes, offer such services and merchandise of all
kinds and to do and perform such acts as necessary or incidental to the
accomplishment of the foregoing corporate business objects insofar as may be
allowed by applicable rules and regulations.

6. Altus Mall Ventures, Inc. Altus Mall Ventures, Inc. (AMVI) was incorporated on
August 19, 2002, has a registered share capital of 4,000,000 and is 100%-
owned by the Parent Company. AMVI’s primary purpose is to acquire by
purchase, lease, donation or otherwise, and to own, use, improve, develop,
subdivide, sell, mortgage, exchange, lease and hold for investment or otherwise,
real estate of all kinds.

7. GoHotels Davao, Inc. GoHotels Davao, Inc. (GHDI) was incorporated on


March 13, 2013, has a registered share capital of 100,000,000 and is 51%-
owned by the Parent Company. GHDI is a joint venture between RLC within the
Hotels and Resorts Division and Udenna Development Corporation (UDEVCO).
GHDI's principal business is to establish, acquire, own, develop, operate and
manage hotels and/or transient guest lodging services under the "gohotels.ph"
mark and other similar and ancillary facilities and services related to the
hospitality and allied industries, offer such services and merchandise to the
public in connection with the operation of hotels and/or transient guest lodging
services, and to make and enter into all kinds of contracts, agreements and
obligations with any person, partnership, corporation or association for the
leasing of commercial space or the disposition, sale, acquisition of goods, wares,
merchandise, and services of all kinds and to do and perform such acts and
things necessary or incidental to the accomplishment of the foregoing corporate
business and objects as may be allowed by applicable laws, rules and
regulations.

8. RLC Resources, Ltd. RLC Resources, Ltd. (RLCRL) was incorporated on


September 10, 2001 in the British Virgin Islands as an International Business
Company, has an initial registered share capital of 50,000, which was increased
to 500,000 in fiscal year 2016 and is 100%-owned by the Parent Company. RLC
Resources, Ltd.’s principal business is to purchase or otherwise acquire and
undertake the whole or any part of the business, goodwill, assets and liabilities of
any person, firm or company; to acquire an interest in, amalgamate with or enter
into arrangements with any person, firm or company; to promote, sponsor,
establish, constitute, form, participate in, organize, manage, supervise and
control any corporation, company, fund, trust, business or institution; to purchase
or otherwise acquire and hold, in any manner and upon any terms, and to
underwrite, invest and deal in shares, stocks, debentures, debenture stock,
annuities and foreign exchange, foreign currency deposits and commodities and

42
enter into any interest rate exchange contracts, forward contracts, futures
contracts and enforce all rights and powers incidental to RLCRL’s interest
therein.

9. Bonifacio Property Ventures, Inc. Bonifacio Property Ventures, Inc. (BPVI)


was incorporated on December 21, 2018, has a registered share capital of
1,000,000,000 with a par value of P = 1.00 per share, 500,000,000 shares of
which are subscribed and paid up by the Parent Company, equivalent to 100%
ownership. BPVI’s principal business is to acquire by purchase, lease, donation
or otherwise, and to own, use, improve, develop, subdivide, sell, mortgage,
exchange, lease, develop and hold for investment or otherwise, real estate of all
kinds, whether improve, manage or otherwise dispose of buildings, houses,

apartments and other real estate and/or structures of whatever kind, together
with their oppurtenances.

10. Bacoor R and F Land Corporation. Bacoor R&F Land Corporation (BRFLC)
was incorporated on October 15, 2018, has a registed share capital of
10,000,000 with a par value of P = 100.00 per share, 4,000,000 shares were
initially subscribed, of which 2,800,000 shares or 70% was subscribed and
paid up by the Parent Company. In 2022, BRFLC issued 1,450,000 additional
common shares from its registered share capital, 70% of which or 1,015,000
common shares was subscribed and paid up by the Parent Company.
BRFLC’s principal business is to acquire, own, and hold real estate properties
situated in Bacoor City, Province of Cavite or any other properties approved
by the Board of Directors or stockholders of the corporation, and to sell, lease,
mortgage, alienate or develop the parcels of land acquired by the Corporation.

11. RLGB Land Corporation. RLGB Land Corporation (RLGBLC) was


incorporated on June 7, 2019, has a registed share capital of 5,000,000,000. It
was a joint venture between RLC and Gokongwei Brothers Foundation (GBF),
wherein the Parent Company held 51% ownership interest in the Company,
while GBF held the remaining 49%. In October 2021, GBF's 49% share
subscription was rescinded and its invested capital was returned subsequently
pursuant to the Rescission Agreement executed between RLGBLC and GBF.
As a result, RLGB became a wholly-owned subsidiary of the Parent Company.
RLGBLC’s principal business is to acquire by purchase, lease, donation or
otherwise, and to own, use, improve, develop, subdivide, sell, mortgage,
exchange, lease, develop and hold for investment or otherwise, real estate of
all kinds, whether to improve, manage or otherwise dispose of buildings,
houses, apartments and other real estate and/or structures of whatever kind,
together with their appurtenances.

12. RL Property Management, Inc. RL Property Management, Inc. (RLPMI) was


incorporated on April 12, 2021, has a registered share capital of 10,000,000
and is 100%-owned by the Parent Company. RLPMI's principal business is to
to engage in the business of providing services in relation to property
management, lease management, marketing, project management, including
tenant services, care and maintenance of physical structures, securing and
administering routine management services, formulating and implementing
leasing strategies, enforcing tenancy conditions, ensuing compliance with

43
relevant government regulations with respect to the managed property, and
formulating and implementing policies and programs in respects of building
management, maintenance and improvement, initiating refurbishment and
monitoring thereof, and such other duties and functions necessary and
incidental to property management.

13. RL Fund Management, Inc. RL Fund Management, Inc. (RLFMI) was


incorporated on May 28, 2021, has a registered share capital of 50,000,000
and is 100%-owned by the Parent Company. RLFMI's principal business is to
engage in the business of providing fund management services to real estate
investment trust (REIT) companies, as provided under Republic Act No. 9856
(the Real Estate Investment Trust Act of 2009), including its implementing
rules and regulations.

14. Malldash Corp. (Malldash) was registered with the SEC on July 16, 2021, has
a registered share capital of 40,000,000 and is 100%-owned by the Parent
Company. Malldash's principal business is engage in, develop, operate, and
maintain the business of providing Information Technology (I.T.) solutions; to
develop, operate, and maintain an electronic marketplace that will allow for
business to business integration to consumer electronic commerce solutions;
to provide solutions for merchant to consumer/user product delivery and/or
fulfillment; to provide logistic services and digital services; and to do other
things necessary or convenient for carrying out into effect the foregoing
purpose.

15. Robinsons Logistix and Industrials, Inc. On April 5, 2021, Robinsons


Logistix and Industrials, Inc. (RLII) was incorporated to engage in and carry on
a business of logistics and to develop buildings, warehouses, industrial and
logistics facilities, among others. RLII, a wholly-owned subsidiary of the Parent
Company, has a registered share capital of 10,000,000,000.

On October 20, 2023, the Securities and Exchange Commission has approved
the increase in the authorized capital stock of RLII from 1 billion divided into
10 billion common shares to 2 billion divided into 20 billion common shares.
Subsequently, the Parent Company subscribed to additional 5 billion common
shares and paid the full amount on the same year.

16. RL Digital Ventures Inc. RL Digital Ventures Inc. (RLDV) was incorporated
on February 17, 2022, has an authorized capital stock of 400,000,000 and is
100%-owned by the Parent Company. RLDV is RLC's technology ventures
arm whose primary purpose is to engage in, develop, operate, maintain,
provide any form of digital activity and service, Information Technology (I.T.)
solution, e-commerce business or platform, and/or provide solutions for
merchant to consumer/user product delivery and/or fulfillment, including
payment solutions, and all other forms of digital trade.

17. Staten Property Management Inc. Staten Property Management Inc. (SPMI)
was incorporated on January 25, 2022, has a registered share capital of
10,000,000 with a par value of P
= 1.00 per share, 5,000,000 shares of which is
subscribed and paid up by the Parent Company, equivalent to 100%
ownership. SPMI is the RLC Residences’ property management arm whose

44
primary purpose is to manage, own, operate, and carryon the business of
providing property management services to residential subdivisions,
residential and office buildings, commercial, estate, facility, and industrial
developments, repair and maintenance services, lease and tenancy
management services, outsourcing services, assets, condotel, parking and
apartment management services, treasury and general accounting, billing and
collection services, and property consulting services in various residential,
commercial, industrial, recreational buildings and developments.

On July 31, 2019, the BOD of the Parent Company approved the declaration of
property dividend, of up to One Hundred Million (100,000,000) common shares of
APVI in favor of the registered shareholders (the Receiving Shareholders) of the
Parent Company as of August 15, 2019. The SEC approved the property dividend
declaration on November 15, 2019 and the Certificate Authorizing Registration
was issued by the Bureau of Internal Revenue on December 6, 2019.

The Receiving Shareholders received a ratio of one (1) share of APVI for every
fifty-one and 9384/10000 (51.9384) shares of the Parent Company, net of
applicable final withholding tax on December 20, 2019. No fractional shares were
issued and no shareholder was entitled to any fractional shares.

RLC’s remaining interest in APVI after the dividend distribution is 6.11%.

d) Competition

i. Robinsons Malls

RLC has two major competitors in its Commercial Centers Division—SM Prime
Holdings, Inc. (SMPHI) and Ayala Land, Inc. (ALI). Each of these companies
has certain distinct advantages over RLC, including SMPHI's considerably
larger mall portfolio and ALI's access to prime real estate in the heart of Metro
Manila. In terms of total assets and equity accounts as of September 30, 2023,
the mall segment of SMPHI has P = 475.6 billion and P
= 140.2 billion while the mall
segment of ALI has P = 215.1 billion and P
= 124.4 billion, respectively. There are a
number of other players in the shopping mall business in the Philippines, but
they are significantly smaller and, because of the high barriers to entry into the
business (which include cost, branding, reputation, scale and access to prime
real estate), RLC expects that it will continue to compete principally with these
two major companies in this market sector for the foreseeable future. Shopping
mall operators also face competition from specialty stores, general
merchandise stores, discount stores, warehouse outlets, street markets and
online stores.

RLC believes its strength is in its mixed-use, retail, commercial and residential
developments. RLC operates on the basis of its flexibility in developing malls
with different sizes depending on the retail appetite of the market per location.
It is focused on balancing its core tenant mix and providing a more distinctive
shopping mall experience to its loyal customers, as well as its ability to

45
leverage the brand equity and drawing power of its affiliated companies in the
retail trade business.

ii. Residential Division

1. RLC Residences

RLC Residences continues to develop beautiful, well-designed, high-


quality homes catered to young professionals, starting and growing
families under the BC1 segment looking for a home in the city that they
can proudly call their own. Competitors such as Alveo Land, MEG,
Filinvest Land, Inc. (FLI), and Ortigas & Co. target the young
professionals and starting families under this bracket. There are also a
number of players who try to compete in this segment of the market with
one or two projects. Projects under RLC Residences remain among the
top-of-mind developments as a result of growing experienced sales and
distribution networks and convenient locations. Projects are located
within Central Business Districts or RLC’s mixed-use development.

RLC Residences has numerous competitors in the middle-income


segment. This is in part a function of the fact that, as compared to other
business areas, RLC does not enjoy the same "early mover" advantage.
Currently, they are companies like Avida Land (AL), FLI, SMPHI, and
DMCI Homes. As of September 30, 2023, total assets and equity
accounts amounted to P = 117.5 billion and P
= 46.7 billion, respectively, for
the Real Estate Operations of FLI while total assets and equity accounts
of the Residential segment of SMPHI as of September 30, 2023
amounted to P = 342.2 billion and P= 144.6 billion, respectively. Based on
public records and independent industry reports and its own market
knowledge, the Company believes that it is among the top five middle-
ranged condominium developers in the Philippines in terms of revenues
from sales. The Company believes that it can successfully compete in
this market segment on the basis of its brand name, technical expertise,
financial standing and track record of successfully completed, quality
projects.

The brand strives to compete with developers who have already


established their names in tapping the elite market. RLC Residences
aims to increase its share of this market segment and steer buyers of
competitors such as Ayala Land Premier, Rockwell Land Corporation
(ROCK), Century Properties Group, Inc. (CPGI) and Megaworld
Corporation (MEG) to its developments. ROCK’s Residential
Development total assets and equity accounts as of September 30,
2023 amounted to P = 53.0 billion and P= 21.2 billion, respectively; CPGI’s
total assets and equity accounts as of September 30, 2023 amounted to
P
= 53.6 billion and P= 21.3 billion, respectively, while MEG’s Real Estate
segment assets and equity accounts as of September 30, 2023
amounted to P = 248.6 billion and P= 133.5 billion, respectively.

46
2. Robinsons Homes

Recognizing the growing housing market in the Philippines, RLC


continues to embark on building subdivisions through its Robinsons
Homes brand. For families aspiring to own their first home or upgrade to
a better abode and neighborhood, Robinsons Homes provides them
themed, master-planned, secure and gated horizontal subdivisions in
key urbanized cities nationwide ideal to start the good life. Robinsons
Homes offers horizontal developments that caters to the affordable and
mid-cost segment, as well as the premier market.

Robinsons Homes’ competitors in these markets are: Ayala Land Inc.,


Filinvest Land Inc., Vista Land & Lifescapes, Inc., Aboitiz Land Inc. and
Cebu Landmasters Inc.. Also competing in the affordable segment are
PHirst Park Homes, Inc. and and 8990 Holdings Inc.

Robinsons Homes has an established presence in key locations


nationwide, with projects in Laoag, Tarlac, Puerto Princesa, Bacolod,
and General Santos. It has also built a strong reputation in strategic
areas through the development of several projects in Pampanga,
Bulacan, Antipolo, Angono, Cavite, Batangas, Cebu, Cagayan de Oro,
and Davao. Robinsons Homes is committed to provide green and
sustainable communities with lifestyle amenities in response to the
needs of the market.

The Company believes that its reliability to deliver and consistent quality
products at an affordable price has contributed to its ability to generate
sales and its overall success.

iii. Robinsons Offices

The Company believes that competition for office space is principally on the
basis of location, quality and reliability of the project’s design and equipment,
reputation of the developer, availability of space, and PEZA registration. The
biggest competitors of the Company under this segment are ALI, Megaworld
and SM.

The Company competes in this market on the basis of the strategic locations
of its buildings, including their proximity to the malls and residences as part of
its mixed-use developments and its accessibility to public transportation,
building features as the office projects can accommodate all types of tenants
including companies in the IT Business Process Management (IT-BPM)
sector, corporate headquarters and traditional offices. The Company also
believes that its established reputation of good quality, ease of doing
business, and completing projects on time makes it one of the most preferred
choices of the IT-BPM industry as well as local and multinational companies.
The Company is committed in providing an excellent customer experience and
satisfaction by developing office projects of high quality and reliability, meeting
the evolving needs of its customers.

47
iv. Robinsons Hotels and Resorts

RLC competes in different markets for its hotels and resorts segments. Across
all of its hotel formats, its main competitors in terms of number of rooms are:
Ayala Land, Alliance Global Group Inc., SM Hotels and Conventions
Corporation, Filinvest Land Inc and Double Dragon Corporation. Aside from
these large hotel owners and developers, there is a growing number of small
independent players and foreign entrants that increases the competitive
landscape of hospitality in the country.

RLC continues to strengthen its market leadership through elevating its


portfolio of hotel brands, investing in strategic locations and its people. With
RLC’s longstanding expertise in developing and managing hotels, the
Company is focused on scaling the business while improving standards
leading up to world-class quality.

v. Robinsons Logistics and Industrial Facilities

Demand for logistics facilities continues to be strong. Under its RLX Logistics
Facilities brand, the RLX develops excellent quality logistics facilities in
industrial centers of growth around the Philippines. The biggest competitors of
RLC in the development of logistics facilities are Ayalaland Logistics Holdings
Corp. and Double Dragon Properties Corp.

vi. Robinsons Destination Estates (previously Integrated Developments


Division)

RLC is an accomplished developer of integrated developments. RLC has


developed four major mixed used developments in Metro Manila alone,
namely, Robinsons Galleria, Robinsons Forum, Robinsons Manila, and
Robinsons Magnolia. These projects are anchored by Robinsons Mall with
components of Office and/or Residential and/or Hotel/Leisure. Furthermore, it
continues to develop its destination estates namely Bridgetowne, Sierra Valley
and Montclair. RDE remains focused on this fast-growing development format.

Major developers are still into integrated developments. Developers have


been acquiring big parcels of land and incorporating different real estate
components to attract investors and customers. The biggest competitors of
RLC in integrated developments are Ayala Land, Inc., Megaworld Corp,
Filinvest, Inc., Double Dragon Properties Corp., and SM Prime Holdings.

RDE will harness opportunities for synergies with RLC’s other business units:
Robinsons Malls, Residential, Robinsons Hotels and Resorts, and Robinsons
Offices. RLC, having years of experience in these real estate components, will
thus have a competitive advantage. With efficient master planning, innovative
designs, and quality construction, RLC is committed to sustainable and future-
proof communities.

48
e) Sources and Availability of Raw Materials and Suppliers

Construction and development of malls, high-rise office and condominium


units as well as land and housing construction are awarded to various
reputable construction firms subject to a bidding process and management’s
evaluation of the price and qualifications of and its relationship with the
relevant contractor. Most of the materials used for construction are provided
by the contractors themselves in accordance with the underlying agreements,
although sometimes the Company will undertake to procure the construction
materials when it believes that it has an advantage in doing so. The Company
typically will require the contractor to bid for a project on an itemized basis,
including separating the costs for project materials that it intends to charge the
Company. If the Company believes that it is able to acquire any of these
materials (such as cement or steel) at a more competitive cost than is being
quoted to it, it may remove these materials from the project bid and enter into
a separate purchase order for the materials itself, to reduce project costs.

f) Customers

RLC has a broad base of customers, comprised of both local and foreign
individuals, and institutional clients. The Company is not dependent on a
single or a few customers, the loss or any of which would have a material
adverse effect on the business taken as a whole.

g) Employees and Labor

As of December 31, 2023, RLC and its subsidiaries have a total of 9,846
employees, including 3,299 permanent full-time managerial and support
employees and approximately 6,547 contractual and agency employees,
grouped by business divisions as follows:

Permanent Contract Total


Business Employees Employees Employees

Robinsons Malls ................................................................ 1,389 4,771 6,160


Robinsons Offices ................................................................ 125 512 637
Residential Division ................................................................ 584 309 893
Robinsons Hotels and Resorts .....................................................
1,159 879 2,038
Robinsons Logistics and Industrial Facilities...……….. 4 7 11
Robinsons Destination Estates….……………………... 38 69 107
Total .............................................................................................
3,299 6,547 9,846

49
The 3,299 permanent full-time managerial and support employees of RLC and
its subsidiaries as of December 31, 2023 by function is as follows:

No. of
Function Permanent Employees
Operational ................................................................
1,450
Administrative ................................................................
1,130
Technical ................................................................ 719
Total ................................................................ 3,299

The Company foresees an increase in its manpower complement to 3,464


permanent employees in the ensuing twelve (12) months.

Some of the Robinsons Hotels and Resorts employees are covered by a


collective bargaining agreement which will mature on September 30, 2025 for
Holiday Inn Manila Galleria. The Company’s other employees are not
unionized or party to collective bargaining agreements with the Company.

Vacation leaves, sick leaves, 13th month pay and retirement benefits are
provided to employees, among others, subject to company policies and
procedures.

h) Industry Risk

The Company substantially conducts its business activities in the Philippines


where majority of its assets are located.

Demand for and prevailing prices of shopping mall, office and warehouse
leases, as well as the development of the Philippine hospitality sector are
directly related to the strength of the Philippine domestic economy and the
overall levels of business activity in the Philippines.

Robinsons Malls is directly affected by level of consumption, demographic


structure, social trends, changing spending patterns and consumer sentiments
in the Philippines, which are in turn heavily influenced by economic, political
and security conditions in the Philippines. The level of consumption is largely
determined by the income levels of consumers which is supplemented by a
large number of Overseas Filipino Workers (OFWs) and expatriate Filipinos
employed in countries around the world. This exposes RLC to changes in the
specific economies of the countries where OFWs are deployed.

As the fastest growing sector in the Philippine real estate industry, the
Information Technology-Business Process Management (IT-BPM) outsourcing
sector drives office space demand which fuels the performance and
profitability of Robinsons Offices. The growth of the IT-BPM sector is heavily
dependent on the availability of Information and Communications Technology
(ITC) hubs across the country which provide sufficient labor supply and
upgraded talent ecosystem, good ITC infrastructure and service capabilities,

50
efficient cost and overall business environment as a product of sound
macroeconomic fundamentals and geopolitical climate in the country.

Robinsons Hotels and Resorts, on the other hand, is anchored on the


development of Philippine tourism which is contingent on the rate of response
of the Philippine government to address infrastructure challenges across the
country. The industry is likewise dependent by the recovery of foreign tourist
arrivals to the country, which was severely impacted after the onset of the
COVID-19 pandemic.

On the development side of the Company’s business, RLC is engaged in both


domestic and international residential development. The property market has
been cyclical where property values have been affected by confidence in the
economy as well the interest rate environment.

Global pandemics (such as the COVID-19 outbreak) and economic/political


uncertainties in the Philippines may have adverse effects on consumer
spending habits, construction costs, availability of labor and materials and
other factors affecting the Company and its businesses. Notably, global health
outbreaks can also have a potential material impact on tourism and hospitality
sector as well as the demand for shopping mall spaces given the travel
restrictions and social-distancing protocols. Significant expenditures
associated with investment in real estate, such as real estate taxes,
maintenance costs and debt payments, generally cannot be correspondingly
reduced if changes in the Philippine property market or the Philippine
economy cause a decrease in revenues from the Company’s properties.
Because majority of RLC’s businesses are in the Philippines, reduced levels of
economic growth, adverse changes in the country’s political or security
situation, or weaker performance of the country’s property development
market generally may materially adversely affect RLC’s financial performance,
position and profitability.

RLC operates in a highly competitive industry. The Company’s future growth


and development is dependent, in large part, on the availability and
affordability of large tracts of land suitable for development. As the Company
and its competitors attempt to locate sites for development, it may become
more difficult to locate parcels of suitable size in locations and at prices
acceptable to the Company, particularly in Metro Manila and other urban
areas. To the extent that the Company is unable to acquire suitable land at
acceptable prices, its growth prospects could be limited and its business and
results of operations could be adversely affected.

A number of other commercial center and residential developers and real


estate services companies, some with greater financial and other resources
and more attractive land banks than the Company, compete with RLC in
various aspects of its business. Competition from other real estate developers
and real estate services companies may adversely affect RLC’s ability to
develop and sell its properties or attract and retain tenants, and continued
development by these and other market participants could result in saturation
of the market for commercial and residential real estate.

51
ADDITIONAL REQUIREMENTS AS TO CERTAIN ISSUES OR ISSUER

Not Applicable

52
Item 2. Properties

Over the years, the Company has invested in a number of properties located across
the Philippines for existing and future development projects. All of these properties
are fully owned by the Company and none of which are subject to any mortgage, lien
or any form of encumbrance. The Company also enters into joint venture
arrangements with landowners in order to optimize their capital resources. Not only
does this encourage raw land development for future projects but it also provides
them exclusive development and marketing rights.

As of December 31, 2023, the following are locations of the Company’s properties:

Location Use Status


LAND
Metro Manila
Manila Mixed-use (mall/residential/hotel) No encumbrances
Residential/Office Building/Mixed-use
Quezon City (mall/residential/hotel/office) No encumbrances
Pasay City Residential No encumbrances
Mandaluyong City Mixed-use (mall/hotel/residential)/Hotel No encumbrances
Makati City Office Building/Residential No encumbrances
Residential/Mall/Office Building/
Pasig City Mixed-use (mall/hotel/residential)/Residential No encumbrances
Paranaque City Residential No encumbrances
Muntinlupa City Residential No encumbrances
Las Pinas City Mall No encumbrances
Taguig City Residential No encumbrances
Malabon City Mall No encumbrances
San Juan City Residential/Hotel No encumbrances
Metro Manila area Land bank No encumbrances
Luzon
La Union Residential/Mall No encumbrances
Pangasinan Mall No encumbrances
Bulacan Mall/Residential No encumbrances
Nueva Ecija Mall No encumbrances
Pampanga Mall/Warehousing facility No encumbrances
Tarlac Mall/Office Building No encumbrances
Batangas Mall/Residential No encumbrances
Cavite Mall/Residential/Mixed-use (mall/hotel/residential) No encumbrances
Laguna Mall/Warehousing facility No encumbrances
Palawan Mixed-use (mall/hotel/residential) No encumbrances
Rizal Residential/Mall/Warehousing facility No encumbrances
Isabela Mall No encumbrances
Ilocos Norte Mixed use (mall/office) No encumbrances
Camarines Sur Mall/Hotel/Office Building No encumbrances
Cagayan Mall/Hotel No encumbrances
Laguna Mall/Warehousing facility No encumbrances
Luzon area Land bank No encumbrances
Visayas
Iloilo Mall No encumbrances
Negros Occidental Mall/Hotel/Office Building No encumbrances
Cebu Hotel/ Residential/Mixed-use (mall/hotel/residential/office) No encumbrances
Negros Oriental Mixed-use (mall/hotel) No encumbrances
Leyte Mall/Mixed-use(mall/hotel) No encumbrances
Capiz Mall No encumbrances

53
Location Use Status
Antique Mall No encumbrances
Visayas area Land bank No encumbrances
Mindanao
Agusan Del Norte Mixed-use (mall/hotel) No encumbrances
Misamis Oriental Residential No encumbrances
Davao Del Sur Mall/Hotel/Office Building No encumbrances
South Cotabato Mall/ Residential/Hotel No encumbrances
Lanao Del Norte Mixed-use (mall/hotel) No encumbrances
Davao Del Norte Mall No encumbrances
Bukidnon Mall No encumbrances
Mindanao Area Land bank No encumbrances

BUILDING AND IMPROVEMENTS


Metro Manila
Manila Mixed-use (mall/residential/hotel) No encumbrances
Residential/Office Building/Mixed-use
Quezon City (mall/residential/hotel/office) No encumbrances
Pasay City Residential No encumbrances
Mandaluyong City Mixed-use (mall/hotel/residential/office)/Hotel No encumbrances
Makati City Office Building/Residential No encumbrances
Residential/Mall/Office Building/
Pasig City Mixed-use (mall/hotel/residential)/Residential No encumbrances
Paranaque City Residential No encumbrances
Muntinlupa City Residential/Warehousing facility No encumbrances
Las Pinas City Mall No encumbrances
Taguig City Residential/Office Building No encumbrances
Malabon City Mall No encumbrances
San Juan City Residential/Hotel No encumbrances
Luzon
La Union Residential/Mall No encumbrances
Pangasinan Mall No encumbrances
Bulacan Mall/Residential No encumbrances
Nueva Ecija Mall No encumbrances
Pampanga Mall/Warehousing facility No encumbrances
Tarlac Mall/Office Building No encumbrances
Batangas Mall/Residential No encumbrances
Cavite Mall/Residential/Mixed-use (mall/hotel/residential) No encumbrances
Laguna Mall/Warehousing facility No encumbrances
Palawan Mixed-use (mall/hotel/residential) No encumbrances
Rizal Mall/Residential/Warehousing facility No encumbrances
Isabela Mall No encumbrances
Ilocos Norte Mixed-use (mall/office) No encumbrances
Camarines Sur Mall/Hotel/Office Building No encumbrances
Cagayan Mall/Hotel No encumbrances
Laguna Mall/Warehousing facility No encumbrances
Visayas
Iloilo Mall/Mixed-use (mall/hotel)/Office Building No encumbrances
Negros Occidental Mall/Hotel/Office Building No encumbrances
Cebu Hotel/Residential/Mixed-use (mall/hotel/residential/office) No encumbrances
Negros Oriental Mixed-use (mall/hotel) No encumbrances
Leyte Mall/Mixed-use (mall/hotel) No encumbrances
Capiz Mall No encumbrances
Antique Mall No encumbrances
Mindanao
Misamis Oriental Mall/Residential No encumbrances
Davao Del Sur Mall/Hotel/Office Building No encumbrances
South Cotabato Mall/Residential/Hotel No encumbrances

54
Location Use Status
Agusan Del Norte Mixed-use (mall/hotel) No encumbrances
Davao Del Norte Mall No encumbrances
Lanao Del Norte Mixed-use (mall/hotel) No encumbrances
Bukidnon Mall No encumbrances
China
Chengdu Residential No encumbrances

The Company owns all the land properties upon which all of its existing commercial
centers and offices are located, except for the following: (i) Robinsons Place Iloilo, (ii)
Robinsons Cagayan de Oro, (iii) Robinsons Cainta, (iv) Robinsons Pulilan, (v)
Robinsons Place Jaro, (vi) Cyber Sigma, and (vii) Robinsons Place Tuguegarao.
These seven land properties are leased at prevailing market rates. The leases for the
Iloilo and Cagayan de Oro properties are for 50 years each and commenced in
October 2001 and December 2002, respectively. The lease for the Cainta property is
for 25 years and commenced in December 2003. In 2022, the Company exercised its
renewal option further extending the lease for 25 years. The leases for the Pulilan,
Cyber Sigma, and Tuguegarao properties are for 25 years each and commenced in
January 2008, August 2014, and January 2018, respectively. Renewal options for
Pulilan, Cyber Sigma and Tuguegarao are available to the Company, with an Option
to Purchase the property and its improvements for Cyber Sigma. The lease for the
Jaro, Iloilo property is for 30 years and commenced in March 2015. Operating leases
of these land properties were accounted for under PFRS 16 in 2022, 2021 and 2020.
Total amortization of ROU assets and total interest expense on lease liabilities
amounted to P = 59.80 million and P = 174.58 million, respectively, or a total P
= 234.38
million expense in 2023, P = 73.48 million and P
= 177.42 million, respectively, or a total
P
= 250.90 million expense in 2022 and P = 59.45 million and P = 152.76 million,
respectively, or a total P= 212.21 million expense in 2021.

For calendar year 2024, the Company has appropriated approximately P= 22.00 billion
of its retained earnings for domestic capital expenditures which will be funded
through internally generated cash from operations and borrowings. The earmarked
amount is for the continuing capital expenditures of the Company for subdivision
land, condominium, residential units and other real estate properties for sale,
development and expansion of investment properties and property and equipment.

Item 3. Legal Proceedings

The Company and its subsidiaries and affiliates are not parties to, and their
respective properties are not the subject of, any material pending legal proceeding
that could be expected to have a material adverse effect on their financial results or
operations.

Item 4. Submission of Matters to A Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter
of the calendar year covered by this report.

55
Item 5. Regulatory and Environmental Matters

a) Shopping Malls

Shopping mall centers are regulated by the local government unit of the city or
municipality where the establishment is located. In line with this, mall
operators must secure the required mayor’s permit or municipal license before
operating. In addition, no mall shall be made operational without complying
first with the provisions of the fire code and other applicable local ordinances.
Furthermore, shopping malls with food establishments must obtain a sanitary
permit from the Department of Health. It is also compulsory for shopping malls
discharging commercial wastewater to apply for a wastewater discharge
permit from the DENR and to pay the fee incidental to the permit.

As a tourism-related establishment, shopping malls may obtain accreditation


from the Department of Tourism. A shopping mall can only be accredited upon
conformity with the minimum physical, staff and service requirements
promulgated by the Department of Tourism.

For the shopping malls owned by the Company, RLC has ensured that it is
compliant with all of the above regulations.

b) Residential Condominium and Housing and Land Projects

Presidential Decree No. 957 (The Subdivision and Condominium Buyers’


Protective Decree) as amended, is the principal statute which regulates the
development and sale of real property as part of a condominium project or
subdivision. The law covers subdivision projects and all areas included therein
for residential, commercial, industrial and recreational purposes as well as
condominium projects for residential or commercial purposes. It also sets out
standards for lower density developments.

Republic Act No. 4726 (The Condominium Act), on the other hand, is the
primary law governing condominiums. The law covers the legal definition of a
condominium, the rights of a unit owner, and the rules governing transfers,
conveyances and partitions in condominiums.

The Housing and Land Use Regulatory Board (HLURB) is the administrative
agency of the Government which, together with local government units,
enforces these laws and has jurisdiction to regulate the real estate trade and
business. Subdivision or condominium units may be sold or offered for sale
only after a license to sell (LTS) has been issued by the HLURB. The LTS
may be issued only against a performance bond posted to guarantee the
completion of the construction of the subdivision or condominium project and
compliance with applicable laws and regulations.

All subdivision and condominium plans are subject to approval by the relevant
Local Government Unit (LGU) in which the project is situated and by the
HLURB. The development of subdivision and condominium projects can

56
commence only after the HLURB has issued a development permit. Approval
of such plans is conditional on, among other things, the developer’s financial,
technical and administrative capabilities. Alterations of approved plans which
affect significant areas of the project, such as infrastructure and public
facilities, also require the prior approval of the LGU and HLURB.

Owners of or dealers in real estate projects are required to obtain licenses to


sell before making sales or other dispositions of lots or real estate projects.
Republic Act No. 9646 (The Real Estate Service Act of the Philippines)
provides that real estate consultants, appraisers, assessors and brokers must
pass the requisite exams and be duly registered and licensed by the
Professional Regulation Commission (PRC), while real estate salespersons,
or those who act of a real estate broker to facilitate a real estate transaction,
only need to be accredited by the PRC.

Project permits and the LTS may be suspended, cancelled or revoked by the
HLURB by itself or upon a verified complaint from an interested party for
reasons such as non-delivery of title to fully paid buyers or deviation from
approved plans. A license or permit to sell may only be suspended, cancelled
or revoked after notice to the developer has been served and all parties have
been given an opportunity to be heard in compliance with the HLURB’s rules
of procedure and other applicable laws.

Residential subdivision developments must comply with applicable laws and


standards regarding the suitability of the site, road access, necessary
community facilities, open spaces, water supply, the sewage disposal system,
electrical supply, lot sizes, the length of the housing blocks and house
construction. Under current regulations, a developer of a residential
subdivision is required to reserve at least 30% of the gross land area of such
subdivision for open space for common uses, which include roads and
recreational facilities. A developer of a commercial subdivision is required to
reserve at least 3.5% of the gross project area for parking and pedestrian
malls, but the minimum parking area requirement may be further increased by
ordinances promulgated by LGUs.

Republic Act No. 7279 (Urban Development and Housing Act of 1992), as
amended by Republic Act No. 10884, requires developers of proposed
subdivision projects to develop an area for socialized housing equivalent to at
least 15% of the total subdivision area or total subdivision project cost and at
least 5% of condominium area or project cost, at the option of the developer,
in accordance with the standards set by the HLURB. Alternatively, the
developer may opt to buy socialized housing bonds issued by various
accredited government agencies or enter into joint venture arrangements with
other developers engaged in socialized housing development. The Company
has benefited from providing low-income housing or projects of such types
which are financially assisted by the government. These policies and
programs may be modified or discontinued in the future.

The Government may also adopt regulations which may have the effect of
increasing the cost of doing business for real estate developers. Under R.A.

57
No. 10884, income derived by domestic corporations from the development
and sale of socialized housing is exempt from project related income taxes,
capital gains tax on raw lands used for the project, value-added tax for the
project contractor concerned, transfer tax for both raw completed projects, and
donor’s tax for lands certified by the LGUs to have been donated for socialized
housing purposes. Under the current Investment Priorities Plan issued by the
Board of Investments, mass housing projects including development and
fabrication of housing components, are eligible for government incentives
subject to certain policies and guidelines. In the future, since the sale of
socialized housing units comprise a portion of homes sold by the Company,
any changes in the tax treatment of income derived from the sale of socialized
housing units may affect the effective rate of taxation of the Company.

c) Hotels

To encourage inbound investments and economic growth, the Philippine


Board of Investments (BOI) as operated by the Department of Trade and
Industry (DTI), provides tax incentive packages to eligible businesses
operating in the Philippines. Enterprises that provide tourism-related services
fall under the eligible industries for these incentives.

All hotels and resorts operated by the Company are compliant with the Hotel
Code and registered with the Board of Investments.

Since the onset of the COVID-19 pandemic in 2021, the Philippine hospitality
industry has been subjected to various implementing rules and regulations set
by the government’s Inter-Agency Task Force (IATF) and Department of
Tourism. These guidelines are regularly updated according to the
requirements of community quarantine classifications intended to manage and
curb the pandemic. As the country eases out of the pandemic, government
restrictions on mobility and travel requirements have generally been lifted.

d) Zoning and Land Use

Under the agrarian reform law currently in effect in the Philippines and the
regulations issued thereunder by the DAR, land classified for agricultural
purposes as of or after 15 June 1988, cannot be converted to non-agricultural
use without the prior approval of DAR.

Land use may be also limited by zoning ordinances enacted by local


government units. Once enacted, land use may be restricted in accordance
with a comprehensive land use plan approved by the relevant local
government unit. Lands may be classified under zoning ordinances as
commercial, industrial, residential or agricultural. While a procedure for
change of allowed land use is available, this process may be lengthy and
cumbersome.

58
e) Special Economic Zone

The Philippine Economic Zone Authority (“PEZA”) is a government corporation


that operates, administers and manages designated special economic zones
(“Ecozones”) around the country. Ecozones, which are generally created by
proclamation of the President of the Philippines, are areas earmarked by the
government for development into balanced agricultural, industrial, commercial,
and tourist/recreational regions.

An Ecozone may contain any or all of the following: industrial estates, export
processing zones, free trade zones, and tourist/recreational centers. PEZA
registered enterprises locating in an Ecozone are entitled to fiscal and non-
fiscal incentives such as income tax holidays and duty-free importation of
equipment, machinery and raw materials.

Information technology (“IT”) enterprises offering IT services (such as call


centers, and business process outsourcing using electronic commerce) are
entitled to fiscal and non-fiscal incentives if they are PEZA-registered locators
in a PEZA-registered IT Park, IT Building, or Ecozone. An IT Park is an area
which has been developed into a complex capable of providing infrastructures
and other support facilities required by IT enterprises, as well as amenities
required by professionals and workers involved in IT enterprises, or easy
access to such amenities. An IT Building is an edifice, a portion or the whole
of which, provides such infrastructure, facilities and amenities.

PEZA requirements for the registration of an IT Park or IT Building differ


depending on whether it is located in or outside Metro Manila. These PEZA
requirements include clearances or certifications issued by the city or
municipal legislative council, the DAR, the National Water Resources Board,
and the DENR.

The Company actively seeks PEZA registration of its buildings, as this


provides significant benefits to the Company’s tenants. PEZA registration
provides significant tax incentives to those of the Company’s customers that
are PEZA-registered (they can, for example, avail themselves of income tax
incentives such as income tax holidays or 5% gross income taxation), thereby
making tenancy in the Company’s PEZA-registered buildings potentially more
attractive to them. As of calendar year 2023, a number of RLC malls and office
buildings are PEZA-registered.

f) Effect of Existing or Probable Governmental Regulations on the


Business

The existing regulatory and environmental/governmental regulations


mentioned under "items 5a-e" as well as possible governmental regulations on
the various business segments may affect the Company's profitability through
possible reduction in revenues.

59
The aggregate cost of compliance with environmental laws covering all
business segments including waste management, among others, amounted to
P
= 141.13 million, P
= 101.61 million and P
= 65.09 million in calendar years 2023,
2022 and 2021, respectively.

g) Effect of COVID-19 on the Business

Following the outbreak of the COVID-19 disease that started in Wuhan, Hubei,
China, on January 30, 2020, the World Health Organization declared the 2019
COVID-19 disease (“COVID-19”) outbreak a Public Health Emergency of
International Concern, and subsequently, with the continued increase in the
number of confirmed cases throughout the world, a pandemic on
March 11, 2020.

In response to the pandemic, the Philippine government took actions and


implemented quarantine measures at varying degrees starting March 16, 2020
which mandated the temporary closure and/or reduction in operating capacity
of non-essential shops and businesses, prohibited mass gatherings and all
means of public transportation, and restricted traveling through air, sea and
land in and out of country, except by diplomats and uniformed workers
(carrying medical supplies), among others. These measures have disrupted
supply chains, business operations, and workplace structures, forcing a shift in
priorities and short-term strategies.

As this global problem evolved, the Group continually adapted and adjusted its
business model according to the business environment in the areas where the
Group operates, in full cooperation with the national and local government
units.

RLC is cognizant of COVID-19’s potential material impact on its financial


performance, the execution of its plans and strategies, and its customers and
employees should the situation persist in the longer-term. Nonetheless, its
broad business footprint and diversified revenue stream helped cushion the
blow of this unprecedented event on the Company.

As of reporting date, the Group’s lifestyle centers have resumed commercial


operations. Hotel properties bounced back with the complete lifting of travel
restrictions, resurgence of domestic tourism, and reopening of international
borders. Office properties and industrial facilities remained fully operational
and construction works on projects have resumed accordingly.

60
PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 6. Market Information

As of December 31, 2023, the Company has an authorized capital stock of


P
= 8,200,000,000 consisting of 8,200,000,000 Common Shares, each with a par value
of P
= 1.00.

The Company's common stock is traded in the PSE under the stock symbol “RLC”.

Data on the quarterly price movement of its shares for the past three calendar years
are set forth below.

2023 2022 2021


Quarter High Low Close High Low Close High Low Close
1 15.00 14.64 14.70 20.90 20.20 20.50 18.10 17.70 17.96
2 14.40 14.18 14.28 17.72 16.96 17.24 17.70 17.26 17.28
3 15.24 15.00 15.18 16.48 15.62 16.48 16.20 15.90 16.00
4 15.94 15.80 15.94 14.98 14.72 14.96 19.20 18.56 19.20

Additional information as of March 21, 2024 are as follows:


Market High Low Close Market Capitalization
Price
P
= 16.74 P
= 16.60 P
= 16.72 P
= 80,910,445,645.92

Item 7. Dividends

Effective 2019, the Company adopted a new dividend policy upon the approval of the
Board. Under the dividend policy, the Company shall implement an annual cash
dividend pay-out ratio of at least twenty (20%) of its recurring net income for the
preceding year.

The payment of the Company’s dividends depends upon the earnings, cash flow and
financial condition of the Company, legal, regulatory and contractual restrictions, loan
obligations, and other factors that the Board of Directors may deem relevant.

RLC declared cash dividends for each of the calendar years 2023, 2022 and 2021.

On April 21, 2023, the Company declared a cash dividend of P = 0.52 per share from
unrestricted Retained Earnings as of December 31, 2022 to all stockholders on
record as of May 31, 2023, which were paid out on June 21, 2023.

On March 8, 2022, the Company declared a cash dividend of P = 0.50 per share from
unrestricted Retained Earnings as of December 31, 2021 to all stockholders on
record as of April 19, 2022, which were paid out on May 13, 2022.

61
In 2021, the Company declared a cash dividend of P
= 0.25 per share from unrestricted
Retained Earnings as of December 31, 2020 to all stockholders on record as of May
26, 2021, which were paid out on June 21, 2021.

On July 31, 2019, the Board of Directors of the Company approved the declaration of
property dividend, of up to one hundred million (100,000,000) common shares of
APVI in favor of the registered shareholders (the “Receiving Shareholders”) of the
Company as of August 15, 2019. The SEC approved the property dividend
declaration on November 15, 2019 and the Certificate Authorizing Registration was
issued by the Bureau of Internal Revenue on December 6, 2019.

The Receiving Shareholders received a ratio of one (1) share of APVI for every
51.9384 shares of the Company, net of applicable final withholding tax. No fractional
shares were issued and no shareholder was entitled to any fractional shares.

RLC’s unappropriated retained earnings include accumulated equity in undistributed


net earnings of subsidiaries amounting to P = 7.30 billion and P= 6.72 billion as of
December 31, 2023 and 2022, respectively. These amounts are not available for
dividend declaration until received in the form of dividends. Retained earnings are
further restricted for the payment of dividends to the extent of the cost of treasury
shares.

Furthermore, retained earnings are restricted for payment of dividends to the extent
of the amount appropriated for expansion totaling P= 22.00 billion, P
= 20.00 billion and
P
= 25.50 billion as of December 31, 2023, 2022 and 2021.

62
Item 8. Principal Shareholders

JG Summit, RLC’s controlling shareholder, owns approximately 65.44% of RLC’s


outstanding shares as at December 31, 2023.

The following table sets forth the Company’s top twenty (20) shareholders and their
corresponding number of shares held as of December 31, 2023:

Number of % of Total
Shares Outstanding
Name of Stockholders
Subscribed Shares
1 J.G. Summit Holdings, Inc. 2,496,114,787 51.58%
2 PCD Nominee Corporation (Filipino) 889,544,474 18.38%
3 PCD Nominee Corporation (Non-Filipino) 767,854,358 15.87%
4 JG Summit Holdings, Inc. 670,692,099 13.86%
5 Cebu Liberty Lumber 2,203,200 0.05%
6 James L. Go 2,139,344 0.04%
7 Quality Investments & Sec Corp. 903,000 0.02%
8 Alberto Mendoza &/or Jeanie Mendoza 532,800 0.01%
9 CHS Capital Holdings Corp. 350,000 0.01%
10 Samuel C. Uy 324,000 0.01%
11 Robina Yu Gokongwei 260,000 0.01%
12 Ong Tiong 204,996 0.00%
13 Lisa Yu Gokongwei 180,000 0.00%
14 FEBTC #103-00507 156,240 0.00%
15 Ching Tiong Keng and/or Cynthia D. Ching 150,000 0.00%
16 Francisco L. Benedicto 150,000 0.00%
17 Arthur C. Uy 144,000 0.00%
18 Catalino Macaraig Jr. and/or Araceli Macaraig 140,000 0.00%
19 Jolly Ting 136,800 0.00%
20 Chiong Tiong Keng 133,200 0.00%
OTHERS 6,828,188 0.16%
Total 4,839,141,486 100.00%

63
Item 9. Management’s Discussion and Analysis of Financial Condition
and Results of Operation

a) Results of Operations and Financial Condition

RLC derives its revenues from real estate operations and hotel operations.
Revenues from real estate operations account for approximately 89% of the
Company’s total revenues in 2023 and are derived from the lease of
commercial spaces in the various malls, the lease of space in office buildings
and industrial facilities, the sale of residential units from the Company’s various
housing projects and the sale of parcels of land. Approximately 11% of total
revenues are derived from hotel operations.

i. Year ended December 31, 2023 versus same period in 2022


Results of Operations

For the Years Ended Horizontal Vertical


December 31 Analysis Analysis
In Millions (except for Earnings per Share) 2023 2022 Inc. (Dec.) 2023 2022
REVENUES
Real Estate Operations
Rental income ₱18,690 ₱15,698 ₱2,991 19% 44% 34%
Real estate sales 9,840 20,105 (10,265) (51%) 23% 44%
Amusement income 782 437 345 79% 2% 1%
Others 8,144 6,935 1,209 17% 19% 15%
37,455 43,175 (5,720) (13%) 89% 95%
Hotel Operations 4,563 2,328 2,235 96% 11% 5%
42,018 45,503 (3,485) (8%) 100% 100%
COSTS
Real Estate Operations
Cost of rental services 5,509 5,443 66 1% 13% 12%
Cost of real estate sales 4,751 14,129 (9,378) (66%) 11% 31%
Cost of amusement services 341 205 135 66% 1% 0%
Others 4,794 4,709 85 2% 11% 10%
15,394 24,486 (9,092) (37%) 37% 54%
Hotel Operations 4,128 2,553 1,575 62% 10% 6%
19,523 27,040 (7,517) (28%) 46% 59%
22,495 18,463 4,032 22% 54% 41%
GENERAL AND ADMINISTRATIVE EXPENSES 5,160 4,351 809 19% 12% 10%
INCOME BEFORE OTHER INCOME (LOSSES) 17,336 14,112 3,223 23% 41% 31%

OTHER INCOME (LOSSES)


Interest expense (1,906) (1,231) (675) (55%) (5%) (3%)
Interest income 157 133 23 18% 0% 0%
Gain from insurance 137 - 137 - 0% -
Foreign exchange gain 1 213 (211) (99%) 0% 0%
Gain on sale of investment property - 11 (11) (100%) - 0%
Others - net (503) (180) (324) (180%) (1%) (0%)
(2,114) (1,053) (1,061) (101%) (5%) (2%)
INCOME BEFORE INCOME TAX 15,222 13,059 2,162 17% 36% 29%
PROVISION FOR INCOME TAX 1,849 1,927 (78) (4%) 4% 4%
NET INCOME ₱13,372 ₱11,132 ₱2,241 20% 32% 24%

Net Income Attributable to:


Equity holders of Parent Company ₱12,062 ₱9,750 ₱2,312 24% 29% 21%
Non-controlling interest in consolidated subsidiaries 1,310 1,382 (72) (5%) 3% 3%
₱13,372 ₱11,132 ₱2,241 20% 32% 24%

Basic/Diluted Earnings Per Share ₱2.46 ₱1.91 ₱0.55 29%

64
RLC generated total gross revenues of P = 42.02 billion for calendar year 2023,
a decrease of 8% from P = 45.50 billion the previous year mainly due to a high
base in 2022 on account of the recognition of revenues from CDXY’s Phase 2.
EBIT and EBITDA continue to improve coming in for a 23% increase to
P
= 17.34 billion and 18% increase to P = 22.82 billion, respectively. This translated
to a record consolidated net income of P = 13.37 billion, 20% higher versus the
same period last year. Meanwhile, net income attributable to equity
shareholders of the parent entity rose by 24% to P = 12.06 billion.

Robinsons Malls accounted for 38% of total company revenues to close at


P
= 16.21 billion in 2023, 24% higher versus previous year driven by sustained
strength of consumer spending and robust retail sales and on the back of
higher occupancy. Amusement revenues increased significantly by 79% due
to re-opening of more cinemas during calendar year 2023. Meanwhile,
EBITDA increased by 41% to P = 9.28 billion while EBIT ballooned by 94% to
P
= 5.85 billion year-on-year. Robinsons Malls continues to assert itself as the
second largest mall operator in the country highlighted by its 54 lifestyle
centers.

Robinsons Offices sustained its upward trajectory in 2023 with a 4% growth


from the previous year, posting revenues at P = 7.36 billion and contributed 18%
to consolidated revenues. This steady performance is primarily driven by the
sustained occupancy of majority of its portfolio, which consists of 31 quality
assets in strategic locations. EBITDA increased by 3% to P =6.38 billion behind
cost efficiencies while EBIT growth is flat at P
= 5.26 billion due to the full year
depreciation of offices completed in 2022.

RLC Residences and Robinsons Homes posted combined realized revenues


of P = 12.01 billion in 2023, contributing 28% to consolidated revenues. The
robust performance was driven by higher collections and faster completion of
the Company’s residential projects coupled with significant contribution from
its joint venture equity earnings. EBITDA and EBIT surged by 35% and 36% to
P
= 4.72 billion and P= 4.63 billion, respectively.

With the complete lifting of travel restrictions, resurgence of domestic tourism,


and re-opening of international borders, Robinsons Hotels and Resorts’
revenues almost doubled versus last year to P = 4.56 billion, accounting for 11%
of consolidated revenues. Higher average room rates, increased food and
beverage sales, and the revival of Meetings, Incentives, Conferences and
Exhibitions (MICE) events positioned RLC’s hospitality business on a
trajectory for solid financial performance in 2023. EBITDA climbed 303% to
P
= 1.12 billion; while EBIT rose by 293% to P = 0.43 billion.

Robinsons Logistics and Industrial Facilities continues to make strides in its


pursuit of becoming a market leader in the industrial and logistics sector.
Industrial leasing revenues accelerated by 24% versus last year to P = 0.69
billion in 2023 driven by the full-year contribution of new industrial facilities.
EBITDA and EBIT escalated 32% and 38% to end at P = 0.63 billion and P
= 0.48
billion, respectively.

65
Robinsons Destination Estates (formerly Integrated Developments Division)
realized revenues registered at P= 1.16 billion in 2023 from a portion of the
deferred gain on the sale of parcels of land to joint venture entities, an 80%
growth versus the previous year. EBITDA and EBIT amounted to P = 0.67 billion
during the period.

Cost of real estate sales is lower by 66% to P =4.75 billion since last year
includes Phase 2 of CDXY. Cost of amusement services notably increased by
66% from the previous year to P = 0.34 billion, also as a function of significantly
higher amusement revenues. Cost of hotel operations increased by 62% to
P
= 4.13 billion due to higher level of operations with the resurgence of tourism
and also due to newly opened hotel in 2023.

General and administrative expenses increased by 19% to P = 5.16 billion from


P
= 4.35 billion last year due to increase in advertising and promotions, salaries
and wages, and commission, among others.

Other income (losses) increased from (P


= 1.05 billion) last year to (P
= 2.11 billion)
this year mainly due to higher interest expense, lower gain from foreign
exchange which mainly relates to foreign currency denominated transactions
of the Company’s foreign subsidiary and higher share in net loss of a joint
venture.

66
Financial Position

As of December 31 Horizontal Vertical


In Millions 2023 2022 Inc. (Dec.) 2023 2022
ASSETS
Current Assets
Cash and cash equivalents ₱5,724 ₱8,278 (₱2,554) (31%) 2% 4%
Receivables 16,821 15,064 1,757 12% 7% 7%
Subdivision land, condominium and residential units for sale 35,685 32,512 3,173 10% 15% 15%
Other current assets 4,176 4,896 (720) (15%) 2% 2%
Total Current Assets 62,406 60,749 1,657 3% 26% 27%
Noncurrent Assets
Noncurrent receivables 7,354 6,389 965 15% 3% 3%
Investment properties 136,949 131,122 5,827 4% 58% 59%
Property and equipment 17,101 15,694 1,407 9% 7% 7%
Investments in associate, joint ventures and advances 6,325 2,805 3,520 125% 3% 1%
Right-of-use assets 1,368 1,427 (60) (4%) 1% 1%
Other noncurrent assets 4,187 5,250 (1,062) (20%) 2% 2%
Total Noncurrent Assets 173,284 162,687 10,597 7% 74% 73%
TOTAL ASSETS ₱235,690 ₱223,436 ₱12,253 5% 100% 100%

LIABILITIES AND EQUITY


Current Liabilities
Short-term loans ₱800 - ₱800 - 0% -
Accounts payable and accrued expenses 19,332 18,984 348 2% 8% 8%
Contract liabilities, deposits and other current liabilities 7,769 6,438 1,331 21% 3% 3%
Income tax payable 110 179 (69) (39%) 0% 0%
Current portion of loans payable 6,192 17,752 (11,560) (65%) 3% 8%
Total Current Liabilities 34,203 43,354 (9,151) (21%) 15% 19%
Noncurrent Liabilities
Loans payable - net of current portion 46,957 33,407 13,550 41% 20% 15%
Deferred tax liabilities - net 3,292 2,919 373 13% 1% 1%
Contract liabilities, deposits and other noncurrent liabilities 9,763 8,309 1,453 17% 4% 4%
Total Noncurrent Liabilities 60,012 44,635 15,376 34% 25% 20%
Total Liabilities 94,215 87,989 6,226 7% 40% 39%
Equity
Equity attributable to equity holders of the Parent Company
Capital Stock 5,194 5,194 - - 2% 2%
Additional paid-in capital 39,035 39,035 - - 17% 17%
Treasury stock (5,795) (2,567) (3,228) (126%) (2%) (1%)
Equity reserves 15,977 15,977 - - 7% 7%
Other comprehensive income (182) (48) (134) (278%) (0%) (0%)
Retained Earnings
Unappropriated 59,283 51,762 7,522 15% 25% 23%
Appropriated 22,000 20,000 2,000 10% 9% 9%
135,512 129,352 6,160 5% 57% 58%
Non-controlling interest 5,963 6,095 (132) (2%) 3% 3%
Total Equity 141,475 135,447 6,028 4% 60% 61%
TOTAL LIABILITIES AND EQUITY ₱235,690 ₱223,436 ₱12,253 5% 100% 100%

As of December 31, 2023, total assets of the Group stood at P


= 235.69 billion,
an increase of 5% from P
= 223.44 billion the previous year.

Cash and cash equivalents decreased by 31% to P = 5.72 billion mainly due to
capital expenditures and payment of maturing loans during the year, and
repurchase of shares valued at P
= 3.23 billion under the Company’s share

buyback program; offset by net increase in total loans, short-term and long-
term, amounting to P
= 2.79 billion.

67
Receivables (current and noncurrent) increased by 13% to P = 24.18 billion
mainly due to increase in installment contract receivables resulting from
additional sales reaching the equity threshold. Also, unrealized gross profit,
which is netted against installment contract receivables decreased due to
faster completion of projects.

Subdivision land, condominium and residential units for sale increased by 10%
to P
= 35.68 billion mainly due additional cost incurred on all ongoing projects.

Other current assets decreased by 15% to P = 4.18 billion from P


= 4.90 billion last
year mainly due to the release from escrow of cash held for land acquisitions
and application of advances to lot owners to land acquisitions.

Investment properties-net grew by 4% to P = 136.95 billion due to investments in


land as well as capital expenditures incurred for the ongoing construction and
development of real estate properties, opening of a new mall, net of
depreciation during the year. Property and equipment-net increased by 9%
versus last year to P
= 17.10 billion mainly due to the opening of a hotel in 2023
and ongoing constructions of upcoming projects.

Investments in joint ventures increased by 125% to P= 6.32 billion from P


= 2.80
billion last year due to additional investment and share in net income/loss
during the year.

Other noncurrent assets dropped by 20% to P = 4.19 billion from P


= 5.25 billion
last year mainly due to decrease in advances to lot owners and advances to
suppliers and contractors.

Total accounts payable and accrued expenses increased by 2% due to


additional capital expenditures.

Loans payable (current and noncurrent) posted a net increase of 5% to


P
= 53.95 billion mainly due to the net effect of additional issuance of bonds
during calendar year 2023, availment of short-term loans and settlement of
bonds and term loans with maturities in 2023. This resulted to a debt-to-equity
ratio of 40% as of December 31, 2023.

Contract liabilities, deposits (current and noncurrent) and other noncurrent


liabilities went up by 19% to P = 17.53 billion primarily due to increase in
deposits from real estate buyers and lessees.

Equity attributable to shareholders of the Parent Company as of December 31,


2023 stood at P = 135.51 billion. It grew by 5% from P = 129.35 billion last year
from the earnings in 2023 amounting to P = 12.06 billion, reduced by the
payment of cash dividends of P = 2.54 billion, and repurchase of shares vaued at
P
= 3.23 billion under the Company’s share buyback program which was
launched in November 2021.

68
Key Performance Indicators

A summary of RLC’s key performance indicators for the calendar year follows:

2023 2022
Gross revenues P
= 42.02 billion P
= 45.50 billion
EBIT 17.33 billion 14.11 billion
EBITDA 22.82 billion 19.35 billion
Net income 13.37 billion 11.13 billion
Earnings per share 2.46 1.91
Net book value per share 28.01 25.59
Current ratio 1.80:1 1.40:1
Debt-to-equity ratio 0.40:1 0.40:1
Interest coverage ratio 6.45:1 7.32:1
Asset to equity ratio 1.67:1 1.65:1
Operating margin ratio 0.41:1 0.31:1

Capital additions and additions to subdivision land, condominium and


residential units for sale for the calendar year ended December 31, 2023
amounted to P =18.77 billion, funding of which was sourced from proceeds from
borrowings and internally generated funds.

69
ii. Year ended December 31, 2022 versus same period in 2021

Results of Operations

For the Years Ended Horizontal Vertical


December 31 Analysis Analysis
In Millions (except for Earnings per Share) 2022 2021 Inc. (Dec.) 2022 2021
REVENUES
Real Estate Operations
Rental income ₱15,698 ₱11,056 ₱4,642 42% 34% 30%
Real estate sales 20,105 19,018 1,086 6% 44% 52%
Amusement income 437 3 434 13k% 1% 0%
Others 6,935 5,260 1,675 32% 15% 14%
43,175 35,337 7,838 22% 95% 97%
Hotel Operations 2,328 1,202 1,126 94% 5% 3%
45,503 36,539 8,964 25% 100% 100%
COSTS
Real Estate Operations
Cost of rental services 5,443 5,575 (132) (2%) 12% 15%
Cost of real estate sales 14,129 13,344 785 6% 31% 37%
Cost of amusement services 205 2 204 13k% 0% 0%
Others 4,709 3,083 1,626 53% 10% 8%
24,486 22,003 2,483 11% 54% 60%
Hotel Operations 2,553 1,375 1,179 86% 6% 4%
27,040 23,378 3,662 16% 59% 64%
18,463 13,161 5,302 40% 41% 36%
GENERAL AND ADMINISTRATIVE EXPENSES 4,351 3,448 903 26% 10% 9%
INCOME BEFORE OTHER INCOME (LOSSES) 14,112 9,714 4,399 45% 31% 27%

OTHER INCOME (LOSSES) (1,053) (1,234) 180 15% (2%) (3%)

INCOME BEFORE INCOME TAX 13,059 8,480 4,579 54% 29% 23%
PROVISION FOR INCOME TAX 1,927 (20) 1,948 10k% 4% (0%)
NET INCOME ₱11,132 ₱8,501 ₱2,631 31% 24% 23%

Net Income Attributable to:


Equity holders of Parent Company ₱9,750 ₱8,063 ₱1,687 21% 21% 22%
Non-controlling interest in consolidated subsidiaries 1,382 438 944 216% 3% 1%
₱11,132 ₱8,501 ₱2,631 31% 24% 23%

Basic/Diluted Earnings Per Share ₱1.91 ₱1.55 ₱0.36 23%

RLC generated total gross revenues of P = 45.50 billion for calendar year 2022,
an increase of 25% from P = 36.54 billion the previous year on account of the
sales recognition of residential projects, success of leasing activities across its
investment properties, and accelerated recovery of consumption in the malls.
EBIT and EBITDA continue to improve coming in for a 45% increase to
P
= 14.11 billion and 29% increase to P =19.35 billion, respectively. This translated
to a record consolidated net income of P = 11.13 billion, 31% higher versus the
same period last year. Meanwhile, net income attributable to equity
shareholders of the parent entity rose by 21% to P = 9.75 billion.

Robinsons Malls accounted for 29% of total company revenues to close at


P
= 13.03 billion in 2022, 58% higher versus previous year following the lifting of
tenant concessions, resurgence of foot traffic in stores, and improved
consumer spending during the holiday season. Amusement revenues

70
increased significantly by 12,802% due to partial re-opening of cinemas during
calendar year 2022. Meanwhile, EBITDA increased by 70% to P = 6.58 billion
while EBIT ballooned by 1,484% to P = 3.02 billion year-on-year. Robinsons
Malls continues to assert itself as the second largest mall operator in the
country highlighted by its 53 lifestyle centers.

Robinsons Offices sustained its upward trajectory in 2022 with an 9% growth


from the previous year, posting revenues at P
= 7.06 billion and contributed 16%
to consolidated revenues. This steady performance is primarily driven by the
strength of its portfolio, which consists of 31 quality assets in strategic
locations boosted by the successful leasing activities in new buildings namely,
Cyber Omega in Ortigas Center, Cybergate Iloilo 1 and Bridgetowne East
Campus One. EBITDA increased by 10% to P =6.20 billion behind cost
efficiencies while EBIT grew by 12% to P
= 5.27 billion due to lower depreciation.

RLC Residences and Robinsons Homes posted combined realized revenues


of P
= 9.10 billion in 2022, contributing 20% to consolidated revenues. The
robust performance was driven by increased collections from RLC home/unit
buyers, faster completion of the Company’s residential projects and
remarkable contribution from its joint venture equity earnings. EBITDA and
EBIT surged by 54% and 60% to P = 3.51 billion and P
= 3.41 billion, respectively.

Chengdu Ban Bian Jie, accounted for 28% or P = 12.78 billion of the Company’s
total revenues from Phase 2 of the project. Both EBITDA and EBIT ended at
P
= 1.90 billion. 96% of the entire project have been sold. Furthermore, RLC has
recovered 100% of its invested capital with the repatriation of US$224.5
million as of December 31, 2022.

With the significant easing of travel restrictions, resurgence of domestic


tourism, and re-opening of international borders, Robinsons Hotels and
Resorts’ revenues rose 94% versus last year to P = 2.33 billion, accounting for
5% of consolidated revenues. Higher average room rates, increased food and
beverage sales and the resurgence of MICE events positioned RLC’s
hospitality business for a strong recovery. Notwithstanding pre-operating
expenses from new hotel developments, EBITDA climbed 13% to P = 0.28 billion
on the back of operational efficiencies; while depreciation from new hotels
dragged EBIT to a loss of P
= 0.22 billion.

Robinsons Logistics and Industrial Facilities continues to make strides in its


pursuit of becoming a market leader in the industrial and logistics sector.
Industrial leasing revenues accelerated by 57% versus last year to P = 0.56
billion in 2022 driven by the full-year contribution of new industrial. EBITDA
and EBIT escalated 48% and 41% to end at P = 0.48 billion and P
= 0.35 billion,
respectively.

Robinsons Destination Estates realized revenues registered at P


= 0.65 billion in
2022 from the deferred gain on the sale of parcels of land to joint venture
entities yielding an EBITDA and EBIT of P
= 0.39 billion.

71
Cost of real estate sales went up by 6% to P = 14.13 billion from P
= 13.34 billion
last year as a function of increased realized sales. Cost of amusement
services notably increased by 12,757% from the previous year to P = 0.21 billion,
also as a function of significantly higher amusement revenues. Cost of hotel
operations increased by 86% to P = 2.55 billion due to higher level of operations
with the resurgence of tourism and also due to newly opened hotels in 2022.

General and administrative expenses increased by 26% to P = 4.35 billion from


P
= 3.45 billion last year due to increase in taxes and licenses, advertising and
promotions, salaries and wages, and commission, among others.

Interest income was lower at P


= 0.13 billion from P
= 0.17 billion last year due to
lower average balance of cash and cash equivalents during the calendar year
2022.

Gain or loss from foreign exchange mainly relates to foreign currency


denominated transactions of the Company’s foreign subsidiary.

Gain on sale of property and equipment mainly pertains to sale of retired


transportation equipment.

Gain from insurance pertains to claims collected from insurance providers


during the year.

72
Financial Position

As of December 31 Horizontal Vertical


In Millions 2022 2021 Inc. (Dec.) 2022 2021
ASSETS
Current Assets
Cash and cash equivalents ₱8,278 ₱18,650 (₱10,372) (56%) 4% 8%
Receivables 15,064 15,493 (429) (3%) 7% 7%
Subdivision land, condominium and residential units for sale 32,512 37,679 (5,168) (14%) 15% 17%
Other current assets 4,896 4,755 141 3% 2% 2%
Total Current Assets 60,749 76,577 (15,827) (21%) 27% 34%
Noncurrent Assets
Noncurrent receivables 6,389 7,550 (1,161) (15%) 3% 3%
Investment properties 131,122 124,939 6,183 5% 59% 55%
Property and equipment 15,694 8,690 7,004 81% 7% 4%
Investments in joint ventures 2,805 2,591 214 8% 1% 1%
Right-of-use assets 1,427 1,199 229 19% 1% 1%
Other noncurrent assets 5,250 6,405 (1,155) (18%) 2% 3%
Total Noncurrent Assets 162,687 151,373 11,314 7% 73% 66%
₱223,436 ₱227,950 (₱4,514) (2%) 100% 100%

LIABILITIES AND EQUITY


Current Liabilities
Accounts payable and accrued expenses ₱18,984 ₱17,699 ₱1,285 7% 8% 8%
Current portion of loans payable 17,752 10,791 6,962 65% 8% 5%
Contract liabilities, deposits and other current liabilities 6,438 19,793 (13,355) (67%) 3% 9%
Income tax payable 179 31 149 488% 0% 0%
Total Current Liabilities 43,354 48,313 (4,959) (10%) 19% 21%
Noncurrent Liabilities
Contract liabilities, deposits and other noncurrent liabilities 8,309 9,798 (1,488) (15%) 4% 4%
Loans payable - net of current portion 33,407 36,252 (2,846) (8%) 15% 16%
Deferred tax liabilities - net 2,919 3,237 (318) (10%) 1% 1%
Total Noncurrent Liabilities 44,635 49,287 (4,652) (9%) 20% 22%
Total Liabilities 87,989 97,600 (9,611) (10%) 39% 43%
Equity
Equity attributable to equity holders of the Parent Company
Capital Stock 5,194 5,194 - - 2% 2%
Additional paid-in capital 39,035 39,040 (6) (0%) 17% 17%
Treasury stock (2,567) (438) (2,129) (486%) (1%) (0%)
Equity reserves 15,977 17,701 (1,725) (10%) 7% 8%
Other comprehensive income (48) (59) 11 19% (0%) (0%)
Retained Earnings
Unappropriated 51,762 39,069 12,693 32% 23% 17%
Appropriated 20,000 25,500 (5,500) (22%) 9% 11%
129,352 126,007 3,345 3% 58% 55%
Non-controlling interest 6,095 4,343 1,752 40% 3% 2%
Total Equity 135,447 130,350 5,097 4% 61% 57%
TOTAL LIABILITIES AND EQUITY ₱223,436 ₱227,950 (₱4,514) (2%) 100% 100%

As of December 31, 2022, total assets of the Group stood at P


= 223.44 billion, a
decrease of 2% from P
= 227.95 billion the previous year.

Cash and cash equivalents decreased by 56% to P = 8.28 billion mainly due to
capital expenditures and payment of maturing loans during the year, and
repurchase of shares vaued at P = 2.13 billion under the Company’s share
buyback program; offset by availment of short-term loans and issuance of
P
= 15.00 billion bonds.

Receivables (current and noncurrent) decreased by 7% to P = 21.45 billion


mainly due to collection of receivables from prior year’s sale of lot, rental, and
installment contracts receivable.

73
Subdivision land, condominium and residential units for sale decreased by
14% to P = 32.51 billion mainly due to the recognition of the related cost of sales
for the Company’s Chengdu Ban Bian Jie project.

Investment properties-net grew by 5% to P = 131.12 billion due to investments in


land as well as capital expenditures incurred for the ongoing construction and
development of real estate properties, net of depreciation during the year.
Property and equipment-net increased by 81% versus last year to P = 15.69
billion mainly due to the opening of new hotels in 2022.

Investments in joint ventures increased by 8% to P


= 2.80 billion from P
= 2.59 last
year due to additional investment and share in net income/loss during the
year.

Right-of-use (ROU) assets totaling P


= 1.43 billion as of December 31, 2022
increased by 19% mainly due to new lease contracts entered into during the
year.

Other noncurrent assets dropped by 18% to P = 5.25 billion from P


= 6.40 billion
last year mainly due to decrease in advances to lot owners.

Total accounts payable and accrued expenses increased by 7% due to


additional capital expenditures.

Loans payable (current and noncurrent) posted a net increase of 9% to


P
= 51.16 billion mainly due to the net effect of additional issuance of bonds
during calendar year 2022 and settlement of bonds and term loans with
maturities in 2022. This resulted to a debt-to-equity ratio of 40% as of
December 31, 2022.

Deposits (current and noncurrent) and Other liabilities declined by 50% to


P
= 14.75 billion primarily due to the decrease in deposits from real estate
buyers.

Income tax payable increased by 488% to P = 0.18 billion due to higher taxable
income this year compared to last year. The decrease in deferred tax
liabilities-net of 10% to P
= 2.92 billion is mainly attributed to to the tax effect of
the excess of real estate revenue based on percentage-of-completion over
real estate revenue based on tax rules.

Equity attributable to shareholders of the Parent Company as of December 31,


2022 stood at P = 129.35 billion. It grew by 3% from P = 126.01 billion last year
from the earnings in 2022 amounting to P = 9.75 billion, reduced by the payment
of cash dividends of P = 2.55 billion, repurchase of shares vaued at
P
= 2.13 billion under the Company’s share buyback program which was
launched in November 2021 and decrease in equity reserves due to transfer
of assets to subsidiary amounting to P = 1.72 billion.

74
Key Performance Indicators

A summary of RLC’s key performance indicators for the calendar year follows:

2022 2021
Gross revenues P
= 45.50 billion P
= 36.54 billion
EBIT 14.11 billion 9.71 billion
EBITDA 19.35 billion 14.96 billion
Net income 11.13 billion 8.50 billion
Earnings per share 1.91 1.55
Net book value per share 25.59 24.37
Current ratio 1.40:1 1.59:1
Debt-to-equity ratio 0.40:1 0.37:1
Interest coverage ratio 7.32:1 4.19:1
Asset to equity ratio 1.65:1 1.75:1
Operating margin ratio 0.31:1 0.27:1

Capital additions and additions to subdivision land, condominium and


residential units for sale for the calendar year ended December 31, 2022
amounted to P =25.25 billion, funding of which was sourced from proceeds from
borrowings and internally generated funds.

75
iii. Year ended December 31, 2021 versus same period in 2020

Results of Operations

For the Years Ended Horizontal Vertical


December 31 Analysis Analysis
In Millions (except for Earnings per Share) 2021 2020 Inc. (Dec.) 2021 2020
REVENUES
Real Estate Operations
Rental income ₱11,056 ₱10,617 ₱439 4% 30% 38%
Real estate sales 19,018 11,850 7,168 60% 52% 42%
Amusement income 3 219 (216) (98%) 0% 1%
Others 5,260 4,257 1,003 24% 14% 15%
35,337 26,943 8,394 31% 97% 96%
Hotel Operations 1,202 1,083 119 11% 3% 4%
36,539 28,026 8,513 30% 100% 100%
COSTS
Real Estate Operations
Cost of rental services 5,575 5,341 234 4% 15% 19%
Cost of real estate sales 13,344 6,161 7,183 117% 37% 22%
Cost of amusement services 2 93 (91) (98%) 0% 0%
Others 3,083 3,002 81 3% 8% 11%
22,003 14,596 7,407 51% 60% 52%
Hotel Operations 1,375 1,348 27 2% 4% 5%
23,378 15,944 7,434 47% 64% 57%
13,161 12,082 1,079 9% 36% 43%
GENERAL AND ADMINISTRATIVE EXPENSES 3,448 3,588 (141) (4%) 9% 13%
INCOME BEFORE OTHER INCOME (LOSSES) 9,714 8,494 1,220 14% 27% 30%

OTHER INCOME (LOSSES) (1,234) (1,488) 254 17% (3%) (5%)

INCOME BEFORE INCOME TAX 8,480 7,006 1,474 21% 23% 25%
PROVISION FOR INCOME TAX (20) 1,747 (1,767) (101%) (0%) 6%
NET INCOME ₱8,501 ₱5,259 ₱3,241 62% 23% 19%

Net Income Attributable to:


Equity holders of Parent Company ₱8,063 ₱5,264 ₱2,799 53% 22% 19%
Non-controlling interest in consolidated subsidiaries 438 (4) 442 10k% 1% (0%)
₱8,501 ₱5,259 ₱3,241 62% 23% 19%

Basic/Diluted Earnings Per Share ₱1.55 ₱1.01 ₱0.54 53%

RLC generated total gross revenues of P = 36.54 billion for calendar year 2021,
an increase of 30% from P = 28.03 billion the previous year with strong organic
growth fuelled by improved customer demand across RLC’s core businesses,
the sale of parcels of land within the Bridgetowne East Destination Estate, and
the continued success of the Chengdu Ban Bian Jie project in China. EBIT
and EBITDA increased by 14% to P = 9.71 billion and 9% to P = 14.96 billion,
respectively. This translated to a consolidated net income of P = 8.50 billion,
62% greater versus the same period last year. Meanwhile, net income
attributable to equity shareholders of the parent entity rose by 53% to
P
= 8.06 billion.

As at January 1, 2021, the Company adopted PIC Q&A 2018-12 on


Accounting for Common Usage Service Area (CUSA) retrospectively. Under
PIC Q&A No. 2018-12 , the Company determined that it is acting as a principal

76
for CUSA and air-conditioning services because it retains the right to direct the
service provider of maintenance, janitorial and security to the leased premises,
and air-conditioning, respectively. As a result, revenues from CUSA and air-
conditioning charges are presented gross of related expenses in the statement
of comprehensive income for the years ending 2021, 2020 and 2019.

Robinsons Malls accounted for 23% of total company revenues to close at


P
= 8.25 billion in 2021, 3% lower versus previous year. The performance of the
Company’s lifestyle centers continued to rebound since the implementation of
quarantine restrictions in March last year. The steep slump in mall revenues
continued to shrink sequentially every quarter. Meanwhile, EBITDA and EBIT
decreased by 6% to P = 3.86 billion and 53% to P
= 0.19 billion, respectively, as
cash operating expenses are flattish while depreciation and amortization
dropped by 1%.

Encouraged by the resilient IT-BPM industry, Robinsons Offices finished the


year strong and contributed 18% to consolidated revenues. Stable and high
occupancy across existing assets, as well as rental escalations, carried
revenues to a 9% increase to end at P = 6.49 billion. EBITDA closed at P
= 5.66
billion, while EBIT ended at P
= 4.73 billion, up by 11% and 13%, respectively.

In 2021, the Company embarked on a rebranding strategy and launched “RLC


Residences” – a single, integrated brand identity for its vertical projects. RLC
Residences and Robinsons Homes posted combined realized revenues of
P
= 6.34 billion in 2021, contributing 17% to consolidated revenues. EBITDA and
EBIT ended at P = 2.27 billion and P
= 2.14 billion, respectively.

Chengdu Ban Bian Jie, accounted for 30% or P = 10.94 billion of the Company’s
total revenues following the turnover of the residential units from Phase 1 after
its successful launch in 2018. Both EBITDA and EBIT ended at P =1.04 billion.
95% of the entire project have been sold, while construction for Phase 2 is
almost complete. Furthermore, RLC has recovered 89% of its invested capital
with the repatriation of US$200 million in 2021.

With the gradual easing of travel restrictions and the re-opening of some
tourist destinations, Robinsons Hotels and Resorts received demand for
quarantine accommodations and long-stay bookings. Accounting for 3% of
consolidated revenues, hotel revenues rose 11% to P = 1.20 billion versus a year
ago. EBITDA accelerated 60% to P = 0.25 billion on the back of operational
efficiencies; while depreciation from new hotels dragged EBIT to a loss of
P
= 0.17 billion.

Robinsons Logistics and Industrial Facilities capitalized on the rising


opportunities in the logistics sector and achieved a 50% surge in revenues in
2021 to P = 0.35 billion. Similarly, EBITDA and EBIT climbed 76% and 89% to
P
= 0.32 billion and P
= 0.25 billion, respectively.

Meanwhile, the Company crystalized the value of its destination estates from
the sale of prime lots to Shang Robinsons Properties, Inc. (SRPI) and RHK
Land Corporation (RHK), two of the most recognized real estate names in

77
Asia. Realized revenues registered at P = 2.97 billion in 2021 yielding an
EBITDA of P= 1.55 billion and EBIT of P
= 1.54 billion. SRPI and RHK acquired a
total of over 2.6 hectares of land inside the 31-hectare master-planned
Bridgetowne Destination Estate.

Interest income was lower at P


= 0.17 billion from P
= 0.24 billion last year due to
lower average balance of cash and cash equivalents during the calendar year
2021.

Cost of real estate sales went up by 117% to P


= 13.34 billion from P
=6.16 billion
last year due to increase as a function of increased realized sales. Cost of
amusement services declined by 98% to P = 0.02 billion as most of cinema
operations remained suspended following IATF protocols.

Gain or loss from foreign exchange mainly relates to foreign currency


denominated transactions of the Company’s foreign subsidiary.

Gain on sale of property and equipment mainly pertains to sale of retired


transportation equipment.

Gain from insurance pertains to claims collected from insurance providers


during the year.

78
Financial Position

As of December 31 Horizontal Vertical


In Millions 2021 2020 Inc. (Dec.) 2021 2020
ASSETS
Current Assets
Cash and cash equivalents ₱18,650 ₱14,004 ₱4,646 33% 8% 6%
Receivables 15,493 14,430 1,063 7% 7% 6%
Subdivision land, condominium and residential units for sale 37,679 41,252 (3,572) (9%) 17% 18%
Other current assets 4,755 9,267 (4,512) (49%) 2% 4%
Total Current Assets 76,577 78,953 (2,376) (3%) 34% 35%
Noncurrent Assets
Noncurrent receivables 7,550 7,861 (312) (4%) 3% 3%
Investment properties 124,939 109,418 15,521 14% 56% 48%
Property and equipment 8,690 8,508 182 2% 4% 4%
Investments in joint ventures 2,591 2,373 218 9% 1% 1%
Right-of-use assets 1,199 1,112 87 8% 1% 0%
Other noncurrent assets 6,405 6,975 (570) (8%) 3% 3%
Total Noncurrent Assets 151,373 136,247 15,126 11% 68% 60%
₱227,950 ₱215,201 ₱12,749 6% 102% 94%

LIABILITIES AND EQUITY


Current Liabilities
Accounts payable and accrued expenses ₱17,699 ₱14,864 ₱2,835 19% 8% 7%
Current portion of loans payable 10,791 6,655 4,136 62% 5% 3%
Contract liabilities, deposits and other current liabilities 19,793 31,332 (11,540) (37%) 9% 14%
Income tax payable 31 123 (92) (75%) 0% 0%
Total Current Liabilities 48,313 52,975 (4,662) (9%) 22% 23%
Noncurrent Liabilities
Contract liabilities, deposits and other noncurrent liabilities 9,798 7,768 2,029 26% 4% 3%
Loans payable - net of current portion 36,252 46,949 (10,696) (23%) 16% 21%
Deferred tax liabilities - net 3,237 4,791 (1,554) (32%) 1% 2%
Total Noncurrent Liabilities 49,287 59,508 (10,221) (17%) 22% 26%
Total Liabilities 97,600 112,483 (14,883) (13%) 44% 49%
Equity
Equity attributable to equity holders of the Parent Company
Capital Stock 5,194 5,194 - - 2% 2%
Additional paid-in capital 39,040 39,041 (1) (0%) 17% 17%
Treasury stock (438) - (438) - (0%) -
Equity reserves 17,701 - 17,701 - 8% -
Other comprehensive income (59) (218) 159 73% (0%) (0%)
Retained Earnings
Unappropriated 39,069 31,822 7,247 23% 17% 14%
Appropriated 25,500 26,000 (500) (2%) 11% 11%
126,007 101,839 24,167 24% 56% 45%
Non-controlling interest 4,343 879 3,464 394% 2% 0%
Total Equity 130,350 102,718 27,632 27% 58% 45%
TOTAL LIABILITIES AND EQUITY ₱227,950 ₱215,201 ₱12,749 6% 102% 94%

As of December 31, 2021, total assets of the Group stood at P


= 227.95 billion, a
growth of 6% from P
= 215.20 billion the previous year.

Cash and cash equivalents increased by 33% to P = 18.65 billion mainly from
internally-generated funds and gross proceeds from the landmark initial public
offering of RLC’s real estate investment trust, RL Commercial REIT, Inc.
amounting to P= 23.43 billion; offset by capital expenditures for the year.

Subdivision land, condominium and residential units for sale decreased by 9%


to P
= 37.68 billion mainly due to the recognition of revenues from Chengdu Ban
Bian Jie project.

79
Other current assets decreased by 49% to P= 4.75 billion from P
= 9.27 billion last
year mainly due to the release from escrow of cash held for land acquisitions,
decrease in net input VAT and advances to lot owners and amortization of
prepaid expenses.

Investment properties - net grew by 14% to P = 124.94 billion mainly due to


investments in land as well as capital expenditures incurred for the ongoing
construction and development of real estate properties, net of depreciation
during the year.

Investments in joint ventures increased by 9% to P = 2.59 billion from P


= 2.37
billion last year due to the investment in GoTyme.

Right-of-use (ROU) assets totaling P


= 1.20 billion as of December 31, 2021
increased by 8% mainly due to new lease contracts entered into during the
year.

Other noncurrent assets dropped by 8% to P = 6.40 billion from P


= 6.98 billion last
year mainly due to lower level of advances to lot owners.

Accounts payable and accrued expenses totaling P = 17.70 billion grew by 19%
versus last year’s P
= 14.86 billion due to higher level of capital expenditures.

Loans payable (current and noncurrent) posted a net decrease of 12% to


P
= 47.04 billion mainly due to the settlement of a long-term bank loan.

Deposits (current and noncurrent) and Other liabilities declined by 24% to


P
= 29.59 billion primarily due to the decrease in deposits from real estate
buyers.

The decrease in deferred tax liabilities - net of 32% to P


= 3.24 billion is mainly
attributable to the adjustment in the deferred income tax provision
accumulated in previous years arising from the reduction in corporate income
tax from 30% to 25% pursuant to the enactment of the CREATE law.

Equity attributable to shareholders of the Parent Company as of December 31,


2021 stood at P = 126.01 billion. It grew by 24% from P = 101.84 billion last year
from the earnings in 2021 amounting to P = 8.50 billion and equity reserves from
the sale of investment in RCR amounting to P = 17.70 billion, reduced by the
payment of cash dividends of P = 1.30 billion and repurchase of shares vaued at
P
= 0.44 billion under the Company’s share buyback program.

80
Key Performance Indicators

A summary of RLC’s key performance indicators for the calendar year follows:

2021 2020
Gross revenues P
= 36.54 billion P
= 28.03 billion
EBIT 9.71 billion 8.49 billion
EBITDA 14.96 billion 13.68 billion
Net income 8.50 billion 5.26 billion
Earnings per share 1.55 1.01
Net book value per share 24.37 19.61
Current ratio 1.59:1 1.49:1
Debt-to-equity ratio 0.37:1 0.53:1
Interest coverage ratio 4.19:1 3.70:1
Asset to equity ratio 1.75:1 2.10:1
Operating margin ratio 0.27:1 0.30:1

Capital additions and additions to subdivision land, condominium and


residential units for sale for the calendar year ended December 31, 2021
amounted to P =27.31 billion, funding of which was sourced from proceeds from
borrowings and internally generated funds.

81
Item 10. Trends, Events or Uncertainties that have had or that are reasonably
expected to affect revenues and income

There are no known trends, events or uncertainties that have had or that are
reasonably expected to have a material effect on revenues or income from
continuing operations.

The Company currently derives substantially all of its revenues and income from
its property investment and development businesses in the Philippines. Their
performance and profitability are anchored on the strength of the Philippine
economy that is largely driven by private consumption, remittances from OFWs,
growth of the IT-BPM sector, flourishing tourism industry, and a low interest rate
environment.

There are (i) no significant elements of income or loss that did not arise from
the registrant's continuing operations, (ii) no material off-balance sheet
transactions, arrangements, obligations (including contingent obligations), and
other relationships of the Company with unconsolidated entries or other
persons created during the reporting period, or (iii) no event that may trigger
direct or contingent financial obligation that is material to the company,
including any default or acceleration of an obligation.

Except for income generated from retail leasing, there are no seasonal
aspects that have a material effect on RLC’s financial conditions or results of
operations, there are no seasonal aspects that had a material effect on the
financial condition or results of operations.

Item 11. Financial Statements

The consolidated financial statements and schedules listed in the accompanying


Index to Consolidated Financial Statements and Supplementary Schedules
(page 178) are filed as part of this Form 17-A (pages 179 to 318).

82
Item 12. Information on Independent Accountant and Other Related Matters

a) External Audit Fees and Services

Audit and Audit-Related Fees

The table below sets forth the aggregate fees billed to the Company for each
of the last two years for professional services rendered by Sycip, Gorres
Velayo & Co.:

Particulars 2023 2022


Audit and Audit-Related Fees
Fees for services that are normally provided by
the external auditor in connection with statutory
and regulatory filings or engagements ................................
P= 9,590,160 P
= 9,384,200
All other fees .....................................................................................
2,838,000 3,150,430
TOTAL .............................................................................................
P= 12,428,160 P
= 12,534,630

There were no other significant professional services rendered by the external


auditors during the period.

b) Changes in and Disagreements with Accountants on Accounting and


Financial Disclosure

There were no disagreements with the external auditors of the Company on


accounting and financial disclosures.

83
Item 13. Security Ownership of Certain Record and Beneficial Owners and
Management

a) Security Ownership of Certain Record and Beneficial Owners

As of December 31, 2023, the following are the owners of the Company’s
common stock in excess of 5% of total outstanding shares:

Names of
Name and addresses
beneficial owner No. of % to Total
Title of of record owners and
and relationship Citizenship shares held Outstanding
Class relationship with the Company
with record owner
Common JG Summit Holdings, Inc. 1 Same as record Filipino 3,166,806,886 65.44%
43/F Robinsons Equitable Tower, owner
ADB Avenue corner (See note 1)
Poveda Street, Ortigas Center,
Pasig City
(stockholder)
Common PCD Nominee Corporation 2 PCD Participants Filipino 889,544,474 18.38%
(Filipino) and their clients
(See note 2)
37/F Tower I, The Enterprise
Center 6766 Ayala Ave. corner
Paseo de Roxas, Makati City
(stockholder)
Common PCD Nominee Corporation PCD Participants Non-Filipino 767,854,358 15.87%
(Non-Filipino) and their clients
37/F Tower I, The Enterprise (See note 2)
Center 6766 Ayala Ave. corner
Paseo de Roxas, Makati City
(stockholder)
Notes:
1
The Chairman and the President of JG Summit Holdings Inc. (JGSHI) are both empowered under its by-laws to
vote any and all shares owned by JGSHI, except as otherwise directed by its board of directors. The incumbent
Chairman and Chief Executive Officer and President and Chief Operating Officer of JGSHI are Mr. James L. Go
and Mr. Lance Y. Gokongwei, respectively.
2
PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent.
PCD Nominee Corporation is a corporation wholly owned by the Philippine Depository and Trust Corporation,
Inc. (formerly the Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal
title holder of all shares of stock lodged in the PDTC. PDTC is a private corporation organized to establish a
central depository in the Philippines and introduce scripless or book-entry trading in the Philippines. Under the
current PDTC system, only participants (brokers and custodians) will be recognized by PDTC as the beneficial
owners of the lodged shares. Each beneficial owner of shares through his participants will be the beneficial
owner to the extent of the number of shares held by such participant in the records of the PCD Nominee.

Out of the PCD Nominee Corporation account, “The HongKong and Shanghai Banking Corp. Ltd.- Clients
Account”, “Standard Chartered Bank” and “Citibank N.A.” hold for various trust accounts the following shares of
the Corporation as of December 31, 2023:

No. of shares held % to total outstanding


The Hongkong and Shanghai Banking 391,462,908 8.09%
Corp. Ltd. – Clients’s Acct.
Standard Chartered Bank 340,898,657 7.04%
Citibank N.A. 310,271,434 6.41%

Voting instructions may be provided by the beneficial owners of the shares.

84
b) Security Ownership of Management as of December 31, 2023

Amount &
Title of Name of Beneficial nature of % to Total
Position Citizenship
Class Owner beneficial Outstanding
ownership

A. Executive Officers (see note 1)


Common 1. James L. Go Director, Chairman 13,247,144 Filipino 0.27%
Emeritus
Common 2. Lance Y. Gokongwei Director, Chairman 2,471,494 Filipino 0.05%
Common 3. Frederick D. Go* Director, President 1 Filipino **
and Chief
Executive Officer
Common 4. Faraday D. Go Executive Vice 253,738 Filipino 0.01%
President
Common 5. Jericho P. Go Senior Vice – Filipino **
President and
Business Unit
General Manager
Sub-Total 15,972,377 0.33%

B. Other Directors, Executive Officers and Nominees


Common 7. Patrick Henry C. Go Director 10,067 Filipino *

Common 8. Robina Y. Gokongwei-Pe Director 2,351,587 Filipino 0.05%


Common 9. Johnson Robert G. Go, Jr. Director 85 Filipino **

Common 10. Vivencio B. Dizon Director 1 Filipino **


(Independent)
Common 11. Omar Byron T. Mier Director 1 Filipino **
(Independent)
Common 12. Bienvenido S. Bautista Director 1 Filipino **
(Independent)
Common 15. Kerwin Max S. Tan Chief Financial 550,000 Filipino 0.01%
Officer and
Compliance Officer
Subtotal 2,911,742 0.06%

C. All directors and executive officers as a group unnamed 18,884,119 0.39%


_________________________
Note:
1 As defined under Part IV (B)(1)(b) of SRC Rule 12, the “named executive officers” to be listed refer to the Chief
Executive Officer and those that are the four (4) most highly compensated executive officers as of December 31,
2023.

* Mr. Frederick D. Go resigned as member of the BOD and as President and CEO of RLC effective January 8, 2024.
** less than 0.01%

85
b) Voting Trust Holder of 5% or more - as of December 31, 2023

There are no persons holding more than 5% of a class under a voting trust or similar
agreement.

c) Changes in Control

There has been no change in control of the Company since December 31, 2023.

86
PART III- CONTROL AND COMPENSATION INFORMATION

Item 14. Directors and Executive Officers of the Registrant

The overall management and supervision of the Company is undertaken by the


Board of Directors. The Company’s executive officers and management team
cooperate with the Board of Directors by preparing appropriate information and
documents concerning business operations, financial condition and results of
operations of the Company for its review. Currently, the Board of Directors of the
Company consists of nine members, of which three are independent directors.

The table below sets forth Board of Directors and Executive Officers of the Company
as of December 31, 2023:

Name Age Position Citizenship


James L. Go ................................ 84 Director, Chairman Emeritus Filipino
Lance Y. Gokongwei ................................
57 Director, Chairman Filipino
Frederick D. Go ................................54 Director, President & Chief Executive Officer Filipino
Patrick Henry C. Go ................................
53 Director Filipino
Johnson Robert G. Go, Jr. ................................
58 Director Filipino
Robina Y. Gokongwei-Pe ................................
62 Director Filipino
Vivencio B. Dizon…….………... 49 Director (Independent) Filipino

Bienvenido S. Bautista………... 76 Director (Independent) Filipino

Omar Byron T. Mier…………… 77 Director (Independent) Filipino

Faraday D. Go…………………. 48 Executive Vice President and Business Unit Filipino


General Manager
Kerwin Max S. Tan ................................
54 Chief Financial Officer, Chief Risk Officer Filipino
and Compliance Officer

Corazon L. Ang Ley…………… 56 Senior Vice President and Corporate Land Filipino
Acquisition Head
Ma. Socorro Isabelle V. Senior Vice President and Business Unit Filipino
Aragon-Gobio………………….. 50 General Manager

Jericho P. Go.......................….. 52 Senior Vice President and Business Unit Filipino


General Manager
Ronald De Guzman Paulo........ 58 Senior Vice President and Head-Corporate Filipino
Construction Management
John Richard B. Sotelo……….. 44 Senior Vice President and Business Unit Filipino
General Manager
Constantino C. Felipe…………. 61 Vice President Filipino

Liza R. Gerella ………….…….. 56 Vice President, Deputy Compliance Officer Filipino

87
Name Age Position Citizenship
Eileen B. Fernandez ………….. 55 Vice President, Treasurer Filipino

Sheila Jean S. Francisco …….. 38 Vice President - Controller Filipino

Anne Mae E. Mangaser ……… 40 Vice President - Accounting Filipino

Dennis R. Llarena …………….. 48 Data Protection Officer Filipino

Juan Antonio M. Evangelista ................................


52 Corporate Secretary Filipino

Iris Fatima V. Cero…………….. 37 Assistant Corporate Secretary Filipino

The above directors and officers have served their respective offices since May 12,
2023.

A brief description of the directors and executive officers’ business experience and
other directorships held in other reporting companies as of December 31, 2023 are
provided as follows:

a) Directors’ and Key Officers’ Experience

James L. Go, 84, is the Chairman Emeritus and a member of the Board of Directors
of Robinsons Land Corporation (RLC). He is also the Chairman Emeritus of
Universal Robina Corporation and JG Summit Olefins Corporation. He is the Vice
Chairman of the Robinsons Retail and Holdings Inc. and the Chairman of JG Summit
Holdings, Inc. He is the Chairman and Chief Executive Officer of Oriental Petroleum
and Minerals Corporation and a Board Adviser of Cebu Pacific He is also the
President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a
Director of PLDT, Inc. since November 3, 2011. He is a member of the Technology
Strategy and Risk Committees and Advisor of the Audit Committee of the Board of
Directors of PLDT, Inc. He was elected a Director of Manila Electric Company on
December 16, 2013. Mr. Go received his Bachelor of Science Degree and Master of
Science Degree in Chemical Engineering from Massachusetts Institute of
Technology, USA.

Lance Y. Gokongwei, 57, is the Chairman of Robinsons Land Corporation. He is


also the Chairman of Universal Robina Corporation, Robinsons Retail Holdings, Inc.,
Universal Hotels and Resorts, Inc., Robinsons Bank Corporation, and JG Summit
Olefins Corporation. He is the President and Chief Executive Officer of JG Summit
Holdings, Inc. and Cebu Air, Inc. He is the Vice Chairman and Director of Manila
Electric Company, and a Director of RL Commercial REIT, Inc., Altus Property
Ventures, Inc., Oriental Petroleum and Minerals Corporation, Singapore Land Group
Limited, Shakey’s Asia Pizza Ventures, Inc., AB Capital and Investment Corporation,
and Endeavor Acquisition Corporation. He is a Trustee and the Chairman of the
Gokongwei Brothers Foundation, Inc., Robinsons Land Foundation, Inc. and
Universal Cultural Foundation, Inc. He received a Bachelor of Science degree in
Finance and a Bachelor of Science degree in Applied Science from the University of
Pennsylvania.

88
Frederick D. Go, 54, is the President and Chief Executive Officer of RLC. He
concurrently serves as President of Universal Hotels and Resorts, Inc. He is also the
Chairman of RL Commercial REIT, Inc., and Altus Property and the Vice Chairman
of Luzon International Premier Airport Development Corporation. He is a Trustee and
the President of Robinsons Land Foundation, Inc. and Universal Cultural Foundation,
Inc. He is the Group General Manager of Shanghai Ding Feng Real Estate
Development Company Limited, Xiamen Pacific Estate Investment Company Limited,
Chengdu Ding Feng Real Estate Development Company Limited, Taicang Ding Feng
Real Estate Development Company Limited, Taicang Ding Sheng Real Estate
Development Company Limited, Chongqing Robinsons Land Real Estate Company
Limited, and Chongqing Ding Hong Real Estate Development Company Limited. He
is a Director of Cebu Air, Inc., Manila Electric Company, JG Summit Olefins
Corporation, and Cebu Light Industrial Park. He is the Vice Chairman of the Board of
Directors of Robinsons Bank Corporation, and of the Executive Committee of the
said bank. He also serves as the Vice Chairman of the Philippine Retailers
Association. He received a Bachelor of Science degree in Management Engineering
from the Ateneo de Manila University. Mr. Frederick D. Go resigned as member of
the BOD and as President and CEO of RLC effective January 8, 2024.

Patrick Henry C. Go, 53, has been a Director of RLC and JG Summit Holdings, Inc.
since January 17, 2000, and was appointed Executive Director effective August 1,
2023. He holds the positions of Director and Executive Vice President of Universal
Robina Corporation, Director and Chief Executive Officer and President of Merbau
Corporation, and Director of Manila Electric Company, Meralco Powergen
Corporation, and JG Summit Olefins Corporation. He is a Trustee and Treasurer of
the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science degree
in Management from the Ateneo De Manila University and attended the General
Management Program at Harvard Business School. Mr. Patrick Henry C. Go is a
nephew of Mr. John L. Gokongwei, Jr.

Johnson Robert G. Go, Jr., 58, was elected as a Director of RLC on May 29, 2005.
He is currently a Director of JG Summit Holdings, Inc., Universal Robina Corporation
and A. Soriano Corporation. He is also a trustee of the Gokongwei Brothers
Foundation, Inc. He received a Bachelor of Arts degree in Interdisciplinary Studies
(Liberal Arts) from the Ateneo de Manila University. He is a nephew of Mr. John L.
Gokongwei, Jr.

Robina Gokongwei-Pe, 62, was elected as a Director of RLC on May 5, 2005. She
is the President and Chief Executive Officer of Robinsons Retail Holdings, Inc. She
is also a Director of JG Summit Holdings, Inc., Robinsons Land Corporation,
Robinsons Bank Corporation and Cebu Air, Inc. She is a trustee and the secretary of
the Gokongwei Brothers Foundation, Inc. and a trustee and Vice Chairman of the
Immaculate Concepcion Academy Scholarship Fund. She is also a member of the
Xavier School Board of Trustees. She was formerly a member of the University of the
Philippines Centennial Commission and was a former Trustee of the Ramon
Magsaysay Awards Foundation. She attended the University of the Philippines-
Diliman from 1978 to 1981 and obtained a Bachelor of Arts degree (Journalism) from
New York University in 1984. She is married to Perry Pe, a lawyer.

89
Vivencio B. Dizon, 49, was elected as an Independent Director of RLC on May 12,
2023. He is currently the Chief Regulatory Officer of Prime Infrastructure. During the
term of President Rodrigo Duterte, he played numerous pivotal roles in the Executive
Branch. This includes Presidential Adviser on Flagship Programs and Projects and
President and CEO of the Bases Conversion Development Authority as part of the
massive Build Build Build program; Presidential Adviser and Deputy Chief
Implementer against Covid 19. Mr. Dizon was also an Assistant Professor of
Economics at De La Salle University. He is presently the Chief Regulatory Officer of
Prime Infrastructure.

Bienvenido S. Bautista, 76, has been President or Managing Director of many


companies in the Pharmaceutical and Fast-Moving Consumer Goods Industries:
Universal Robina Corporation, Kraft Foods South/Southeast Asia, San Miguel Beer,
San Miguel Foods, Kraft General Foods Philippines, Warner Lambert Indonesia and
Philippine International Trading Corporation – Pharma. Currently he is an
Independent Director of Flexo Manufacturing Corporation, Mega Global Corporation,
Directories Philippines Inc. and YMCA Makati. He is the elected President of the
Ateneo Luxid Foundation, Inc. since 2023. He is the former Chair of the Audit
Committee of the Ateneo De Manila University for 5 years. He is a Fellow of the
Institute of Corporate Directors and currently is a member of the teaching faculty;
was a former Trustee, where he was the Chair of the Fellows Committee. He was a
Director of Ayala Pineridge Corporation where he was president for 7 years, and
Director of QBE Seaboard Insurance where he was the chair of Related Third-Party
Transactions Committee. He was a Director of Goldilocks Bakeshop where he was
Head of the Finance and Business Development Committee and member of the
Audit Committee. He was also a Chairman and Director of DPP Ventures (Domino’s
Pizza). He was part of the start-up of the Luxid Rotary Microfinance and Credit
Cooperative in Pasig where he was Coop Secretary. In June 2022, he was appointed
as a Director of the Philippine Cancer Society. Mr. Bautista graduated from the
Ateneo De Manila University with a degree in Economics and took his MBM from the
Ateneo Graduate School of Business. Mr. Bautista was the first Asian and Filipino to
be appointed Chair of the Board of Trustees of the Jakarta International School, he is
an Agora Awardee for Excellence in Marketing Management, a CEO Excel awardee
for Excellence and Boss of the Year given by the Philippine Association of
Secretaries.

Omar Byron T. Mier, 77, was appointed as an Independent Director of RLC on


August 13, 2015. He is also a former Independent Director of Robinsons Bank
Corporation from 2015-2023 and the former Chairman of Legaspi Savings Bank. He
is also a Director of Paymaya since 2016 and a former Independent of RCBC
Leasing and Finance Corp. Prior to joining RLC, he was the President and CEO of
Philippine National Bank from 2005-2010 then from 2012 to 2014. He also worked at
Deutsche Bank Manila as Deputy General Manager and Head of the Corporate
Banking Group. He also worked for Citibank Manila in various positions such as
Head of the Multinational Corporations Group, Head of the Local Corporate Group,
Head of the Risk Management Group, Headed the Remedial Management Group,
and Senior Credit Officer. He was also a Senior Credit Officer at Citibank Malaysia
(for both Kuala Lumpur and Penang branch). He is the Chairman of Victorias Milling
Corp for five years during which time Victorias was successfully rehabilitated and the
creditor banks were eventually fully paid. He is a lecturer for credit and corporate

90
finance at the Citibank Training Center in Singapore, and Guest Risk Asset and
Credit Reviewer for various branches in Malaysia, South Korea, Indonesia, Thailand,
and Hongkong. He obtained his degrees in Bachelor of Science in Business
Administration, Major in Accounting, Bachelor of Arts in Economics. He also
completed all the academic requirements and passed the comprehensive exams for
Master of Arts in Economics in UP Graduate School of Economics. He is a Certified
Public Accountant.

Faraday D. Go, 48, was appointed as Executive Vice President of Robinsons Land
Corporation effective June 1, 2018. Prior to joining RLC, he was Vice President of the
Retail Management and Corporate Sales Division of Digitel Mobile Philippines, Inc.
He has over fifteen years’ experience in the following businesses: Apo Cement, JG
Summit Petrochemical Corporation and Digitel Mobile Philippines, Inc. He received a
Bachelor of Science degree in Management (Minor in Finance) from the Ateneo de
Manila University in 1998. Mr. Faraday D. Go is a nephew of Mr. John L. Gokongwei,
Jr.

Kerwin Max S. Tan, 54, is the Chief Financial Officer and Chief Risk and
Compliance Officer of RLC effective March 1, 2016. He is also the Chief Financial
Officer of Altus Property Ventures, Inc. and Director and Treasurer of RL Commercial
REIT, Inc. Previously, he was appointed as the Vice President - Treasurer of RLC in
October 2014 and Vice President and Deputy Treasurer of RLC in January 2014.
Before this assignment, he was the Vice President for Operations of RLC
Residences effective March 1, 2007. Prior to working in RLC, he worked in various
divisions of Citibank N.A. for nine years. His last position at Citibank N.A. was
Assistant Vice President and Head of Cash Management Operations. He received a
degree in Bachelor of Science in Industrial Engineering from the University of the
Philippines, Diliman.

Corazon L. Ang Ley, 56, is currently Senior Vice President and Corporate Land
Acquisition Head for RLC. She’s held various positions and functions within RLC
during her 29 years of service including her 3 year stint in China. She is also a Board
Member of several companies namely Altus Mall Ventures, Inc., Robinsons Realty
and Management Corp., RL Property Management, Inc. and RL Logistix and
Industrials, Inc. She graduated from the University of the Philippines - Asian Institute
of Tourism in 1987.

Ma. Soccorro Isabelle V. Aragon-Gobio, 50, was appointed as Senior Vice


President and Business Unit General Manager of Robinsons Destination Estates
Division effective October 1, 2016. She has been with RLC for 26 years and is
concurrently Director of Manhattan Building Management Corporation, Manchego
Food Corporation, and various condominium corporations of the Company’s projects.
She received a degree in Bachelor of Science in Management Engineering with a
minor in International Business from the Ateneo de Manila University and is a PRC
licensed Real Estate Broker.

91
Jericho P. Go, 52, is the Senior Vice President and Business Unit General Manager
of Robinsons Offices. He is concurrently the President and CEO of RL Commercial
REIT Inc., and member of its Board of Directors, President and CEO of Robinsons
DoubleDragon Corp. and member of the Board of Directors of Robinsons Equitable
Tower Condominium Corporation, Robinsons Summit Center Condominium
Corporation and Galleria Corporate Center Condominium Corporation. He has over
29 years of experience in the field of real estate and was responsible for filing and
registering the Philippines' very first IT park with the Philippine Economic Zone
Authority (PEZA) way back in 1997. This ushered in the establishment of IT parks
and buildings all over the country and aided the growth of IT & BPO in the
Philippines. Prior to joining RLC in 2019, he was Senior Vice President of Megaworld
Corporation for business development & office leasing, investor relations and public
relations from 1997 to 2019. He also held various positions in Greenfield
Development Corporation and Ayala Land, Inc. He received a Bachelor of Arts
degree in Development Studies from the University of the Philippines and graduated
Magna Cum Laude and Class Salutatorian in 1993.

Ronald de Guzman Paulo, 58, is currently Senior Vice President and Head,
Corporate Construction Management, of Robinsons Land Corporation. The corporate
construction management group was created under the office of the President/COO.
Its objective is to improve the overall project and construction management
performance of all projects, from design management, procurement management,
construction and post construction. Prior to rejoining RLC in 2019, Ronald's first stint
with the company was in 1997 as a project manager for one of RLC's mall project. He
was involved in the development and completion of at least 20 commercial centers.
He rose through the ranks and in 2007 was appointed as Corporate Project Director
for Robinsons Land China, overseeing the project implementation of various mixed-
use projects of the company in several key cities in China. Ronald moved to
Megawide Construction Corp as its Vice President for Operations in 2012. In 2016,
he was promoted as Executive Vice President and Head of Construction. He was
instrumental in the successful completion of multiple residential, office and hotel
projects. He was also involved in the implementation of several PPP projects of
Megawide. Ronald is a licensed Civil Engineer and has a Masters Degree in
Business Administration from the De La Salle University Graduate School of
Business and Economics.

John Richard B. Sotelo, 44, was appointed as Senior Vice President and Business
Unit General Manager of the Residential Division of Robinsons Land Corporation
effective August 1, 2021. He has 21 years of expertise in sales, marketing, business
and brand strategy development, and general management from various industries
including fast-moving consumer goods, electronics, beauty and cosmetics,
appliances, and management consulting. He is a Finance Management graduate of
De La Salle University Manila.

Constantino Felipe, 61, is the Vice President for Human Resources. Prior to joining
RLC, he handled various HR roles within the Philippines and Asia Pacific. He is
experienced in team and change management process, employee counseling and
training program development. He received a bachelor’s degree in Psychology from
the University of the Philippines and was trained in competency-based assessments
by Egon Zehnder and action learning by the World Institute of Action Learning.

92
Liza R. Gerella, 56, is the Vice President & Deputy Compliance Officer of Robinsons
Land Corporation and she has been with RLC for 26 years. She was previously the
AVP Controller of RLC Residential Division, Manhattan Building Management
Corporation and Condo Corp. She was an auditor for SGV & Co. prior joining RLC in
1997 as Accounting Manager for RLC Malls Division. In 2005, Billing & Collection
Area Manager - Treasury Department for RLC Malls Division of RLC and became the
BU Controller of the RLC Homes Division in 2007. Liza is a licensed Certified Public
Accountant and received a degree in Bachelor of Science in Business Administration
Major in Accounting at the University of the East - Caloocan.

Eileen B. Fernandez, 55, is the Vice President & Treasurer of Robinsons Land
Corporation and she has been with RLC for 30 years. She was previously a Director
of RLC Fund Management and Bank Control. Eileen is a licensed Certified Public
Accountant and received a degree in Bachelor of Science in Accountancy at the
Polytechnic University of the Philippines.

Sheila Jean S. Francisco, 38, is the Vice President – Controller of Robinsons Land
Corporation and concurrently handles RLC's subsidiaries. She was previously the
AVP of IID & Consolidation. She had a term with SGV & Co. (a member firm of Ernst
& Young) as an external auditor prior joining RLC in 2009. Sheila is a licensed
Certified Public Accountant and received a degree in Bachelor of Science
in Accountancy from the University of Sto. Tomas in 2006.

Anne Mae E. Mangaser, 40, was appointed as Vice President - Accounting of


Robinsons Land Corporation and Vice President - Controller of Altus Property
Ventures, Inc. (a subsidiary of JGSHI), both publicly-listed entities. A Certified Public
Accountant, she was an Associate Director in SGV & Co. (a member firm of Ernst &
Young) with an eight-year stint in external audits which covered a broad client base
prior joining RLC in 2011. Graduated Cum Laude, she received a Bachelor’s Degree
in Accountancy from the Pamantasan ng Lungsod ng Maynila in 2004.

Dennis Llarena, 48, is the Data Privacy Officer of Robinsons Land Corporation and
the Management Services Director of its Residential Division. Currently, he is the
Real Estate Sector Lead Representative to the Data Privacy Council of the National
Privacy Commission. Prior to joining RLC in 2015, he was the Vice President -
Finance of Amalgamated Specialties Corporation. He joined SGV & Co. Business
Assurance practice after placing 19th in the 1997 Certified Public Accountant
Licensure Exam.

Atty. Juan Antonio M. Evangelista, 52, is the Corporate Secretary of the RLC. He
is also the Corporate Secretary of RL Commercial REIT, Inc. and Altus Property
Ventures, Inc. He handles various corporate secretarial functions of a number of
companies within the Group. He obtained his Juris Doctor degree from Xavier
University-Ateneo de Cagayan in 1998. He was admitted to the Philippine Bar in
1999.

Atty. Iris Fatima V. Cero, 37, is the Assistant Corporate Secretary of Robinsons
Land Corporation. She concurently serve as Assistant Corporate Secretary of RL
Commercial REIT, Inc. and Altus Property Ventures Inc and Corporate Secretary of
RL Fund Management, Inc. and RL Property Management, Inc. Atty. Cero was

93
previously Assistant Legal Counsel with the Residential Division of the Company.
She graduated from the San Beda College – Manila College of Law in 2014 and
Polytechnic University of the Philippines – College of Communication in 2007, where
she earned her Juris Doctor and BA Broadcast Communication degrees,
respectively. She was admitted to the Philippine Bar in 2016.

b) Involvement In Certain Legal Proceedings of Directors and Executive


Officers

None of the members of RLC’s Board nor its executive officers are involved in any
criminal, bankruptcy or insolvency investigations or proceedings for the past five (5)
years.

c) Family Relationships

James L. Go is the brother of John Gokongwei, Jr.


Lance Y. Gokongwei is the nephew of James L. Go
Frederick D. Go is the nephew of James L. Go
Patrick Henry C. Go is the nephew of James L. Go
Johnson Robert G. Go, Jr. is the nephew of James L. Go
Robina Y. Gokongwei-Pe is the niece of James L. Go
Faraday D. Go, Jr. is the nephew of James L. Go

94
Item 15. Executive Compensation

a) Summary Compensation Table

The following table identifies RLC’s Chief Executive Officer and the four (4)
most highly compensated executive officers and summarizes their aggregate
compensation as of calendar year ended December 31, 2023.

Calendar Year 2023


Name Position Salary Bonus *Others Total
A. CEO and four most highly
compensated executive
officers P 54,646,164 P 1,800,000 P 1,020,000 P 57,466,164
Name Position
1. James L. Go Director, Chairman Emeritus
2. Lance Y. Gokongwei Director, Chairman
3. Frederick D. Go** Director, President and CEO
4. Faraday D. Go Executive Vice President and BU General Manager
5. Jericho P. Go Senior Vice President and BU General Manager

B. All other officers and


directors as a group unnamed P 123,600,060 P 3,600,000 P 2,280,000 P 129,480,060

The following table identifies RLC’s Chief Executive Officer and the five (5)
most highly compensated executive officers and summarizes their aggregate
compensation as of calendar year ended December 31, 2022.
Calendar Year 2022
Name Position Salary Bonus *Others Total
A. CEO and five most highly
compensated executive
officers P 60,232,350 P 1,500,000 P 885,000 P 62,617,350
Name Position
1. James L. Go Director, Chairman Emeritus
2. Lance Y. Gokongwei Director, Chairman
3. Frederick D. Go Director, President and CEO
4. Faraday D. Go Executive Vice President and BU General Manager
5. Jericho P. Go Senior Vice President and BU General Manager
6. Arlene G. Magtibay Senior Vice President and BU General Manager

B. All other officers and


directors as a group unnamed P 107,527,640 P 3,000,000 P 2,005,000 P 112,532,640

* Per diem
** Mr. Frederick D. Go resigned as member of the BOD and as President and CEO of RLC effective January 8, 2024.

95
The following table lists the name of the Company’s Chief Executive Officer and the four
(4) most highly compensated executive officers and summarized their aggregate
compensation for the ensuing year:

Calendar Year 2024**


Name Position Salary Bonus *Others Total
A. CEO and four most highly
compensated executive
officers P 53,969,014 P 1,800,000 P 1,020,000 P 56,789,014
Name Position
1. James L. Go Director, Chairman Emeritus
2. Lance Y. Gokongwei Director, Chairman, President and CEO
3. Faraday D. Go Manager
Executive Vice President and BU General Manager
4. Jericho P. Go Senior Vice President and BU General Manager
5. Ronald Paulo Senior Vice President and Head of Corporate
Construction Management

B. All other officers and


directors as a group unnamed P 97,759,400 P 3,600,000 P 2,280,000 P 103,639,400

* Per diem
** Estimated

b) Standard Arrangement

Other than payment of reasonable per diem, there are no standard arrangements
pursuant to which directors of the Company are compensated, or are to be
compensated, directly or indirectly, for any services provided as director for the last
completed calendar year and the ensuing year.

c) Other Arrangement

There are no other arrangements pursuant to which any director of the Company was
compensated, or is to be compensated, directly or indirectly, during the Company’s
last completed calendar year, and the ensuing year, for any service provided as a
director.

d) Any employment contract between the company and named executive


officer

There are no special employment contracts between the registrant and the named
executive officers.

e) Warrants and Options Outstanding

There are no outstanding warrants or options held by the Company’s CEO, the
named executive officers, and all officers and directors as a Group.

96
Item 16. Certain Relationships and Related Party Transactions

RLC is the real estate arm and a member of the JG Summit group. The JG Summit
group is comprised of JG Summit and its subsidiaries. As of December 31, 2023, JG
Summit held 65.44% of the outstanding shares of the Company. It was incorporated
in November 1990 as the holding company for a group of companies with diverse
interests in branded consumer foods, agro-industrial and commodity food products,
textile, telecommunications, petrochemicals, air transportation and financial services.

RLC and its subsidiaries, in their ordinary course of business, engage in transactions
with companies in the JG Summit group and other companies controlled by the
Gokongwei Family. RLC’s policy with respect to related party transactions is to ensure
that these transactions are entered into on terms comparable to those available from
unrelated third parties.

The Company’s major related party transactions include leases of significant portions of
its commercial centers and office buildings to companies controlled by the Gokongwei
Family, including Robinsons Department Store, Robinsons Supermarket and
Handyman Do-It-Best. Other affiliates from whom RLC earns rental income include
Robinsons Bank and Cebu Pacific Air, Inc. Rental income paid to RLC by affiliates
amounted to P=4.00 billion and P= 3.33 billion for the years ended December 31, 2023
and 2022, respectively.

RLC and its subsidiaries also maintain savings and current accounts and time deposits
with Robinsons Bank, an affiliated local commercial bank. These balances amounted
to P
= 4.47 billion and P
= 4.97 billion as of December 31, 2023 and 2022, respectively.

In 2019, the Company has entered into contracts to sell parcels of land to the joint
venture companies it had formed with Shang Properties, Inc., Hong Kong Land Group
and DMCI Project Developers, Inc.

Furthermore, JG Summit also provides RLC with certain corporate services including
corporate finance, corporate planning, procurement, human resources, legal and
corporate communications.

For further information on the Company’s related party transactions, including


detailed breakdowns of amounts receivable from and amounts payable to affiliated
companies as well as details on the sale of land to joint venture companies, see Note
20 to the Company’s financial statements as of and for the calendar years ended
December 31, 2023 and 2022.

97
PART IV. CORPORATE GOVERNANCE

Robinsons Land acknowledges that good corporate governance is essential to build


an environment of trust, transparency and accountability necessary for fostering long-
term performance, financial stability, business integrity and sustainability of the
company for the protection of the interests of shareholders and other stakeholders.
Corporate governance is the framework of rules, systems and processes of the
corporation that governs the performance by the Board of Directors and Management
of their respective duties and responsibilities to the stakeholders.

In late 2003, the Board of Directors approved its Corporate Governance Compliance
Evaluation System (“System”) in order to monitor and assess the level of compliance
of the Company with leading practices on good corporate governance as specified in
its Corporate Governance Manual and pertinent SEC Circulars. The System likewise
highlights areas for compliance improvement and actions to be taken. One of the
System’s output is the Annual Corporate Governance Compliance Evaluation Form
(“ACGCEF”) submitted to the SEC and PSE on or before January 30 of every year.
RLC began making such submission of the ACGEF covering the previous calendar
year to the SEC and PSE in 2004.

The Company continuously strives to strengthen and improve its corporate


governance practices by adopting best practices that includes building a competent
board, aligning strategies with goals, managing risk effectively, adhering to high
standards of ethics and integrity, and promoting accountability by defining roles and
responsibilities. In view of this, a Revised Corporate Governance Manual (“Revised
Manual”) was adopted to institutionalize corporate governance principles as a guide
for the daily conduct of business.

Consistent with the Revised Manual and pursuant to the recommendations provided
in the Code of Corporate Governance for Publicly Listed Companies (“PLCs”), the
Company strengthened its policies on Board Diversity, Board Nomination and
Election, Succession Planning and Remuneration, Material Related Party
Transactions and Whistleblowing to reinforce the governance framework of the
Company. There has been no deviation from the Company’s Revised Manual since it
was adopted. RLC remains compliant with corporate governance requirements of the
corporate governance standards mandated by the Securities and Exchange
Commission’s (SEC) Code of Corporate Governance for Publicly-Listed Companies,
among other SEC regulations and applicable laws.

Furthermore, the Company ensures compliance with the reportorial requirements for
PLCs such as the submission of the Integrated Corporate Governance Report (“I-
ACGR”) to the SEC and the PSE. The I-ACGR is a reportorial requirement under
SEC Memorandum Circular No. 15 series of 2017 to all PLCs to disclose the
Company’s compliance/non-compliance with the recommendations provided under
the Corporate Governance Code for PLCs. With the “comply or explain” approach,
voluntary compliance to recommended corporate governance best practices is
combined with mandatory disclosure. The Company submitted its I-ACGR for
calendar year 2022 on May 29, 2023.

98
Robinsons Land Corporation
2023 Sustainability Report
Contextual Information
Company Details
Name of Organization Robinsons Land Corporation

Level 2, Galleria Corporate Center, EDSA


Location of
corner Ortigas Avenue, Quezon City, Metro
Headquarters
Manila

We have 54 commercial centers, 111 residential


buildings and subdivisions, 31 office buildings,
9 flexible spaces, 26 hotels and resorts, 9
Location of Operations industrial facilities and 3 integrated
developments – distributed in 51 cities and 13
municipalities in 30 provinces across the
Philippines. Attached in Annex A is the list of
properties and respective locations.

Robinsons Land Corporation, covers the


following divisions:

1. Robinsons Malls
Report Boundary: 2. Robinsons Hotels and Resorts
Legal entities (e.g.
3. Robinsons Offices
subsidiaries) included
in this report 4. Robinsons Residences / Robinsons Homes
5. Robinsons Logistics & Industrial Facilities
6. Robinsons Destination Estates

99
Robinsons Land Corporation (RLC) is a leading
real estate developer in the Philippines with a
well-diversified portfolio. We are mainly
engaged in the development and operation of
shopping malls, office buildings, hotels, and
logistics facilities. We are also strongly involved
in residential developments both in vertical and
horizontal projects located in key cities and
Business Model, urban areas nationwide. Key brands for malls
including Primary include Robinsons Galleria, Robinsons Metro &
Activities, Brands, Robinsons Malls. For residential, we now have
Products, and Services RLC’s Residences as our brand for vertical
projects and Robinsons Homes for our
horizontal developments. For Hotels and
Resorts: Go Hotels & Go Hotels Plus and Summit
Hotels & Resorts & Grand Summit & Resorts. For
Industrial and Integrated Developments:
Robinsons Land Logistics and Facilities (RLX).

Details of each key brand are provided in


Annex 1.

Reporting Period January 1, 2023 – December 31, 2023

Highest Ranking
Person responsible for Mr. Ramon Rivero, Head of Corporate Strategy
this report

100
Materiality Process

We conducted a series of workshops and discussions with key persons in our


company and a cross-section of our stakeholders to help us identify what
truly matters to us and to our stakeholders. This process helped widen our
business perspective and enabled us to set approaches to improve our
performance in both financial and non-financial aspects.

The following specific steps were undertaken:

1. Understanding the Sustainability Context. Understanding societal


needs was the first step we took to determine the contributions of our core
business to sustainable development. This also allowed us to identify which
impacts are most material from the societal point of view.

2. Engaging our Stakeholders. Our stakeholders’ inputs helped us validate


and enhance our list of material topics. The process also helped us put
emphasis on topics that are most important to them. We captured our
stakeholders’ perspectives through regular meetings, surveys, interviews and
focus group discussions.

3. Identifying Material Topics. We looked at the entire value chain of our


different property types, both in construction and operations, identifying
key sustainability topics that matter to us and to our stakeholders. We
determined the economic, environmental, and social topics that we should
monitor and continually improve on, moving forward. We considered the
key impacts of each of our activities, relevant risks and opportunities
including the key capitals we rely on to sustain and grow our business. We
identify focus by looking into aspects that we are best positioned to effect
positive change.

4.Measuring Performance and Defining Management Approaches. In


2019, we obtained baseline data (2018) as basis for measuring our
performance on each of the material topics identified. Following the GRI
reporting standards and consolidation guidance, we ensured that the
metrics used were right, and the data collected were accurate and
comparable. This year, we did an analysis of gaps in data in each
performance area. We began setting up a procedure to systematically
collect more data to better measure our sustainability performance. We
have also defined management approaches that will help us improve our
performance in these areas.

We also referred to the UN Sustainable Development Goals to see how our

101
impacts to environment, economy, and society are linked to delivering on
specific SDG targets.

Materiality is an iterative process for us. We will continue to review how we


impact the environment and society, how we measure our performance in
these impact areas, and how we can better communicate these to our
stakeholders.

Important Note: The discussion of impacts, risks, and opportunities are made
per topic, instead per metric, since the risks and opportunities apply to the
topic rather than the individual metrics under one topic. For example, for
the topic on Anti-corruption, only one discussion on Impacts, Risks, and
Opportunities is made that covers both metrics: a) Training on Anti-
corruption Policies and b) Procedures and Incidents of Corruption. This
makes the disclosure on management approach more focused and not
repetitive.

102
ECONOMIC

Economic Performance
Direct Economic Value Generated and Distributed (in Millions)
Disclosure 2022 2023 Units
Direct economic value generated 45,502.99 42,018.18 PhP
(revenue)
Direct economic value distributed 39,553.05 32,793.93 PhP
1. Provisions (if bank) (n/a) 0.00 0.00 PhP
2. Payments to suppliers, other 28,335.81 21,503.68 PhP
operating costs
3. Total Wages and Benefits 1,868 .01 2,411.84 PhP
c. Dividends given to stockholders
and interest payments to loan 5,879.64 6,671.50 PhP
providers
d. Taxes given to government 3,469.47 2,205.92 PhP
e. Investments to community (e.g., 0.11 0.99 PhP
donations, CSR)
Economic Value Retained 5,949.94 9,224.25 PhP

Procurement Practices
Proportion of spending on local suppliers

Disclosure 2023 Unit

Percentage of procurement budget used for


significant locations of operations that is spent N/A %
on local suppliers1
1
We do not currently tag our payments to suppliers according to our definition of what is local.

103
Economic Performance and Procurement Practices
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
Impacts. In terms of economic performance, RLC reported Php 42 billion in
total revenues and Php 13.37 billion in consolidated net income, which was
8% lower and 20% higher, respectively, than the previous year. The company
attributed its growth to the positive contributions each business unit made
due to a fully recovered economy and high consumer spending. RLC’s
sustained profitability highlights the resilience of its strategic initiative amidst
challenging market conditions.

In 2023, 78% or Php 32.8 billion of our revenue flowed back to society,
through our major stakeholders, suppliers, employees and the government.
Our contribution to the economy is evaluated by our role in stimulating
growth in the sectors in which we operate, including job creation, tourism,
infrastructure development, foreign investment, and overall GDP Growth.

51% or Php 21.5 billion of the generated economic value was distributed to
our suppliers in the form of payments. RLC continues to foster long-lasting
partnerships with its communities, by actively promoting and supporting local
suppliers that help local businesses to grow and expand, which in return, will
have a beneficial impact on the overall Philippine economy.

As of 2023, RLC employed approximately 3,299 employees, making it one of


the biggest employers in the Philippines. In the same year, 6% or Php 2.4
billion of the company’s generated economic value was allocated to salaries
and wages. RLC has played a pivotal role in generating employment
opportunities across various sectors, including construction, property
management, and retail industries. Furthermore, over 8,000 businesses were
accommodated by our assets, including Malls, Office Buildings, and Hotels
and Resorts, contributing to the generation of over 133,000 employment
opportunities.

Meanwhile, 5% or Php 2.2 billion of our generated economic value went to


the government through tax payments, while 16% or Php 6.7 billion was
distributed as dividends to our shareholders.

Lastly, RLC through Robinsons Land Foundation Inc., persistently pursued


its mission to assist the sustainable development of communities by
implementing diverse programs and services with a specific emphasis on
child welfare & education, health & nutrition, community development and
emergency response. In contrast, 22% of the total economic value was

104
retained to finance ongoing and upcoming projects, ensuring the continuous
growth of the company.
Risks. Since 51% of our revenue flows directly towards our suppliers, our
supply chain still represents the biggest risk of inequitable flow of economic value.
Therefore, any unfair practice dealt with suppliers can constitute a risk to
our capacity to flow value to society equitably.

Management Approach for Impacts and Risks


Ensuring Equitable Flow of value.

We continue to maintain the highest standards of corporate governance,


including anti-corruption, in all our transactions. By doing so, we continue to
safeguard the proper flow of economic value to all our stakeholders. We make
sure that we pay a fair price to all our stakeholders to ensure equitable
distribution of economic value. Year-on-year, we closely monitor the total
economic value distribution as a percentage of our revenue. Over the past five
years, an average of 82 to 85% of our revenues has flowed back to the economy.
The retained value is strategically reinvested to propel future growth.

Fostering equitable distribution of economic opportunities.

RLC continues to implement ethical sourcing policies that choose suppliers who
show a dedication to fair labor practices, environmental sustainability, and social
responsibility. By cultivating strong relationships with suppliers and promoting
ethical business practices throughout their supply chains, companies can
mitigate the risk of inequitable flow to suppliers and ensure the long-term
sustainability of their businesses.

RLC's supplier relationship management program was established to promote


fairness, transparency, and ethical practices in all its dealings with suppliers. The
company highly appreciates the contributions made by its suppliers and is
actively committed to cultivating long-term partnerships with them. RLC
recognizes that its suppliers play a critical role in its operations and success, and
the company is dedicated to fulfilling its responsibilities and obligations as a
socially responsible and sustainable business partner.

Furthermore, Robinsons Land also partners with local suppliers for various
projects. RLC recognizes that engaging with local sources can create a mutually
beneficial scenario for both the company and the local communities, fostering
long-term relationships and contributing to the welfare of all parties involved.
This provides locals with access to economic opportunities wherever we are

105
located. We give priority to sourcing goods and services locally, if suppliers who
meet our minimum standards are available in the locality. We only source in
Metro Manila when qualified suppliers do not exist in local provincial areas.

Lastly, Robinsons Land continues to prioritize local hiring in the areas where its
operations are situated. The company recognizes that local hiring can offer
numerous advantages, including job creation and support for the local
economy. This practice demonstrates commitment to the area and developing a
sense of trust and goodwill with its neighbors, and increasing diversity that can
lead to a more inclusive and collaborative workplace.

Ensuring equitable access to our products. Our malls and offices enable
businesses to grow and flourish by providing the right locations that afford them
and their clients a space to transact their businesses. We ensure that we
accommodate both local merchants and organizations, promoting the growth of
both local businesses and foreign brands.

Ensuring fair compensation to our employees. To maintain our


competitiveness in the market, we measure our compensation packages
against the industry standards in the Philippines, while ensuring that our
workers have social safety nets in the event of an emergency and are paid at
least the minimum wage.

106
Opportunities & Management Approach
RLC continuously conducts anti-corruption policies and codes of business
ethics to ensure the application of proper and current control mechanisms
across all our business operations. We also continue to engage third-party
providers such as SGV to implement best practices on anti-corruption and
bribery prevention. This commitment results in enhanced transparency and
fairness for all stakeholders involved.

In terms of materials sourcing, we see opportunity in crafting a more robust


sustainable material selection guideline. With the collective effort of the
conglomerate, we intend to work with our parent company, JG, on distributing
a primer on ESG standards, which will form part of our requirement from
suppliers to promote product quality, fairness, and sustainability. This will
produce positive change in our supply chain and encourage other suppliers to
also adopt similar sustainable practices.

We will also re-evaluate our network to identify any underrepresented local


suppliers or materials we can incorporate in the business. We intend to
participate in trade shows and industry conventions to establish connections
with MSMEs who we can support to help stimulate local economic growth. As
a result, we will also expand our network of suppliers, which will provide us
with broader options for various kinds of sustainable materials.

Lastly, we are also actively developing a strategy to ensure that all employees
are paid, at least, a living wage. This commitment underscores our dedication
to supporting financial well-being of our workforce and promoting equitable
compensation practices.

Climate related risks and opportunities


Being a real estate company, we recognize that climate related risks and
opportunities are material to our organization. In 2023, we engaged with
Deloitte to start a Climate Resiliency Project coordinating with JG Summit. In
this project, we are to identify the climate risks of our properties and formulate
recommendations to address these risks moving forward. In this process we
are using the TCFD framework and proceeding through different phases.
Currently we are at Component C of the project, Climate Vulnerability
Assessment.

Apart from this, several RLC employees and experts have undergone a TCFD
workshop back in July. The workshops cover how to publicly disclose the
climate-related risks of our businesses and create a report that investors
globally recognize and use when assessing listed companies.
The Task Force on Climate-Related Financial Disclosures.
1

107
Anti-corruption
Training on Anti-corruption Policies and Procedures

Disclosure 2023 Units


Number of employees to whom the organization’s
anti- corruption policies and procedures have been 3,299 #
communicated to
Number of business partners to whom the
organization’s anti-corruption policies and 40 #
procedures have been communicated to
Number of directors and management that have
received anti-corruption training 1 641 #
Number of employees that have received anti-
corruption training 3,299 #
1
Upon boarding, the board of directors receives orientation on RLC’s Code of Conduct which
includes anti-graft corruption policy. The Company is committed to promoting transparency and
fairness to all stakeholders. The Board sets the tone and makes a stand against corrupt practices by
adopting an anti-corruption policy and program. Some of the Company’s Anti- Corruption
programs are embodied in the Code of Business Conduct and Ethics, Conflict of Interest, and
Offenses Subject to Disciplinary Action (OSDA), among others. In-house Corporate Governance
Training for directors and executives were held via webinars on June 14, 2023 and October 19,
2023, entitled, “UNBOX EXTRA: The Gokongwei Group Innovation Festival - The Generative
Revolution: Exploring the Advancements and applications of AI Driven Creativity”.

Incidents of Corruption

Disclosur 2023 Units


e

Number of incidents in which directors were


removed or disciplined for corruption 0 #
Number of incidents in which employees were
dismissed or disciplined for corruption 0 #
Number of incidents when contracts with
business partners were terminated due to 0 #
incidents of corruption

Anti-Corruption
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
Corruption undermines our ability to equitably flow value to our key
stakeholders, i.e., suppliers, employees, government, and providers of
capital. Risks can exist in key areas such as procurement, and those
functions that directly interface with government.

108
Management Approach for Impacts and Risks
The Company is committed to promoting transparency and fairness to all
stakeholders. The Board sets the tone and makes a stand against corrupt
practices by adopting an anti-corruption policy and program. Some of the
Company’s Anti-Corruption programs are embodied in the Code of Business
Conduct and Ethics, Conflict of Interest, and Offenses Subject to Disciplinary
Action (OSDA), among others. The same are disseminated to all employees
across the Company through trainings to embed them in the Company’s
culture. New employees are oriented regarding policies and procedures
related to Business Conduct and Ethics and similar policies. All employees are
given periodic reminders. Further, all concerned employees are required to
comply with the Annual Self-Disclosure Activity on an annual basis.

The following Business Conduct & Ethics Policies are in place:


• Conflict of Interest - The Company’s Code of Business Conduct and
Conflict of Interest Policy require employees to make a conscious effort to
avoid conflict of interest situations so that his judgment and discretion are
not influenced by considerations of personal gain or benefit. A conflict of
interest may also occur because of the actions, employment, or
investments of an immediate family member of an employee.

• Conduct of Business and Fair Dealings – The Company’s employees who


recommend, endorse, or approve the procurement or sale of goods and
services should make a conscious effort to avoid any conflict-of-interest
situation in transactions that they are involved in.

• Receipt of Gifts from Third Parties – The Company discourages the


acceptance of gifts. However, gifts like advertising novelties may be given
or accepted during the Christmas season. There is no restriction in the
value of the gift accepted. However, an accepted gift with an estimated
value of over 2,000.00 PhP must be disclosed to the Conflicts of Interest
Committee.

• Compliance with Laws and Regulations - The Company ensures that all
transactions comply with relevant laws and regulations. Any deficiencies are
immediately rectified.

• Respect for Trade Secrets/Use of Non-public Information - The


Company has policies that ensure proper and authorized disclosure of
confidential information. Disclosures of material information to the public
can only be done after the disclosure to SEC and PSE by the Company’s

109
authorized officers.

• Use of Company Funds, Assets and Information - Employees are


required to safeguard the Company resources and assets with honesty and
integrity. Employees must ensure that these assets are efficiently,
effectively, and responsibly utilized.

• Employment and Labor Laws and Policies - The Company ensures the
observance, strict implementation and compliance with Philippine
employment, labor laws and policies with regard to recruitment,
employment, retention and benefits of the employees. The minimum notice
period regarding operational changes ranges from three to six months,
depending on the proponent of change.

• Whistleblowing – The stakeholders may discuss or disclose in writing any


concern regarding potential violation of the Code of Business Conduct with
the Conflicts of Interest Committee. Reports or disclosures can be made in
writing or by email. All information received in connection with the reports
or disclosures shall be strictly confidential and shall not be disclosed to any
person without prior consent of CICOM. The Company commits to protect
those who report in good faith from retaliation, harassment and even
informal pressures. It will take the necessary and appropriate action to do
so in enforcing the policy.

Violation of any provision of the Code of Business Conduct as determined


through due process may result in disciplinary action, including dismissal and
reimbursement for any loss to the Company that results from the employee’s
action. If appropriate, a violation may result in legal action against the
employee or referral to the appropriate government authorities.

110
The following shows the process of termination upon findings of Anti-
Corruption:
1. In case an Offense is committed or supposed to have been committed by an
employee or business partner, his immediate superior or transacting
department must properly investigate the matter.
2. Establish and check facts that will serve as basis for decision, examining
evidence physical or otherwise. Twin notices are to be sent. The employee
concerned or business partner is asked to air side, while there will also be an
employee conference.
3. Analysis and evaluation of the findings
4. Preserving the integrity and reliability of evidence
5. Recommendation of Penalty. If the recommended penalty is dismissal, the
department head shall endorse the matter to HRD for further evaluation and
will in turn endorse the matter to Corporate Legal for the conduct of
Administration Investigation/Hearing to determine whether the matter merits
the imposition of dismissal.
6. Imposing the penalty/dismissal will be documented using the appropriate
forms.
7. The concerned party will be informed verbally by explaining the findings and
the penalty. All concerned parties/department must be notified of the
disciplinary penalty.
8. Upon recommendation of Corporate Legal of dismissal, the Notice of
Dismissal is subject to approval by the President or Company Officer
authorized to do so. Upon approval of the Notice of Dismissal, the
department head will serve the notice to the employee. If the employee
refuses to acknowledge receipt copy of notice as such fact(s) will be
annotated on all copies of the notice. The said Notice of Dismissal has to be
sent via registered mail or other accredited courier to the last known address
of the employee. Proof of delivery must be kept as evidence to show that the
notice was served. All departments concerned must be notified of the
dismissal.

Opportunities and Management Approach


We are taking steps to evaluate the effectiveness of implementation of our anti-
corruption policy. We are looking at opportunities to engage our employees
more on this topic through conducting more regular formal trainings on anti-
corruption and how to best ensure that incidents are better tracked and avoided
in the company.

111
ENVIRONMENT

Resource Management
Energy consumption within the organization:
Disclosure 20221 2023 Units
Energy consumption (renewable GJ
sources) 254,017.62 265,389.64
Energy consumption (diesel) 2 38,668.13 35,767.11 GJ
Energy consumption (gasoline) 2,581.11 2,823.80 GJ
Energy consumption (LPG) 4 12,063.96 20,531.33 GJ
Energy consumption (electricity)3 GJ
2,069,565.38
2,261,314.22
1
Numbers reflected for 2022 are corrected based on updated data and computations.
2
Decrease is due to our mall division’s lower diesel consumption by 10%.
3
This covers all non-renewable electricity from the grid in all our properties.
4
The increase is due to Hotels LPG data being included this year.

Reduction of energy consumption


Apart from buying from renewable energy sources and installing solar panels,
RLC conducts several energy-saving projects to efficiently manage the
consumption of our energy resources. This includes the changing of lightbulbs to
LED to fit green building standards. To track the savings made by these projects,
a data management system is put in place to effectively record the changes in
energy consumption.

Energy and Reduction of Energy Consumption


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
The main source of electricity in the Philippines is still generated by burning
fossil fuel. Amidst the efforts to use renewable energy, it is barely enough for
buildings to fully function with green energy alone. The over reliance on fossil
fuel causes huge environmental impacts such as high amounts of GHG
emissions and air pollutants, as well as high volume of water consumption,
among others. Communities surrounding these plants run the risk of several
health problems due to exposure to these air pollutants while GHG emissions
contribute to climate change and global warming. In the real estate industry,
electric consumption of buildings and facilities contributes most of the GHG
Emissions of RLC.

112
Management Approach for Impacts and Risks
Since 2015, RLC has committed its efforts to the continuous installation of
solar panels in our malls. RLC has 24 solar-powered malls and has invested 1.7
billion to install 101,234 panels. To date, these 24 malls have saved a total of
1.4 billion pesos in electricity costs and avoided a total of 118,388 Tonnes of
co2 emissions which is equivalent to 1.96 million trees planted. Apart from
this, a total amount of 47.3m kwh renewable energy was purchased for 2023
to lessen the consumed electricity from fuel-based generators.

To lower energy consumption RLC continues to do a Chiller Upgrade


program as an initiative to lower energy consumed by replacing old chillers
with new ones that consume less electricity.

Opportunities and Management Approach


Seeing the big effect of our solar panel installations on the environment in the
past 9 years, RLC plans to partner-up with JG’s energy arm, Merbau. They will
cover installations of rooftop solar panels in our malls and will cover part if not
the whole cost. We will then be buying the solar energy generated by these
installations. Further installation of additional solar panels is currently on pause.
The company is consistently improving its efficiency in reaching its
sustainability goals.

Water consumption within the organization


Disclosure 2022 20231 Units
Cubic
Water withdrawal 5,801,123.81 6,113,833.44
meters
Cubic
Water consumption 5,046,977.71 5,311,089.51
meters
Cubic
Water recycled and reused 29,005.62 39,002.44
meters
1
Main drivers for increase are based on increased foot traffic in malls and tenants in office buildings.

113
Water Consumption
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
Being the most versatile resource, water is a key element in making sure that
daily operations run smoothly. All buildings and spaces need to ensure their
water supply's availability to cater to its customers, personnel and tenants
properly and to maintain clean and workable spaces. Despite its seemingly
limitless supply, water is still a scarce resource and it’s our duty to handle it
responsibly and efficiently. We understand that every liter that’s consumed is a
liter potentially taken from communities or agriculture that needs it as well.

Management Approach for Impacts and Risks


Currently, all our water resources are sourced underground. Before water is
discharged, operational treatment is in place to make sure that the water used
was cleaned well. We also make sure that the tenants, customers and
personnel know how to conserve water by educating them on its importance
as well as the different ways to responsibly use the resource. RLC malls have
either rainwater collection systems that make rainwater usable, or wastewater
treatment and recycling facilities for repurposing wastewater for non-portable
uses, or both. Our wastewater recovery program has reduced our total
wastewater discharge to public sewers and maximized different available
sources of water. We make sure that our operatives on water treatment and
discharge is in accordance with the Philippine Clean Water Standards.

During construction processes, particularly in RLC’s residential properties,


conservation of water is done by rationing for masonry and testing activities
onsite.

In our Resorts and Hotels, water is on a much more operational level. With
frequent use of amenities like pools and showers to ensure the enjoyable
experience of guests, consumption of water is at a much higher level. This
allows for a limited range of options for water efficiency. To tackle this, RLC
continues to do periodical checking of leaks, invests in water-efficiency fixtures
and sets water conservation reminders for customers and guests. Water
softeners for provincial properties that experience hardness in water supply,
continue to be implemented this year. It has improved our overall water
efficiency and reduction in consumption. For future developments, installation
of indirect heat exchangers will help save in our maintenance costs by
protecting pipes from scaling which naturally conserves water resources as
well.

114
Opportunities and Management Approach
RLC believes that water conservation and treatment are the key opportunities
that can be explored. With new technology developing every day, the capacity
in which rainwater can be harvested, treated and repurposed will definitely be
a huge opportunity to lower discharge and increase water saved. Water
catchments and water impounding areas continue to be good measures we
are exploring to recharge the aquifer and reduce the impact of groundwater
extraction.

Materials used by the organization


Disclosure 2022 2023 Units
Materials used by weight or volume
• Total renewable1 - - kg
• Total non-renewable 2 71,680,944.03 46,592,613.62 kg
• Cement 48,325,534.59 25,704,200.00 kg
• Concrete 166,270.19 7,240,296.00 kg
• Glass 50,721.90 55,353.10 kg
• Rebars 23,138,417.35 11,111,864.00 kg
Percentage of recycled input
None None %
materials used to manufacture the
organization’s primary products
and services
1
We plan to monitor the use of both renewable and non-renewable construction material for future
building projects.
2
Recorded materials for construction are only from vertical residential properties.

Materials
Management Approach for Impacts and Risks
In real-estate, construction and development is in the centerfold of growing the
business. This means that RLC is heavily reliant on the use of construction
materials such as cement, rebars and glass to build malls, houses, offices, paved
roads in subdivisions, mixed-use developments and townships. While these
materials are essential in building and renovating infrastructure, they are also
non-renewable and require lots of energy, waste and carbon emissions to
produce. It is also recognized that such materials also require mining of raw
minerals to produce, hence added negative effects to the environment. Usage of
these materials impacts all stakeholders in general, since such scarce resources
affect pricing of other resources indirectly. Limestone deposits in the Philippines
are also limited, hence being more reserved in its usage will reduce the
availability of these finite resources for future generations.

115
Management Approach for Impacts and Risks
Regulation and monitoring will be the key to managing the use of these
materials. Working with contractors to continuously improve the overall design
of our buildings and infrastructures while also ensuring sustainable
construction practices will create a more optimized and eco-friendly use of raw
materials without any trade-offs in durability and quality.
Opportunities and Management Approach
The main costs of constructing properties come from the materials used to
build them. Reducing material use is a good way to lower cost, but to maintain
the structural integrity of our buildings, we plan to improve and analyze our
material efficiency, design and construction systems through improved use of
environmentally friendly and recycled materials.

Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)

This is considered non-material for our company since we do not have


operations within or adjacent to biodiversity-rich areas.

Environmental impact management


Air Emissions
Total GHG Emissions Produced
Disclosure 2022 2023 Units

Tonnes
Direct (Scope 1) GHG Emissions1 3,493.26 3,878.34 CO2e
Energy indirect (Scope 2) GHG Tonnes
199,821.1 237,734.0 CO2e
Emissions 2
Tonnes
Indirect (Scope 3) GHG Emissions 3 132,967.7 169,604.0 CO2e
Emissions of ozone-depleting
substances (ODS) N/A N/A Kg
R-22 (has ODP of 0.05)4
1
Scope 1 only includes diesel, gas, and LPG consumption of our operations.
2
Scope 2 only includes the electricity consumption of our properties excluding tenants.
3
Scope 3 emissions are only from electricity consumption of our tenants.
4
We have yet to set up the system to collect data from the properties.

116
Greenhouse Gas (GHG) Emissions
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
A huge part of our GHG emissions come from sourcing our electricity externally.
These power generation facilities burn fossil fuel to produce high amounts of
electricity, and thus also release a lot of carbon emissions. Scope 2 emissions
are indirect since the electricity that is being used is produced by a company
outside RLC. Scope 3 emissions are a step further since the usage of electricity is
not on RLC per se but our tenants. All these emissions if not reduced, will greatly
affect climate change and global warming. In that sense GHG emissions affect
all stakeholders indirectly.

Management Approach for Impacts and Risks


The key to significantly lowering emissions is simply to replace fossil fuel-based
energy with renewable energy. Sourcing electricity from RE will result to zero
carbon emission, so projects like solar panel installations in the rooftops of our
malls as well as purchasing RE from suppliers will cause our company to buy less
electricity from the grid, meaning we will consume less and naturally reduce our
emissions. The whole GIGA Tower (office) and 4 of our malls sources 100% of its
electricity from RE suppliers. This means that these 5 properties emits very
minimal carbon emissions for scope 2 and 3. Based on our decarbonization
roadmap, solar installation and limited RE marking sourcing will not be enough
to reach net-zero by 2050, hence we will be looking into carbon off-setting in
the future.

Part of the company’s emissions also come from diesel, gas and LPG use (scope
1). There is no clear alternative yet for these resources, however, educating our
tenants, customers, and employees in responsible usage of these carbon-
emitting sources continues to be a committed effort for RLC.

For our scope 3 emissions reporting, we are looking into reporting other
indirect sources aside from energy consumed by our tenants.

117
Air pollutants
How to compute for air pollutants:
Disclosure 2022 2023 Units
ODS1 - 0.52 Tons
NOx 257.38 174.38 Tons
SOx 17.02 11.98 Tons
POP - - Tons
VOC - - Tons
HAP - - Tons
PM 18.27 25.86 Tons
1
We have started to include ODS in our list of air pollutant disclosures this year.

Air Pollutants
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
In our operations, the major source of air pollutants is from properties that have
standby generators. Since they are standby power supplies only, their use is
limited only in times of power interruptions, which has become very minimal in
recent years. Unlike bunker C fuel, the generating sets are fueled by diesel
oil, which could easily be burnt without the release of soot. Importantly, the
air to fuel ratio is optimized during the operation of the generating power
units. The impact of operating the generating sets on air quality is expected
to be tolerable and will not cause a significant adverse impact to the
environment or people.

The main air pollutant source of RLC is when generators become operational.
When there are power outages or sudden need for additional electricity, stand-
by generators are used to supply energy on the spot. Since these generators are
only on “stand-by” they are only used on a situational basis. However, when they
are operational, air pollutants such as NOx, SOx, ODS are produced. These
generators are powered by diesel oil, and unlike bunker C fuel, diesel oil is easily
burnt without the release of soot. ODS has been added this year.

Management Approach for Impacts and Risks


We ensure that we comply with clean air standards of the Department of
Environment and Natural Resources (DENR). Our gensets are being tested twice
a year by third-party consultants to ensure that they remain within DENR
standards.

118
Opportunities and Management Approach
We see opportunities for reducing our Air Pollutants. We make sure that
mitigating measures are properly implemented in all the APCS (Air Pollution
Control Systems) and ensure the installation and proper & regular monitoring
and maintenance of the generator sets, and air pollution control facilities, such
as, mufflers exhausts, and air conditioning systems filters.

Solid and Hazardous Wastes


Solid Waste
Disclosure 20222 20231,2 Units
Total solid waste generated 26,989,209.24 35,147,017.70 kg
Reusable 117,819.64 2,948,720.70 kg
Recyclable 4,449,445.00 8,601,448.65 kg
Composted 8,221,626.78 5,059,832.64 kg
Incinerated - - kg
Residuals/Landfilled 14,200,317.82 20,807,922.16 kg
Data increase is due to more accurate data collection of solid wastes.
1

Includes Residential construction waste.


2

Hazardous Waste
Disclosure 2022 2023 Units
Total weight of hazardous waste generated 290,905.81 350,773.19 kg
Total weight of hazardous transported 1 288,735.03 264,648.23 kg
1A portion of Hazardous Waste remained in our allocated depository area as of year-end
2023. We already transported all remaining hazardous waste from 2023 in Q1 2024 to
DENR-accredited treatment facilities.

Solid and Hazardous Wastes


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
Waste generated from our facilities is collected by our accredited waste haulers
and disposed of properly in the landfills closest to our locations. We recognize
gaps in this system because we are unable to fully monitor how much of the waste
is being collected from our facilities and is being recycled versus how much ends
up in landfills. Landfills may not be ineffective in storing waste; hence it could
potentially contribute to marine litter. This could affect us and our stakeholders,
including government, communities, waste pickers, and the environment.
Biodegradable waste in landfills is also a major source of GHG emissions.

119
Management Approach for Impacts and Risks
We assess the capability of our waste haulers to manage our waste, including
making sure that they dispose of our waste in a legally operated landfill that
meets the standards of DENR. In our properties, we allocate a space for our
materials recovery facility. We designate key people to effectively manage
and operate the MRFs according to DENR standards.

We provide training to our housekeeping staff who handle the waste to


ensure it is properly managed, and hauling is done regularly.

For hazardous wastes, we engage with DENR accredited transporter and


treater. We allocate a separate space to store these wastes in our facilities
before they are collected.

Opportunities and Management Approach


With increasing awareness on the issue of marine litter we see an opportunity
to be part of the solution and position our properties to have the best waste
management system in the country. We are currently improving our waste
management system by working with our merchants to replace non-
recyclables with recyclables to reduce total residual wastes that are more
difficult to manage. We are also working with recyclers to link them with our
waste collectors to ensure the recyclable waste we generate is recycled. We
are also exploring ways to process our biodegradable waste into compost or
energy to reduce the total waste sent to landfills. We are piloting the system in
our two malls and if proven to be successful, it will be scaled-up to all our
commercial centers. Moving forward, this will give us an opportunity to
collaborate with our stakeholders. We will innovate on waste flows by
providing training and learning opportunities to both our employees and
customers.

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Effluents
Effluents are relevant in all our properties. By design, all our commercial,
office, and hotels have been fitted with wastewater treatment facilities to meet
with the regulatory requirements of DENR.

Environmental compliance
Non-compliance with Environmental Laws and Regulations1
Unit
Disclosure 2022 2023
s
Total amount of monetary fines for non-compliance
None None Php
with environmental laws and/or regulations
No. of non-monetary sanctions for non-compliance
None None #
with environmental laws and/or regulations
No. of cases resolved through dispute resolution
None None #
mechanism
1
No data to be disclosed.

Environmental Compliance
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
Being a real-estate business, RLC has a very sensitive relationship with the
environment. Certain decisions and choices such as where buildings are
constructed, how buildings are constructed, what materials were used, what
permits we have, can easily disrupt the environment, thus exposure to non-
compliance risks. With the scarcity of environmental resources and the industry’s
impact on nature, environmental laws are set to regulate the actions done by
companies such as RLC. Putting a focus on compliance will not only be good for
the environment but also minimize overall costs and damage to our reputation.

Management Approach for Impacts and Risks


Compliance to environmental laws is fundamental to our operations. We have a
designated unit that ensures all aspects of our operations are compliant with
relevant laws. We ensure our gensets are maintained well to meet air quality
standards and that our sewage treatment facilities are fully operational to
ensure our effluents meet the Clean Water Act.

RLC is aware of the stakes in maintaining compliance with environmental laws set
by the government.

121
Opportunities and Management Approach
We plan to step up our internal capability building and improve our systems so
that all activities that we will do will remain compliant to regulations. We will
invest in training and monitoring activities to correct any non-compliance
issues in our operations internally to reduce findings from audits of
government and third - party consultants.

122
SOCIAL

Employee Management
Employee Hiring and Benefits Employee data
Disclosure 2023 Units
Total number of employees 3,299 #
a. Number of female employees 1,796 #
b. Number of male employees 1,503 #
Attrition rate1 18% rate
Ratio of lowest paid employee against minimum 1:1 ratio
wage
1
New Hires in 2023 = 1344; Turn-over = 813; 2022-2023 average employee count: 2,617+3,299 / 2
= 2,958
Attrition computation: Total New Hires – Turn-over / Average Total # of Employees last year & current
year (1224 - 726) / (2,534+2,617 / 2).

Employee benefits
% of female
% of male
employees who
employees who
List of Benefits Y/N availed for the
availed for the
Year
Year (2023)
(2023)
SSS1 Y 27% 18%
PhilHealth1 Y 6% 2%
Pag-ibig1 Y 19% 12%
Parental leaves2 Y 11% 5%
Vacation leaves2 6 Y 82% 79%
Sick leaves2 Y 83 70%
No data provided by No data provided by
Medical benefits (aside from
Y HMO due to data HMO due to data
PhilHealth)3
privacy privacy
Housing assistance (aside
N none none
from Pag- ibig)4
Retirement fund (aside from
Y 100% 80%
SSS)
Further education support Y 15 9
Company stock options N - -
Telecommuting Y No data available No data available
Flexible-working Hours Y No data available No data available
Rice Subsidy5 Y 100% 100%
1
Based on total number of employees. Note that 100% of our regular employees are covered by

123
mandatory benefits.
2
Based on total number employees who are entitled to leaves and the actual number of employees
who availed the leaves.
3
100% of regular employees are covered with at least PhP 60k/month for entry level but availment of
HMO benefits is not being disclosed due to data privacy.
4
We only provide discount privileges to employees.
5
Based on regular permanent employees only.
6
Unclaimed Vacation and Sick Leaves for non-executive positions are convertible to cash 100%
and 50% of daily rate respectively. Unclaimed Sick leaves for executives are convertible at 50% of
daily rate.

Diversity and Equal Opportunity


Disclosure Quantity Units
(2023)
% of female workers in the workforce 54% %
% of male workers in the workforce 46% %
Number of employees from indigenous
communities and/or vulnerable sector 1 0 #
1
Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees,
migrants, internally displaced persons, people living with HIV and other diseases, and the
poor or the base of the pyramid (BOP; Class D and E).

Employee Hiring and Benefits, Diversity and Equal Opportunity


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders
affected
Our policy and practice in hiring determines our ability to foster equal distribution
of opportunities across diverse sets of people. For example, setting a policy on
gender equality or hiring people coming from vulnerable groups will determine
how much opportunity we are able to distribute to the male and female
population or vulnerable groups given their nuanced needs and circumstances.
Hence, we take our hiring policy seriously to provide everyone with a level plane
field to access the employment opportunities that we create through our
business.

The benefits we provide our employees deliver a lasting effect on our employees’
quality of life. For example, providing health care coverage to our employees
determines their resilience to medical emergencies, which is key to maintaining
quality of life. Employees who enjoy a good quality of life will tend to be more
engaged and productive in the workplace, which impacts our business positively.

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Management Approach for Impacts and Risks
Hiring, Benefits, Diversity and Equal Opportunity. We hire based on capability
and alignment with the requirements of the job. In our hiring process, we do not
discriminate against any person in terms of gender, ethnicity, age, and other
circumstances. We apply an anticipatory hiring strategy looking at our needs in
the next 3-5 years based on our long-term business strategy. We have an intake
program to hire early on and better prepare our new hires even before the actual
needs arise.

In terms of gender diversity, we currently have about 54% female and 46% male.
We are working towards striking a better balance in terms of gender. RLC was
included in the 2022 Bloomberg Gender Equality Index for scoring at or above
global threshold established by Bloomberg to reflect high level of disclosure and
over- all performance across the frameworks’ five pillars: Female Leadership and
Talent Pipeline; Equal pay and Gender Pay Parity; Inclusive Culture; Sexual
Harassment Polices; and Pro-Women Brand.

In particular, RLC scored high in Female Leadership and Talent Pipeline or equal
representation and opportunities in the workplace and Anti-Sexual Harassment
Policies. RLC’s employees are 54% women. It can also be noted that 63% of
promoted employees are Female.

Benefits. We benchmark our benefit structure with the industry standards and
adjust accordingly to stay within the industry average. On top of government-
mandated benefits, we provide other benefits as part of our engagement
initiatives such as healthcare coverage (HMOs), life insurance, medical allowance,
rice subsidy, bereavement assistance, discounts to our products, and access to
affordable emergency loans.

We also take advantage of our business ecosystem in the JG Summit Group by


linking our employees to Robinsons Bank for access to affordable loans tailor
fitted for our employees.

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Opportunities and Management Approach
Attrition. Our attrition rate for 2023 was 19%. In exit interviews, we see offers for
better employment opportunities remain the biggest reasons for attrition. We
opened 10 properties Hotels - Westin Manila | Malls - NUSTAR Malls | Robinsons
Logistix and Industrials - Calamba 2A and Calamba 2B | Residential -
Woodsville Crest - Olive Building, Le Pont, Mantawi Tower 1, Sierra Valley Garden
4 and Velaris Tower 2.

Retaining employees is critical to our long-term success in the real estate industry,
ensuring customer satisfaction, increased sales, satisfied coworkers, and effective
succession planning as well as organizational knowledge and learning.

RLC aims to reduce its attrition rate by 5 percentage points in the next 5 years.
The management aims to improve the following, (i). training/ workshops, (ii).
increase mentorship and guidance from supervisors, (iii). more discussion with
employees and managers on employee’s career growth, (iv). as well as a review of
our benefits and total rewards policy.

Benefits. More than mere compliance to minimum pay mandates, we provide


healthcare coverage (HMOs), life insurance, medical allowance, rice subsidy,
bereavement assistance, discounts to our products, and access to affordable
emergency loans. We also offer preferential rates for real estate purchases from
RLC, and loans with Robinsons Bank.

To improve our talent retention and employee engagement, we see an


opportunity to assess the benefit availment rates of our employees across our
different benefit types to determine overall effectiveness of our benefit structure.
We will continue to innovate structures that better respond to the real needs of
our employees.

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Employee Training and Development
Disclosure 2023 Units
Total training hours provided to employees 36,215 hours
a. Female employees 25,610 hours
b. Male employees 10,605 hours
Average training hours provided to 14.09 hours/employee
employees1
a. Female employees 18.4 hours/employee
b. Male employees 9.0 hours/employee
1
Training hours indicated here are the instructor-led Classroom internal trainings. Not reflected
are trainings attended by employees outside the organization, hands-on/on-the job trainings,
computer/video base e-learnings, and coaching and mentoring.

Employee Training and Development


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
The level of training hours is an important driver of employee growth and
development. Our ability to meet our employees’ training needs impacts their
overall growth as professionals. Highly trained and highly engaged employees
tend to be more productive, which also benefits the company. This year about
25,610 and 10,605 training hours were provided to female and male employees,
respectively. We will continue to make trainings more equally accessible and
attractive across genders.

To make training opportunities more accessible to employees, RLC continues to


provide online learning resources via LinkedIn Learning and Coursera. This
encouraged participation from employees in other regions. Training areas
included: customer service, communication, coaching, leadership, finance,
negotiation, and project management; as well as technical training courses
offered to technical positions in engineering and operations.

Management Approach for Impacts and Risks


We adopt a centralized learning framework that is anchored on the Core Values of
the organization. RLC follows curriculum consistent with the standards of JG
Summit group of companies, which are categorized into internal learning courses
as follows:

1. Core Development Programs - enhances the soft skills of employees. This


includes programs on customer service, communication, and professional
image.
2. Management Development Programs aim to provide a strong leadership
and coaching culture in the organization, hence programs aimed to develop

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these competencies fall under this.
3. Executive Development Programs target high potential and high performing
leaders. This covers programs on problem solving, negotiation, finance, and
strategic communication.
4. Functional Training Programs. There are Functional Training Programs that
are customized per department that address the gaps of different functions.
These programs include development plans for Engineering, Leasing,
Marketing, Construction Management, and Operations. There is a continuous
development of in-house SMEs (subject matter experts) who continue to
impart learning on the job to their colleagues via share and learn sessions that
allows for sharing of best practices while learning new technology and trends
at the same time.

RLC promotes the development of employees by continuously providing relevant


and timely training programs anchored on the training needs of the company and
the employees.

Opportunities and Management Approach


We continue to anticipate new skills and capability needed by our employees to
help us prepare for the future in terms of new technologies and industry practices
in real estate. For example, we are continually on the look-out for new and better
technologies and practice in managing malls, offices, residences and hotels or in
the design and construction of different property formats. Being continually
informed on new industry developments enables us to take leadership in the
market.

Labor-Management Relations
Disclosure 2023 Units
% of employees covered with Collective
0% %
Bargaining Agreements1
Number of consultations conducted with
employees concerning employee-related 100 #
policies2
1
In general, we consult our employees on any new policy that affects them. Based on our corporate
governance we afford ample time for employees to provide input and feedback before we put policies in
effect.
2 This includes consultations on Early Retirement, Leave Entitlement, Dependents' HMO (policy on Hierarchy),
Uniform, Non-Regularization of Probationary Employee etc.

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Labor – Management Relations
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
Good labor-management relations create a healthy workplace for us. It enables
our employees to raise their concerns to the management. It helps the
management find ways to refine its policies and systems that improve our
workplace conditions in both construction and in operations, particularly in our
malls and hotels and resorts. Good workplace conditions help reduce health and
safety risks and provide social safety nets for our employees in times of crisis.

Poor Labor-Management relations grossly affect performance and inherently has


high reputational risk especially when labor unions resort to actions beyond close-
door dialogues.

Management Approach for Impacts and Risks


RLC ensures the observance, strict implementation and compliance with
employment and labor laws and policies with regards to recruitment,
employment, retention and benefits of the employees.

We are committed to providing a decent workplace for our employees and


providing their needs to be effective in their work. We practice an open-door
policy. Employees may directly communicate with their immediate superior or
with the HR department. We also listen to our employees through employee
engagement surveys and other ad Hoc surveys that are conducted by our HR. We
also provide informal avenues for employees to raise their concerns to the
management, such as lunch meetings and get together activities. Digital tools
such as video meetings and group chats were utilized to frequently update our
employees of changes at work.

The Company ensures the observance of strict implementation and compliance


with employment, labor laws and policies with regards to recruitment,
employment, retention and benefits of employees. Minimum notice period
regarding operational changes ranges from three to six months, dependent on
the proponent of change.

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Opportunities and Management Approach
We continually look for better ways to solicit feedback from our employees
through formal and informal feedback sessions. In 2023, we received an average
score of 82% when we conducted a pulse survey to assess the impression of the
employees towards the company and its work environment. This is in terms of
employee engagement, collaboration, communication, company leadership,
customer focus, personal career growth & development potential, job
enablement, pay & benefits, performance & accountability, strategic alignment
and work process.

Workplace Conditions, Labor Standards, and Human Rights


Occupational Health and Safety1
Disclosure 2023 Units
Safe Man-Hours 7,709,515.83 Man-hours
No. of work-related injuries 0 #
No. of work-related fatalities 1 #
No. of work-related ill-health 3 #
No. of safety drills 286 #
1
This disclosure includes the Robinsons Construction Management unit.

Labor Laws and Human Rights


Disclosure 2023 Units
No. of legal actions or employee
0 #
grievances involving forced or child labor

Do you have policies that explicitly disallow violations of labor laws and human
rights (e.g. harassment, bullying) in the workplace?

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We do not have explicit written corporate policies relating to these topics
since these are expressly defined in our Philippine labor laws, which we
ensure compliance in all our operations.

If Yes, cite reference in the


Topic Y/N
company policy
Forced labor Y
Indicated in the Employee
Discipline Policies and
Guidelines;
Child labor Y “Notwithstanding the
express enumeration of acts,
omission or incidents in the
Offenses Subject to
Disciplinary Action (OSDA),
the pertinent provisions of
the Labor Law and allied
laws, rules, and regulations
are deemed incorporated in
the OSDA. For acts or
omission not specifically
treated in the OSDA, the
pertinent provision of law
shall apply”

Indicated in OSDA; (1)


Sections 3- Acts or
Omissions Concerning
Relationships with Superior,
Attendance to and
Performance of Assigned
Duties, (2) Section 4- Acts or
Omissions Concerning
Harmony and Good Order,
Safety and Decency at Work
Human Rights Y
• Policy on Sexual
Harassment
• Policy on Health, Safety
and Welfare
• Corporate
Environment, Health
and Safety Policy

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• Drug Free Workplace
Policy
• Workplace Policy on
Prevention Control of
HIV and AIDS, Hepatitis
B and Tuberculosis
• Special Benefits for
Women/Magna Carta
for Women
• Leave Benefits Policy
(includes Expanded
Maternity Leave, Solo
Parent Leave, Vacation
Leave, Sick Leave,
Service Incentive Leave,
Nuptial Leave,
Emergency Leave,
Bereavement Leave)
• Whistleblowing Policy
• Data Privacy Policy
• Flexible Work
Arrangement Policy
• Work from Home
Program
• Mental Health and
Wellness Policy
• Environment Health
and Safety Policy
• Retirement and
Separation Benefits
Policy

Workplace Conditions, Labor Standards, and Human Rights


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
Compliance to labor laws and human rights standards, as well as safe operation
and accident prevention are fundamentals to running a good business.

Threats to the rights, health, and safety of our employees impact our productivity,
employee retention, and employee engagement. More importantly, it impacts the
wellbeing and quality of life of our employees. Risks to health and safety are
greater in construction sites than in operations.

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Management Approach for Impacts and Risks
OSH management system is primarily designed to protect the health and safety of
individual workers or members of the company. OSH Trainings are regularly
conducted for the Lead Persons – Engineers, Security, Operations personnel.

Health and safety risks are regularly assessed to identify ways to eliminate or
minimize incidence. We set standards for safe working practices and ensure they
are practiced by all our employees, especially those involved in construction and
operations. In-house auditing and inspections are being conducted by
facility's/property engineers and operation's personnel. Documentations are done
by engineering and security and validated by the JG Summit Engineering group.

We ensure strict compliance with the requirements of the Fire Code of the
Philippines and other relevant regulations.

We regularly submit our safety records to the Department of Labor and


Employment (DOLE) to comply with their safety, health, and welfare standards and
policies. In addition, all properties/facilities of RLC's have clinics to cater to
employees and workers.

Beyond safety, we ensure all our operations comply with labor laws, including
those relevant to forced labor, child labor, and human rights. We conduct
periodic internal audits to monitor these risks in all our operations. The findings
are discussed in the top management.

Opportunities and Management Approach


We continue to work with our contractors to build a culture of safety in all our
construction and operations. More frequent and deliberate activities will be done
to educate and remind our employees on safety standards and protocols to
strengthen our safety culture and make safety a second nature to our employees
not just in the workplace but even in their homes.

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Supply Chain Management
Do you have a supplier accreditation policy? If yes, please attach the policy or link to
the policy:

Yes. Pertinent portion is re-stated in column no. 3 below.

Do you consider the following sustainability topics when accrediting suppliers?


If Yes, cite reference in the
Topic Y/N 2023
supplier policy
As stipulated in Supplier
Environmental Accreditation Policy, All
performance Y
interested suppliers shall
submit the accomplished
Supplier Accreditation
Forced labor Y Application Form (SAAF)
together with the required
accreditation documents.”
Child labor Y --required documents include
all pertinent government
permits per supplier type eg
Mayor’s Permit, Environmental
Human rights
Permits, Philhealth, SSS, Pag-
Y Ibig etc
As stipulated in Supplier
Accreditation Policy,
“…Without the written consent
Y of the company, directly or
indirectly offers or gives any
Bribery and corruption benefit or compensation in
cash or otherwise, to a
company employee because of
the employee’s association,
engagement
Or duties with the company.

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Supply Chain Management
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
About 51% of our revenue flows to our suppliers. Most of the activities we do in
the value chain is carried out by suppliers from construction to property
management. Hence the impact of our suppliers to environment, society, and
economy (ESE) is a significant portion of our impact. Our supplier’s success in
delivering their output determines our own success. Their impact on ESE affects
essentially all our stakeholders.

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Management Approach for Impacts and Risks
Our current supplier accreditation policy ensures that all our suppliers meet the
minimum standards to deliver quality output for us. Through our accreditation
process, we assess their capability and compliance to all relevant laws and
regulations.

Our supplier accreditation process are as follows:

1. Application - All suppliers intending to do business with any BU must apply


for accreditation through the submission of an accomplished Supplier
Accreditation Application (SAA) together with the required documents. SAA
contains the basic information about the supplier’s company, organization,
products or services offered and other relevant information necessary to
evaluate the supplier’s overall competencies.
2. Appraisal - RLC shall appraise all suppliers applying for accreditation using a
rating system for both the company and the product or service. The Rating
System for each accreditation criteria may vary by commodity group. The
supplier must meet at least 75% to be recommended for accreditation
approval.
3. Accreditation Approval – Approval will be done by the corporate supplier
accreditation team of RLC.

On top of the accreditation process, the following processes are being done to
assess the performance of suppliers.

1. Maintenance – All accredited suppliers shall be included and maintained in


the supplier information database.
2. Review and Evaluation – on a periodic basis, a complete reassessment of the
supplier's performance like the initial accreditation process will be conducted
based on key performance metrics.

Any supplier that fails to comply with minimum standards go through the
following recourse: 1) Suspension, 2) Debarment, 3) Appeal Process, and 4)
Reinstatement if the supplier is able comply with our minimum standards.

Opportunities and Management Approach


We are reviewing our supplier accreditation policy to include relevant to
environment, social, and economic criteria to ensure that our sustainability
standards and practices is also applied to the supplier.

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Relationship with Community
Significant Impacts on Local Communities

Focus Area : RELIEF OPERATIONS


In times of crises that impact jobs and livelihoods, immediate aid and support make a
huge difference in alleviating the plight of disadvantaged populations. This year, the
RLC actively took part in extending emergency assistance to address the most urgent
humanitarian needs in light of natural calamities.

R Tulong – RLC’s Emergency Relief Program


R Tulong is RLC’s emergency relief program aimed at providing assistance to
individuals and communities affected by calamities.

Aligned with RLC’s sustainability focus area on Stakeholder Well-being, we


recognize that our support is crucial during times of calamities to address the
urgent need for essential supplies such as water, food, shelter etc. This program
has been consistently conducting relief operations across various regions of the
country. Last year, the R Tulong Program was launched to consolidate all disaster
relief initiatives of RLC properties into a unified emergency relief program. This
initiative underscores RLC’s commitment to sustaining its disaster relief response
efforts in partnership with LGUs, DSWD-CSWD, and MDRRMO.

Through R Tulong, families and individuals displaced by calamities are given


immediate relief in the form of food, water, shelter, and basic care items.

During calamities, RLC collaborates with LGUs to gather data on affected families
and provide the required assistance, RLC properties most proximate to the
affected areas administer the turnover and distribution of relief packs to the
intended beneficiaries.

In 2023, R Tulong achieved the following:


• Distributed 1,213 Relief Packs
• Assisted 3,639 Beneficiaries
• Reached 9 areas in the Philippines

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Focus Area: HEALTH & NUTRITION
The occurrences of viral diseases & health risks in recent years emphasized the
importance of maintaining good health and nutrition more than ever. RLove launches
several initiatives to provide much needed support and assistance for health &
nutrition to the most vulnerable communities.

R Gift of Health – RLC’s Medical Mission Program


RLC’s R Gift of Health is a Medical Mission Program that provides essential medical
services including screenings, consultations, and free medicines, to indigent
individuals in the communities most in need. RLC believes that good health is vital
in order to have a good quality of life.

This program started in April 2023 and remains ongoing. Aligned with RLC’s focus
area on Stakeholder Well-being, we continue to aspire to reach more communities
moving forward. We collaborate with various partners, including Southstar Drug,
LGUs, NGOs, and Robinsons Malls, to bring the medical mission closer to select
LGUs and NGOs within our communities.

RLC organizes the medical mission by identifying beneficiary groups and


collaborating with them to meet necessary requirements, including logistical
arrangements, to facilitate the medical mission in their area. RLC covers all costs
associated with providing free medicines to the beneficiaries. Additionally, RLC’s
partner, Southstar Drug, supplies the medical personnel, pharmacy set-up, and
provides medical screenings and consultation services.

In 2023, R Gift of Health Medical Missions made a significant impact, conducting


5,458 medical screenings, serving 3,885 individuals, and reaching out to 17
communities. As recognition of our efforts, RLC was honored with a Bronze Award
from the DOH's Healthy Pilipinas Awards 2023, which acknowledges Philippines
corporations with initiatives dedicated to public health. We are committed to
furthering this program in 2024, extending its reach to even more communities
and beneficiaries.

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R Lusog – RLC’s Feeding Assistance Program
R Lusog is RLC’s feeding assistance program that addresses the nutritional gap of
select beneficiaries suffering from malnutrition.

RLC believes that individuals need nourishment and good health in order to
function properly and do well in life. RLC has been conducting Feeding Assistance
initiatives to select communities/groups in need supporting its sustainability focus
area on Stakeholder Well-being; in partnership with LGUs, schools and NGOs.
The R Lusog Program was launched last year to consolidate all feeding initiatives
of RLC properties into 1 unified feeding assistance program. This also
communicates RLC’s intention to sustain its feeding initiatives and to serve more
groups/beneficiaries.

The objective of the program is to help beneficiaries achieve their ideal body mass
index (BMI). Through this program, undernourished individuals are given food &
nutrients provision for a period of time to fill the nutrition-gap, provide the energy
needed by the body and brain-power in school & everyday life. A standard
feeding program runs for 1 month for adults and 100 – 120 days / 1 school year for
children.

RLC provides the funding to feed select groups of undernourished beneficiaries


from schools/groups/NGOs. The implementing partners are chosen based on
their capacity to implement the feeding activity, physical presence in the area of
feeding, track record and success rate.

The activity is conducted through a daily feeding activity in the schools / care
centers. In 2023, RLC was able to feed a total of 355 individuals through this
program.

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Focus Area : CHILD WELFARE & EDUCATION
With its recognition of the importance of child welfare development and education,
RLC promotes education through provision of needed equipment, supplies, and
basic materials to support the education of children and youth.

R Eskwela – RLC School Assistance Program


R Eskwela is RLC’s school assistance program dedicated to supporting select
schools and learning institutions through school rehabilitation, construction of
facilities, and provision of supplies and learning tools.

Aligned with RLC’s sustainability focus area on Stakeholder Well-being, RLC


recognizes that education is the key to empowering every child to realize their full
potential and become productive members of society.

RLC has a longstanding commitment to educational assistance initiatives for


schools, organizations, learning institutions, and NGOs in need.

The R Eskwela Program was launched last year to consolidate all education
initiatives of RLC properties into a unified school assistance program. This also
communicates RLC’s intention to sustain its initiatives on education and to serve
more beneficiaries including students in collaboration with schools, LGUs, NGOs
and the Department of Education.

During the back-to-school season, RLC reaches out to various schools and
learning institutions to provide necessary items such as equipment, supplies,
tools, classroom furniture, as well as rehabilitation work to prepare for the opening
of classes, aligning with DepEd’s Brigada Eskwela Program.

RLC properties nationwide actively participate in these activities by sending


volunteers to assist in the turnover of donations to the beneficiaries. Through this
program, schools, NGOs, and learning organizations receive assistance in
supplies, tools equipment, rehabilitation services, and more, enhancing the
learning environment of the students.
In 2023, RLC achieved the following:
• Distributed 2,380 RLove school bags with school supplies
• Reached 43 schools and organizations
• Supported 15,995 beneficiaries
• Covered 33 areas in the Philippines

RLC is committed to continuing this program and expanding its reach to more
schools and communities, thereby supporting the education of more Filipino
children.

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Focus Area : COMMUNITY DEVELOPMENT
RLC strives to impact positive change in communities where it is present through
provision of avenues to access opportunities and services on health and wellbeing.

Lingkod Pinoy
The Lingkod Pinoy Centers emerged from RLC’s aspirations to support the
government in bringing essential services accessible to more Filipinos. It is a one
stop center where Filipinos may access a variety of govt services with the ff
agencies:
• SSS – Social Security System
• Pag-Ibig
• PRC – Philippine Regulatory Commission
• PhilHealth
• Bureau of Immigration District Offices
• DFA – Department of Foreign Affairs
• OWWA – Overseas Workers Welfare Administration
• Local Govt Unit of Quezon City
• PHILPOST
• NBI – National Bureau of Investigation
• TIEZA - Tourism Infrastructure and Enterprise Zone Authority
• LTO – Land Transportation Office
• POEA – Philippine Overseas Employment Administration
• LRA - Land Registration Office
• SEC – Securities and Exchange Commission
• DTI – Department of Trade & Industry

Robinsons Malls also provides tenant spaces free-of-charge to government


agencies in order for them to administer other its services closer to Filipinos.
In 2023, Lingkod Pinoy’s served a total of transaction in 2023 is 9,095,824
averaging 41,576 transactions/day with 84 stand-alone offices and 152 centers
nationwide. Lingkod Pinoy was also able to administer 2,242,581 National ID
processing and 839,257 passport renewals.

Supporting RLC’s sustainability focus areas on Responsible Land Use and


Stakeholder Well-being, Robinsons Malls stays true to its promise of making life
easier and more convenient for every Filipino through the 37 Lingkod Pinoy
Centers situated in our malls nationwide.

For 2023, Lingkod Pinoy was also able to provide the following services:
• National ID processing – 2,242,581 transactions
• Saliva RT-PCR Test COVID 19 – 125,324 individuals served
• Passport Renewal – 839,257 transactions
• Bureau of Quarantine Yellow Card Distribution – 297,344 individuals

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served
• COMELEC Brgy Election Registration – 96,940
• COMELEC Voters’ Registration – 51,114

Transport Hubs
RLC’s presence in several communities makes it a strategic hub for transport
connectivity. By providing terminal spaces for public utility vehicles, the malls
improve accessibility to several destinations for commuters. Robinsons Malls host
a variety of transport services: from P2P buses, UV Express Services and vans,
electric and regular jeepneys and tricycles. Some of the Malls also provide loading
bays to ensure a safe and systematic way for commuters to board and alight from
public transport vehicles. In total, 57,843sqm of space in Robinsons Malls were
allotted for public transport terminals nationwide; providing service to the Filipino
riding public through:
▪ 19 Transport Terminals
▪ 398 Transport Routes
▪ 209 Transport Groups
▪ 41 P2P Routes
RLC provides clean & safe locations within the malls’ vicinity for the convenience of
the riding public. Through the Transport Hubs, commuters are given access to a
safer & more convenient venue to take their public transportation, supporting
RLC’s sustainability focus areas on Responsible Land Use and Stakeholder Well-
being; staying true to its promise of making life easier and more convenient for
every Filipino.

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Entrep Corner – RLC’s Entrepreneurship Program for Schools
Entrep Corner is RLC’s CSR program, conducted in collaboration Robinsons Malls,
providing actual retail experience to the students pursuing
entrepreneurship/business management-related courses and strands. The
program aims to refine their entrepreneurial skills within a simulated business
environment. Additionally, it offers mentorship and seminars facilitated by
resource persons and industry experts from RLC and other JGSHI subsidiaries and
RRHI.

Entrepreneurs and play a significant role in driving our country’s economic


growth. RLove believes that equipping students with resources, exposure and
hands-on business experience will inspire and develop them into future
entrepreneurs.

Aligned with RLC’s focus area on Stakeholder Well-being, this program was
initiated in April 2006 and remains ongoing. Over the years, it has produced
numerous entrepreneurs.

Through Entrep Corner, senior high school and college students, taking up
entrepreneurship or business-related courses gain invaluable retail experience in
Robinsons Malls, preparing them for future careers in business. RLC’s partners for
this program include various partner schools in Metro Manila and businesses
under RLC & JGSHI.

The Entrep Corner Program is comprised of three key activities:

1. Seminars - Resource speakers from RLC and other JGSHI subsidiaries and RRHI
deliver expertise on sales, merchandising, financial literacy, digital marketing, and
business planning through a half-day seminar tailored for students.
2. Product Evaluation - Students present their business and products to a select
panel of evaluators, consisting of industry experts from RLC and other JGSHI
subsidiaries and RRHI.
3. Product Exhibit - Students are provided with tenant spaces at Robinsons Malls,
enabling them to sell their products and operate their businesses within a real
business environment.

In 2023, Entrep Corner achieved the following milestones:

• 474 Student Exhibitors given the chance to sell at Robinsons Malls


• 94 Supported Businesses

RLC is committed to continuing this program and expanding its reach to more
communities and beneficiaries starting in 2024.

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R Sikap – RLC’s Livelihood Assistance Program
R Sikap is RLC’s livelihood assistance program designed to provide sustainable
sources of income for those most in need.

RLC recognizes the importance of livelihood in enabling individuals to afford a


decent way of living for themselves and for their families, aligning with its
Sustainability focus area on Stakeholder Well-being.

For years, RLC has been supporting and funding Livelihood Trainings & Assistance
to select communities and groups in need. This initiative is carried out through
partnerships with government agencies and trusted implementing NGOs,
including:

• International Care Ministries Foundation


• St. Paul University Quezon City
• Technical Education & Skills Development Authority (TESDA)
• Local Government Units (LGUs)
• Department of Social Welfare & Development (DSWD) or City Social
Welfare Development (CSWD)
The R Sikap Program, launched 2023, consolidates all livelihood initiatives across
RLC properties into a unified livelihood assistance program. This demonstrates
RLC’s commitment to sustaining livelihood initiatives and expanding their reach to
serve more groups and beneficiaries. Through this program, unemployed or
underpaid individuals are provided with opportunities for a more sustainable
source of income.
The R Sikap program provides:

1. Livelihood Trainings - RLC funds implementing partners to administer 1-


year long livelihood trainings to select groups. This training includes
mentorship and seed capital to help participants start and grow their own
businesses. Implementing partners are chosen based on their capacity to
sustain the training, physical presence in beneficiaries’ area of residence,
and track record of success.

2. Livelihood Carts - RLC donates RLove Livelihood/Food Carts to deserving


groups who are capable of running a food cart business. Recipients are
chosen based on their suitability and deserving need for the donation.

In 2023, R Sikap achieved the following milestones:

• Distribution of 20 RLove Livelihood Carts


• Training of 200 Individuals

144
• Assistance provided to 293 beneficiaries

RLC is committed to continuing this program and expanding its reach to more
communities in need of livelihood assistance.

Disclosure on Free and Prior Informed Consent (FPIC) is not material given that
there are no operations that is within or adjacent to ancestral domains of indigenous
peoples.

Relationship with Communities


Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
Community could get impacted positively or negatively ranging from physical
risks to social and economic risks. For example, displacement can be both
physical displacement or economic displacement due to our presence.

Negative impacts in the community could have significant impact to our


reputation and social license to operate. Conversely, delivering positive benefits
to the community enable us to build stronger partnerships such as in local
sourcing of goods and talents.

145
Management Approach for Impacts and Risks
Our social/community impact assessment and risk management process is a
mandatory process that guides sustainability-related risk management and
integrates a risk register into operating plans. As part of that process, exploration,
production and major projects are examined against the physical, social and
political settings of our operations. Local concerns may influence the potential
importance of these stakeholders and environmental matters including long-term
risks and cumulative impacts. Risks are identified and described by a diverse
group of subject matter experts in each business unit (BU) and project.

To help Business Units in Community Assessment and affairs a System


Management Approach is developed:

1. Impact and Risk Assessment- Assessment is basically the identification of


potential and likely risks within a particular community, and the process of
prioritizing those risks. The community risk assessment process can be as
complex and detailed as local resources permit. Or, using basic skills and
resources available to most organizations can be a more simplified process
that will produce basic information that can be used effectively for
intervention/enhancement projects.
2. Mapping Stakeholders and Prioritizing Risks- Identifying the people related to
the project, those who will be affected by the development and those than
can influence, and to help develop strategies to engage these people in the
right way. In most contexts community development projects will have a wide
variety of actors. Also, during this process, a risk register is developed looking
at the long term and short term, and also looking at the probability and
severity.
3. Addressing the Risk- A structured and coherent approach to managing the
identified and ranked risk.
4. Engage Stakeholders- Communicate and collaborate on strategies and action
plans in addressing risks and impacts.
5. Measure and Monitor- Tracking and assess actions to ensure ongoing
adequacy and effectiveness of the management system.

Over-all, incorporating community affairs strategy into business brings


transformative power through business excellence. Our philosophy is based on
the idea that corporate success and social welfare are interdependent. A business
needs a healthy, educated workforce, sustainable resources, and adept
government to prosper and compete effectively. Also, for society to thrive,
profitable and competitive business must be developed and supported to create
income, wealth, tax revenues and opportunities for engaged social development.

146
Opportunities and Management Approach
RLC is currently cascading the Community Assessment tool to be used during the
different phases of development; from Business development, construction and
operations of projects and properties. Done properly, commercial development
can improve a local community in more ways than one, by adjusting, innovating,
and continuously improving systems, services and products being put out by the
company.

Accordingly, since engagement and transparent reporting and disclosure of how


we minimize and mitigate risks associated with construction and operations is a
top business priority and key concern of our stakeholders; periodic
communication and reporting is to be enhanced.

Customer Management
Customer Satisfaction
Did a third-party
Disclosure conduct the customer
2023
satisfaction study
(Y/N)?
Customer Satisfaction Score 72% N

Health and Safety


Disclosure 2023 Units
No. of substantiated complaints on
1,560 #
product or service health and safety1
No. of complaints addressed2 1,503 #
1
Malls – 1205 \ Residences - 355
2
Malls – 1205 \ Residences - 298

Marketing and labelling


This topic is not material to our company, since we do not sell fast-moving consumer
product.

147
Customer Privacy
Disclosure 2023 Units
No. of substantiated complaints on
0 #
customer privacy 1
No. of complaints addressed 0 #
No. of customers, users and account
holders whose information is used for 0 #
secondary purposes
1
Substantiated complaints include complaints from customers that went through the
organization’s formal communication channels and grievance mechanisms as well as
complaints that were lodged to and acted upon by government agencies.

Data Security
Disclosure 2023 Units
No. of data breaches, including leaks,
0 #
thefts and losses of data

Customer Management - Health and Safety, Customer Privacy and Data Security
Impacts and Risks: Where it occurs, RLC’s involvement, stakeholders affected
Customer management is fundamental to corporate success and sustainability.
Our ability to keep our customers satisfied is at the core of our performance as a
corporation. Ensuring their health and safety in the use of our products, and
protecting their information are ways to deliver customer satisfaction.

Our inability to meet their expectations poses a significant risk to our viability in
both the short-and-long term horizons.

148
Management Approach for Impacts and Risks
Customer Satisfaction. We conduct periodic market research to gauge customer
expectations and build the right products and services to meet their expectations,
needs, and capabilities. Our customer satisfaction surveys tell us whether the
products and services as designed have indeed met their requirements. We
continually iterate and improve our performance through these processes.

Health and Safety. We ensure that our properties do not pose any risk to the
health and safety of our employees. This is assured from the design process to
construction as well as operations that it meets the highest building standards that
ensures it is resilient to any structural threats. In our properties, we continue to
assess risks to our customers such as slippage and fall and periodically audit to
ensure compliance to our standards.

Customer Privacy and Data Security. All personal information collected during
customer interactions is handled in accordance with the Data Privacy Act of 2012.
The contact details of our Data Protection Office are visible on our company
website and various privacy notices where data privacy inquiries and complaints
may be addressed. The Company & our Data Protection Officer (DPO) is
registered with the National Privacy Commission (NPC), the government agency
mandated to administer and implement the Data Privacy Act of 2012. Moreover,
our DPO is an active member of Data Privacy Council of NPC as the Sectoral
Representative for Real Estate.

To protect customer data as well as all our other confidential information, we have
implemented a strong security policy, put in place advanced network security
protection and monitoring process in the following aspects of our data
management system:

• Secured Email System. RLC is using advanced security protection through


Microsoft Office 365 as employee’s corporate email. It provides URL
filtering, screening of attachments and links to be protected from malware,
spam and phishing.
• End-point Security Protection. RLC installed CrowdStrike Endpoint
Protection as the last defense layer to protect end-user's computer from
malware, ransomware, spam and phishing.
• Security protection of RLC’s edge network. RLC used a strong network
firewall rules that serve as a network gateway to only allow authorized and
specific ports to pass through. It also includes advanced URL filtering,
advanced DNS security, advanced, advanced AI-driven security threat
prevention and secured VPN connections among its remote sites.
• Disallowed the use of external storage by employees.

149
• We have corporate information security team that performs Security
Vulnerability Assessment and Penetration Testing (SVAPT) on regular and
on-demand basis specially before we launch a new website.

Opportunities and Management Approach


Customer management is a continual improvement process. We continually
assess our customer experience journey and find ways to better meet their
expectations.

We maintain various communication channels and facilitate meaningful


interactions with our customers and stakeholders. This allows us to better address
their needs and strengthen our relationships with them, while improving our
systems in the process. The information and feedback we receive are processed
through the appropriate business units, ensuring feedback is addressed
immediately and incorporated into our business strategies.

Beyond customer satisfaction, we intend to measure the real economic and social
value we contribute to our customers and their stakeholders, such as how our
malls are able to increase their access to market through increased foot traffic to
our malls to better understand how our product enable them to grow as they
locate with us. A more systematized measurement of economic and social value
will enable us to better optimize our products for increased value to the
customers we serve and to society in general.
LE DEVELOPMENT GOALS
Product or Service Contribution to UN SDGs
Key products and services and their contribution to sustainable development.

Societal Value / Potential Management


Key Products
Contribution to UN Negative Impact Approach to
and Services
SDGs of Contribution Negative Impact
We provide a
suitable location Apart from the
where businesses environmental,
can operate and social, and Nothing
Office grow, contributing economic material that
Space to job creation and impacts we could
increased economic identified identify
activity in the areas above, we see
where we are no further
located. material
negative

150
To date we have impacts of this
305,917.54 square product to
meters of gross floor SDGs.
area.

We provide a space
where our
customers
(merchants) benefit When we enter
from the foot traffic Current a location, we
to the malls. It allows businesses map which
foreign and local could be local
enterprises to access negatively enterprises
key markets and affected could be
Mall Space scale their through negatively
businesses. People reduced affected by our
around our locations customers. entry. We
can access quality Increased assess the
products that meet consumerism impact and
their needs from could reduce provide
food, medicine, the savings of opportunities
clothing, and other citizens. for the affected
needs that improve May cause parties to
their quality of life. traffic locate in our
congestion mall, or their
To date, we have a that reduces household
total of 3,130,000 productivity of members to
square meters of population. given
gross floor area. In employment
addition, 24 of our opportunities.
malls offer low-
carbon malls spaces,
as they’re fitted with
solar panels that
meet a significant
part of their power
requirement.

151
We provide
affordable, quality
accommodation
options for tourists Apart from the
who contribute environmental,
economic value to social, and Nothing
Hotel the local areas economic material that
Rooms where we operate. impacts we could
People who travel to identified identify
offsite locations on above, we see
business are also no further
able to access material
quality rooms that impacts of this
meet their budget. product to
SDGs.
Currently, we have
5,047 hotel rooms in
our Local &
International Brands.

We help families
achieve their dreams
of owning a home.
We have a deep Apart from the
understanding of environmental,
the needs of our social, and
customers and build economic
for them a residence impacts
Vertical and that meets their identified Nothing
Residential needs wherever they above, we see material that
Products are on their journey no further we could
towards financial material identify
freedom. impact of this
product to
In 2023, we have a SDGs.
total of 57,177
residential units.

152
We provide storage
space that helps Apart from the
product-based environmental,
Logistics businesses make social, and Nothing
(Storage) their distribution economic material that
system more impacts we could
efficient, ensuring identified identify
that their goods are above, we see
well secured. no further
material
To date we have impacts of this
227,250 square product to
meters of SDGs.
warehouse space.

Our master planned


properties are
designed to foster
resilience, mobility,
security,
connectivity, and
comfort. With a well-
designed
combination of
office space,
commercial and Apart from the
Master residential areas, we environmental,
planned create an urban social, and
mixed-use environment that economic Nothing
developme supports economic impacts material that
nts and growth in a manner identified we could
townships that protects the above, we see identify
environment and no further
puts people’s needs material
at the heart of it. impacts of this
product to
With efficient SDGs.
master-planning,
innovative designs,
and quality
construction, our
townships will raise
the standards of

153
mixed-use
developments in the
country. Overall, the
location and design
will attract foreign
investments that will
increase our
country’s overall
economic pool. The
compact
communities that we
built also help
reduce the need to
travel by car, fosters
walkability, that has
long term benefits
to air quality, health,
and climate
mitigation.

Currently, we have a
total of 280 hectares
of township
developments.

154
Annex A. Location of Operations and Geographical Presence (52 Cities, 13
Municipalities and 30 Provinces)

Robinsons Malls (Total of 54)

Year
Robinsons Malls Address
Opened
Metro Manila (8)
1. Robinsons Galleria EDSA corner Ortigas Avenue, Quezon City 1990
2. Robinsons Manila M. Adriatico Street, Ermita, Manila 1997
3. Robinsons
Quirino Highway, Novaliches, Quezon City 2001
Novaliches
4. Robinsons Metro
Marcos Highway, Brgy. Dela Paz, Pasig City 2001
East
5. Robinsons Otis P.M. Guanzon St., Paco, Manila 2007
6. a. Robinsons Aurora Blvd. corner Doña Hemady St.,
2012
Magnolia Quezon City
b. Magnolia Aurora Blvd. corner Doña Hemady St.,
2019
Expansion Quezon City
7. Robinsons Town Gov. Pascual Ave. cor. Crispin St., Tinajeros,
2013
Mall Malabon Malabon
Alabang-Zapote Road, Brgy. Talon, Las
8. Robinsons Las Piñas 2014
Piñas City

Luzon ex-Metro Manila (24)


Aguinaldo Highway, Tanzang Luma V,
1. Robinsons Imus 1998
Imus, Cavite
2. Robinsons Town Lopez Avenue, Batong Malaki, Los Baños,
2000
Mall Los Baños Laguna
3. Robinsons Star Mills
San Jose, San Fernando, Pampanga 2002
Pampanga
4. Robinsons Santa Old Nat’l Hi-way, Brgy Tagapo, Sta Rosa,
2002
Rosa Laguna
5. Robinsons
Pala-Pala, Dasmarinas, Cavite 2003
Dasmariñas
6. Robinsons Lipa Mataas Na Lupa, Lipa City, Batangas 2003
Ortigas Avenue Extension, Junction,
7. Robinsons Cainta 2004
Cainta, Rizal
McArthur Highway, Balibago, Angeles
8. Robinsons Angeles 2004
City, Pampanga
McArthur Highway, Brgy. San Miguel,
9. Robinsons Luisita 2007
Tarlac City

155
10. Robinsons Km. 3, Maharlika Highway, Cabanatuan
2008
Cabanatuan City
Trinidad Highway, Brgy. Cutcot, Pulilan,
11. Robinsons Pulilan 2008
Bulacan
12. Summit Ridge Km. 58, Tagaytay-Nasugbu Road,
2008
Tagaytay Tagaytay City
13. Robinsons Ilocos Brgy. 1 San Francisco, San Nicolas, Ilocos
2009
Norte Expansion Norte
14. Robinsons McArthur Highway, Brgy. San Miguel,
2012
Pangasinan Calasiao, Pangasinan
National Highway, Brgy. San Miguel,
15. Robinsons Palawan 2012
Puerto Princesa City
MacArthur Highway, Brgy. Sumapang
16. Robinsons Malolos 2013
Matanda, Malolos City, Bulacan
Maharlika Highway, Brgy Mabini, Santiago
17. Robinsons Santiago 2014
City, Isabela
18. a. Robinsons Sumulong Highway, cor. Circumferential
2014
Antipolo Road, Antipolo City
b. Robinsons
Sumulong Highway, Antipolo City 2022
Antipolo Expansion
19. Robinsons General
Governor’s Drive, General Trias, Cavite 2016
Trias
Roxas Ave., cor. Almeda Highway, Brgy.
20. Robinsons Naga 2017
Triangulo, Naga City, Camarines Sur
21. Robinsons
Brgy. Tanza, Tuguegarao City, Cagayan 2018
Tuguegarao
22. Robinsons Galleria
San Pedro, Laguna 2019
South
MacArthur Highway, Brgy. Sevilla, San
23. Robinsons La Union 2021
Fernando City, La Union
Pan-Philippine Highway, Gapan City,
24. Robinsons Gapan 2022
Nueva Ecija

Visayas (15)
1. Robinsons Bacolod Lacson Street, Mandalagan, Bacolod City 1997
2. Robinsons Fuente
Fuente Osmena, Bo. Capitol, Cebu City 2000
Cebu
Quezon-Ledesma Street, Rojas Village,
3. Robinsons Iloilo 2001
Iloilo City
4. Robinsons Barrio Tangub, National Road, Bacolod
2004
Cybergate Bacolod City
5. Robinsons Tacloban National Highway, Marasbaras, Tacloban 2009

156
City
6. Robinsons Calindagan Business Park, Dumaguete
2009
Dumaguete City
7. Robinsons
Don Gil Garcia St., Capitol, Cebu City 2009
Cybergate Cebu
Immaculate Heart of Mary Avenue, Pueblo
8. Robinsons Roxas 2014
de Panay, Brgy. Lawa-an, Roxas City, Capiz
9. Robinsons Antique Brgy. Maybato, San Jose, Antique 2015
10. Robinsons Galleria
Gen. Maxilom Ave. Ext, Cebu City, Cebu 2015
Cebu
11. Robinsons Jaro E Lopez St. Jaro, Iloilo City, Iloilo 2016
12. Robinsons North
Brgy. Abucay, Tacloban City, Leyte 2017
Tacloban
13. Robinsons Ormoc Brgy. Cogon, Ormoc City, Leyte 2018
2018
14. Robinsons Pavia Brgy. Ungka 2, Pavia, Iloilo

15. The Mall | Kawit Island, South Road Properties, Cebu


2023
NuStar City, Cebu

Mindanao (7)
1. Robinsons Cagayan Limketkai Complex, Lapasan, Cagayan De
2002
de Oro Oro City
2. Robinsons
J. P. Laurel Avenue, Davao City 2009
Cybergate Davao
3. Robinsons General Jose Catolico Sr. Ave., Lagao, General
2009
Santos Santos City
J.C. Aquino Avenue, Brgy Libertad,
4. Robinsons Butuan 2013
Butuan City
5. Robinsons Tagum Tagum City, Davao del Norte 2016
Macapagal Ave., Brgy. Tubod, Iligan City,
6. Robinsons Iligan 2017
Lanao del Norte
Sayre Highway, Brgy. Hagkol, Bagontaas
7. Robinsons Valencia 2018
Valencia, Bukidnon

157
Office Buildings (Total of 31)
Metro Manila (18)
Size &
Name Address
Designation
1. Galleria Corporate Along EDSA corner Ortigas Ave.,
30-storey
Center Quezon City
2. Robinsons Equitable Corner of ADB Ave and
Tower Poveda St., Ortigas Center, Pasig City 45-stroey
3. Robinsons Summit
Ayala Avenue, Makati City 37-storey
Center
4. Robinsons
Cybergate Pioneer St., Mandaluyong City 18-storey
Center Tower 1
5. Robinsons
Cybergate Center Pioneer St., Mandaluyong City 27-storey
Tower 2
6. Robinsons
Cybergate Pioneer St., Mandaluyong City 27-storey
Center Tower 3
7. Robinsons
EDSA, Mandaluyong City 12-storey
Cybergate Plaza
8. Robinsons Sapphire and Garnet Roads, Ortigas
26-storey
Cyberscape Alpha Center, Pasig City
9. Robinsons
Cyberscape Ruby and Topaz Roads, Pasig City 37-storey
Beta
Bridgetowne, E. Rodriguez
10. Tera Tower 20-storey
(C5) Avenue, Quezon City
11. Cyber Sigma Lawton Avenue, McKinley
21-storey
West, Fort Bonifacio, Taguig City
12. Robinsons
Ruby and Topaz Roads, Pasig City 37-storey
Cyberscape Gamma
Bridgetowne, E. Rodriguez
13. Exxa Tower 20-storey
(C5) Avenue, Quezon City
Bridgetowne, E. Rodriguez
14. Zeta Tower 20-storey
(C5) Avenue, Quezon City
Bridgetowne, E. Rodriguez
15. Giga Tower 28-storey
(C5) Avenue, Quezon City
Aurora Blvd. corner Doña
16. Cybergate Magnolia 6-storey
Hemady St., Quezon City

158
17. Bridgetowne East Bridgetowne, E. Rodriguez
3-storey
Campus 1 (C5) Avenue, Quezon City
Pearl Dr., Ortigas Center, Pasig,
18. Cyber Omega 29-storey
Metro Manila

Provincial (13)
Size &
Name Address designatio
n
1. Robinsons Cybergate Don Gil Garcia St., Capitol Site,
3-storey
Cebu Cebu City
2. Robinsons Galleria Gen. Maxilom Avenue cor. Sergio
4-storey
Cebu Office Osmena, Cebu City
3. Cybergate Galleria Gen. Maxilom Avenue cor. Sergio
13-storey
Cebu Osmena, Cebu City
4. Robinsons Place
San Nicolas, Ilocos Norte 4-storey
Ilocos Office
5. Robinsons Luisita McArthur Highway Bo. Tarlac City,
3-storey
Office 1 Tarlac
6. Robinsons Luisita McArthur Highway Bo. Tarlac,
2-storey
Office 2 City, Tarlac
7. Cybergate Delta
JP. Laurel Ave., Davao City 5-storey
8. Cybergate Naga Almeda Highway, cor Roxas
4-storey
Avenue, Naga, Camarines Sur
9. Cybergate Delta 2
JP. Laurel Ave., Davao City 7-storey
10. Robinsons Luisita McArthur Highway Bo. Tarlac City,
3-storey
Office 3 Tarlac
11. Cybergate Iloilo 1
Bgry. Ungka 2, Pavia, Iloilo 7-storey
12. Cybergate Iloilo 2
Bgry. Ungka 2, Pavia, Iloilo 10-storey
13. Cybergate Bacolod 2 Lacson St., Mandalagan, Bacolod
9-storey
City

159
Work.able Centers (total of 9)

work.able Centers Location Size in sqm

1. work.able
Cyberscape
Gamma 1 Cyberscape Gamma Topaz & Ruby
1,836
2. work.able Roads, Ortigas Center, Pasig City
Cyberscape
Gamma 2
Exxa & Zeta Towers, Bridgetowne E.
3. work.able
Rodriguez Jr. Ave., C5 Road Ugong 1,430
Exxa-Zeta
Norte Quezon City
4. work.able Cyber Sigma, Lawton Avenue,
309
Sigma (BTS) Bonifacio, Taguig City
5. work.able Giga
Giga Tower, Bridgetowne E. Rodriguez 730
(BTS)
Jr. Ave., C5 Road, Ugong Norte,
6. work.able Giga
Quezon City 1,117
2 (GoTyme)
7. work.able
Omega (1) 391
(BTS)
8. work.able
Cyber Omega, Pearl Drive, Ortigas
Omega (2) 112
Center, Pasig City
(BTS)
9. work.able
Omega (3) 2,082
(BTS)
Total 8,007

160
Hotels and Resorts (Total of 26 owned hotels and resort)

# Locations Address No. of


Rooms

GO HOTELS

METRO MANILA
Go Hotels UG/F, Robinsons Cybergate Plaza, EDSA cor.
1 223
Mandaluyong Pioneer Street, Mandaluyong City, 1550
5F Robinsons Otis 1536 Paz Guazon St. 831
2 Go Hotels Otis 118
Zone 90 Paco Manila, 1007
Go Hotels
Robinsons Cyberscape Alpha, Garnet
3 Ortigas 198
Road, Ortigas Center, Pasig City, 1605
Center

VISAYAS
1 Go Hotels Puerto North Road, Brgy. San Manuel, Puerto
108
Princesa Princesa City, Palawan, 5300
Calindagan corner South Road, Dumaguete
2 Go Hotels Central Business District, Dumaguete City,
102
Dumaguete 6200 Negros Oriental, 6200
3 Go Hotels Tabuan National Highway, Marasbaras,
98
Tacloban Tacloban City, Leyte, 6500
4 Go Hotels Lacson Street, Mandalagan, Bacolod City
108
Bacolod 6100, Negros Occidental
5 Ledesma Street Corner Quezon Street, Iloilo
Go Hotels Iloilo 167
City, Iloilo 5000

MINDANAO
1 JC Aquino Ave., Brgy. Bayanihan, Butuan
Go Hotels Butuan 104
City, Agusan Del Norte, 8600
2 Go Hotels Phoenix Mega Service Station, J.P Laurel
Lanang Davao Ave., cor. Arroyo St., Lanang, Davao City, 183
(JV) 8000
3 Robinsons Place Iligan, Brgy. Tubod, Iligan
Go Hotels Iligan 100
City, Lanao Del Norte

161
Roxaco-Asia-Hospitality Group (Franchisee)
1 Go Hotels 608 Quirino Avenue, Brgy. Tambo,
199
Parañaque Parañaque City
2 Go Hotels North 1107 EDSA, Veterans Village, Bago Bantay,
167
Edsa Quezon City
3 Go Hotels Ermita 1412 A. Mabini St. Ermita Manila City 219
4 Go Hotels Timog 63 Timog Ave. South Triangle Quezon City 219
Total count 2,313
Total without Franchisee 1,509

GO HOTELS PLUS
Go Hotels Plus Naga Diversion Road corner Almeda
1 68
Naga Highway, Bgy. Triangulo, Naga City
Go Hotels Plus Pan-Philippine Highway, Brgy. Tanza,
2 136
Tuguegarao Tuguegarao City, Cagayan Province
Total 204

SUMMIT HOTEL
LUZON
Summit Ridge Km. 58 Gen. Aguinaldo Highway, Maharlika
1 108
Tagaytay West, Tagaytay City, Philippines
Robinsons Magnolia, Dona M. Hemady
Summit Hotel
2 Avenue corner Aurora Boulevard, New 82
Magnolia
Manila, Quezon City 111
Summit Hotel
3 13 Annapolis, San Juan, 1504 Metro Manila 100
Greenhills
Summit Hotel Naga Diversion Road corner Almeda
4 60
Naga Highway, Bgy. Triangulo, Naga City

VISAYAS
1 Summit Circle Fuente Osmeña Corner F. Ramos St. Cebu
211
Cebu City
2 Summit Galleria Gen. Maxilom Ave cor. Benedicto St. Cebu
220
Cebu City
3 Sumit Hotel Brgy. Marasbaras, Tacloban City, Leyte
138
Tacloban

MIMINDANAO
Grand Summit Honorio Arriola St., General Santos City,
1 104
Hotel Gensan South Cotabato
Total 1,023

162
INTERNATIONAL

METRO MANILA
Holiday Inn Manila
1 ADB Avenue, Ortigas Center, Pasig 289
Galleria
Dusit Thani Mactan Punta Engano Rd., Mactan Island, Lapu-
2 272
Cebu Resort Lapu City, 6015, Cebu
Crowne Plaza Ortigas Ave., corner ADB Ave., Ortigas
3
Manila Galleria Center, Quezon City 264
San Miguel Ave, Ortigas Center,
4 The Westin Manila 303
Mandaluyong
Total 1,128
CEBU
1
Fili Hotel Cebu City, Cebu 379
TOTAL INVENTORY 5,047
TOTAL without Franchisee 4,243

Residential Buildings (Total of 71)


Projects / Buildings Address
Amisa Private Residences - Tower Brgy. Punta Engaño, Lapu-Lapu City,
1
A Cebu
Amisa Private Residences - Tower Brgy. Punta Engaño, Lapu-Lapu City,
2
B Cebu
Amisa Private Residences - Tower Brgy. Punta Engaño, Lapu-Lapu City,
3
C Cebu
Ortigas Ave. corner ADB Ave., Quezon
4 Galleria Regency
City
Signa Designer Residences - Valero Street corner Rufino Street,
5
Tower 1 Salcedo Village, Makati City
Signa Designer Residences - Valero Street corner Rufino Street,
6
Tower 2 Salcedo Village, Makati City
Sonata Private Residences - San Miguel Avenue corner Lourdes St.,
7
Tower 1 Mandaluyong City
Sonata Private Residences - San Miguel Avenue corner Lourdes St.,
8
Tower 2 Mandaluyong City
The Residences at The Westin San Miguel Avenue corner Lourdes St.,
9
Manila Sonata Place Mandaluyong City
Adriatico Street corner Pedro Gil,
10 One Adriatico Place
Ermita, Manila City

163
Adriatico Street corner Pedro Gil,
11 Two Adriatico Place
Ermita, Manila City
Adriatico Street corner Pedro Gil,
12 Three Adriatico Place
Ermita, Manila City
13 Azalea Place Cebu Gorordo Ave., Brgy. Lahug, Cebu City
Topaz Road corner Ruby Road, Ortigas
14 East of Galleria
Center, Pasig City
5th Ave. corner 21st Drive, Bonifacio
15 Fifth Avenue Place
Global City, Taguig
Galleria Residences Cebu Tower
16 Gen. Maxilom Avenue, Cebu City
1
17 Gateway Garden Heights Pioneer Street, Mandaluyong City
18 One Gateway Place Pioneer Street, Mandaluyong City
19 Gateway Regency Pioneer Street, Mandaluyong City
3rd Avenue corner 31st Street, Crescent
20 McKinley Park Residences
Park West, Fort Bonifacio, Taguig City
PM Guazon Street, Otis Paco, Manila
21 Otis 888 Residences
City
8th Avenue corner McKinley Parkway,
22 The Fort Residences
Fort Bonifacio, Taguig City
The Magnolia Residences, Aurora Blvd.
The Magnolia Residences - Tower
23 corner Doña Hemady and N. Domingo
A
Streets, New Manila Quezon City
The Magnolia Residences, Aurora Blvd.
The Magnolia Residences - Tower
24 corner Doña Hemady and N. Domingo
B
Streets, New Manila Quezon City
The Magnolia Residences, Aurora Blvd.
The Magnolia Residences - Tower
25 corner Doña Hemady and N. Domingo
C
Streets, New Manila Quezon City
The Magnolia Residences, Aurora Blvd.
The Magnolia Residences - Tower
26 corner Doña Hemady and N. Domingo
D
Streets, New Manila Quezon City
The Radiance Manila Bay - North Roxas Boulevard corner Maytubig
27
Tower Street, Pasay City
The Radiance Manila Bay - South Roxas Boulevard corner Maytubig
28
Tower Street, Pasay City
The Robinsons Place Residences
29 Padre Faura St., Ermita, Manila
1
Sapphire, Garnet, and Onyx Roads,
30 The Sapphire Bloc North Tower
Ortigas Center, Pasig City
Sapphire, Garnet, and Onyx Roads,
31 The Sapphire Bloc West Tower
Ortigas Center, Pasig City

164
8th Avenue corner McKinley Parkway,
32 The Trion Tower - Tower 1
Fort Bonifacio, Taguig City
9th Avenue corner McKinley Parkway,
33 The Trion Tower - Tower 2
Fort Bonifacio, Taguig City
10th Avenue corner McKinley Parkway,
34 The Trion Tower - Tower 3
Fort Bonifacio, Taguig City
West Service Road, Brgy. Merville,
35 Woodsville Residences
Parañaque City
Vimana Verde Residences - Bldg
36 St. Martin, Brgy. Oranbo, Pasig City
A
Vimana Verde Residences - Bldg
37 St. Martin, Brgy. Oranbo, Pasig City
B
Vimana Verde Residences - Bldg
38 St. Martin, Brgy. Oranbo, Pasig City
C
Amang Rodriguez Ave corner Calle
39 Acacia Escalades Bldg. A
Industria, Brgy. Manggahan, Pasig City
Amang Rodriguez Ave corner Calle
40 Acacia Escalades Bldg. B
Industria, Brgy. Manggahan, Pasig City
Pioneer St., Brgy. Barangka Ilaya,
41 Axis Residences Tower A
Mandaluyong City
Pioneer St., Brgy. Barangka Ilaya,
42 Axis Residences Tower B
Mandaluyong City
43 Bloomfields Novaliches Novaliches, Quezon City, Metro Manila
Benitez St., Brgy Horseshoe, Quezon
44 Centennial Place
City
13 Annapolis, San Juan, 1502 Metro
45 Chimes Greenhills Residences
Manila
Corner 20th Ave and Aurora Blvd
46 Escalades @ 20th Ave - Tower 1
Cubao, Quezon City
Corner 20th Ave and Aurora Blvd
47 Escalades @ 20th Ave - Tower 2
Cubao, Quezon City
Corner 20th Ave and Aurora Blvd
48 Escalades @ 20th Ave - Tower 3
Cubao, Quezon City
Corner 20th Ave and Aurora Blvd
49 Escalades @ 20th Ave - Tower 4
Cubao, Quezon City
Corner 20th Ave and Aurora Blvd
50 Escalades @ 20th Ave - Tower 5
Cubao, Quezon City
Corner 20th Ave and Aurora Blvd
51 Escalades @ 20th Ave - Tower 6
Cubao, Quezon City
20th Avenue, San Roque, Cubao,
52 Escalades East Tower
Quezon City

165
Meralco Road, corner Dr. A Santos, Brgy
53 Escalades South Metro - Tower A
Sucat, Muntinlupa City
Meralco Road, corner Dr. A Santos, Brgy
54 Escalades South Metro – Tower B
Sucat, Muntinlupa City
55 Gateway Garden Ridge Pioneer Street, Mandaluyong City
56 Gateway Regency Studios Pioneer Street, Mandaluyong City
Gold Loop corner Pearl Drive, Brgy. San
57 The Pearl Place - Tower A
Antonio, Pasig City
Gold Loop corner Pearl Drive, Brgy. San
58 The Pearl Place - Tower B
Antonio, Pasig City
The Wellington Courtyard - Bldg J.P. Rizal Avenue cor. Mayor’s Drive,
59
A Tagaytay City
The Wellington Courtyard - Bldg J.P. Rizal Avenue cor. Mayor’s Drive,
60
B Tagaytay City
The Wellington Courtyard - Bldg J.P. Rizal Avenue cor. Mayor’s Drive
61
C Tagaytay City
The Wellington Courtyard - Bldg J.P. Rizal Avenue cor. Mayor’s Drive
62
D Tagaytay City
The Wellington Courtyard - Bldg J.P. Rizal Avenue cor. Mayor’s Drive
63
E Tagaytay City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
64
Bldg. 1 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
65
Bldg. 2 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
66
Bldg. 3 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
67
Bldg. 4 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
68
Bldg. 5 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
69
Bldg. 6 Brgy. Merville, Parañaque City
Woodsville Viverde Mansions - Edison Ave. corner West Service Rd.
70
Bldg. 8 Brgy. Merville, Parañaque City
71 Robinsons Place Residences 2 Padre Faura St., Ermita, Manila

166
Housing Subdivisions (Total of 40)
Robinsons Homes
Property Name Address
1 Aspen Heights Brgy. Consolacion Cebu City, Cebu
2 Bloomfields Cagayan Brgy. Lumbia Cagayan De Oro City, Misamis
De Oro Oriental
3 Bloomfields Davao Lanang Davao City, Davao
4 Bloomfields General Brgy. Labangal General Santos City, South
Santos Cotabato
5 Bloomfields Heights
Brgy. Tibig Lipa City, Batangas
Lipa
6 Tagaytay-Nasugbu Highway Maharlika West
Bloomfields Tagaytay
Tagaytay City, Cavite
7 Blue Coast Residences Brgy. Punta Engaño Mactan, Cebu
8 Brighton at Pueblo
Brgy. Mahabang Parang Angono, Rizal
Angono
9 Brgy. Estefania Bacolod City, Negros
Brighton Bacolod
Occidental
10 Brighton Baliwag Calle Rizal Brgy. Sta. Barbara Baliwag, Bulacan
11 Brighton Parkplace Brgy. Araniw Laoag City, Ilocos Norte
12 Brighton Parkplace
Brgy. Cavit Laoag City, Ilocos Norte
North
13 Brighton Puerto Brgy. Sta. Lourdes Puerto Princesa City,
Princesa Palawan
14 Fernwood Parkhomes Brgy. Sta. Maria Mabalacat, Pampanga
15 Forbes Estates Lipa Jose P. Laurel Highway, Lipa City Batangas
16 Forest Parkhomes Brgy. Pampang Angeles City, Pampanga
17 Forest Parkhomes
Brgy. Pampang Angeles City, Pampanga
North
18 Brgy. Lumbia Cagayan De Oro City, Misamis
Fresno Parkview
Oriental
19 Grand Tierra Brgy. Sto. Domingo Capas, Tarlac
20 Grosvenor Place Governors Drive Brgy. Tanauan Tanza, Cavite
21 Hanalei Heights Brgy. Balacad Laoag City, Ilocos Norte
22 Robinsons Hillsbrough Pueblo De Oro Brgy. Upper Carmen Cagayan
Pointe De Oro City, Misamis Oriental
23 Mirada Dos Brgy. Sindalan San Fernando City, Pampanga
24 Montclair Highlands Brgy. Buhangin Davao City, Davao
25 Nizanta @ Ciudades Brgy. Mandug Davao City, Davao
26 Robinsons Residenza
Brgy. San Isidro Batangas City, Batangas
Milano
27 Richmond Hills Brgy. Camaman-an Cagayan De Oro City,

167
Misamis Oriental
28 Robinsons Highlands Brgy. Buhangin Davao City, Davao
29 Robinsons Homes East Brgy. San Jose Antipolo City, Rizal
30 Robinsons Vineyard Brgy. San Agustin Dasmariñas, Cavite
31 Rosewood Parkhomes Brgy, Cutcut Angeles City, Pampanga
32 San Jose Estates Brgy. San Jose Antipolo City, Rizal
33 San Lorenzo Homes Brgy. San Jose Antipolo City, Rizal
34 Southsquare Village Brgy. Pasong Kawayan General Trias, Cavite
35
Springdale Baliwag Brgy. Sta. Barbara, Baliwag
36 Springdale I at Pueblo
Brgy. Mahabang Parang, Angono, Rizal
Angono
37 Springdale II at Pueblo
Brgy. Mahabang Parang, Angono, Rizal
Angono
38 St. Bernice Estates Brgy. San Jose, Antipolo City, Rizal
39 St. Judith Hills Brgy. San Jose, Antipolo City, Rizal
40 Terrazo At Robinsons
Brgy. San Agustin Dasmariñas, Cavite
Vineyard

Industrial Facilities (Total of 9)


Robinsons Land Logistics (RLX)
Property Name Location
East Service Road, Brgy. Sucat, Muntinlupa City,
1 RLX Sucat 1
Metro Manila
2 RLX Sucat 2 Meralco Road, Brgy. Sucat, Muntinlupa City
Brgy. Maunong and Samsim, Calamba City,
3 RLX Calamba 1A
Laguna
Brgy. Maunong and Samsim, Calamba City,
4 RLX Calamba 1B
Laguna
5 RLX Sierra Valley Ortigas Extension Ave, Cainta, Rizal
Tourism Road, Brgy. Malpitic, San Fernando City,
6 RLX San Fernando
Pampanga
7 RLX Mexico Brgy. Lagundi, Mexico, Pampanga
Brgy. Maunong and Samsim, Calamba City,
8 RLX Calamba 2A
Laguna
Brgy. Maunong and Samsim, Calamba City,
9 RLX Calamba 2B
Laguna

168
RLC Integrated Developments
Property Name Location
1 Bridgetowne Brgy. Ugong Norte, Quezon City, Metro Manila
2 Bridgetowne Brgy. Rosario, Pasig City
3 Sierra Valley Ortigas Extension Ave, Cainta, Rizal
4 Montclair Brgy. Manuali, Porac, Pampanga

169
PART VI - EXHIBITS AND SCHEDULES

Item 17. Exhibits And Reports On SEC Form 17-C

(A) Exhibits-See Accompanying Index To Exhibits (Page 317)

The following exhibit is filed as a separate section of this report:

(Exhibit 18) Subsidiaries Of The Registrant (page 318)

The other exhibits, as indicated in the Index to exhibits are either not applicable
to the Company or does not require an answer.

(B) Reports on SEC Form 17-C (Current Report)

Following is a list of corporate disclosures of RLC filed under SEC Form 17-C for
the period from January 1, 2023 to December 31, 2023:

Date of Disclosure Subject Matter


Jan 03, 2023 Share Buy-Back Transactions
Jan 04, 2023 Share Buy-Back Transactions
Jan 05, 2023 Share Buy-Back Transactions
Jan 06, 2023 Share Buy-Back Transactions
Jan 09, 2023 Share Buy-Back Transactions
Jan 09, 2023 Change in Shareholdings of Directors and Principal Officers
Jan 09, 2023 Change in Shareholdings of Directors and Principal Officers
Jan 09, 2023 Change in Shareholdings of Directors and Principal Officers
Jan 09, 2023 Change in Shareholdings of Directors and Principal Officers
Jan 09, 2023 Change in Shareholdings of Directors and Principal Officers
Jan 09, 2023 Statement of Changes in Beneficial Ownership of Securities
Jan 09, 2023 Statement of Changes in Beneficial Ownership of Securities
Jan 09, 2023 Statement of Changes in Beneficial Ownership of Securities
Jan 09, 2023 Statement of Changes in Beneficial Ownership of Securities
Jan 10, 2023 Statement of Changes in Beneficial Ownership of Securities
Jan 10, 2023 Share Buy-Back Transactions
Jan 11, 2023 Share Buy-Back Transactions
Jan 12, 2023 Share Buy-Back Transactions
Jan 13, 2023 Share Buy-Back Transactions

170
Date of Disclosure Subject Matter
Jan 13, 2023 Reinvestment Plan Progress Report
Jan 13, 2023 Reinvestment Plan Progress Report
Jan 13, 2023 Public Ownership Report
Jan 16, 2023 Share Buy-Back Transactions
Jan 16, 2023 List of Top 100 Stockholders (Common Shares)
Jan 17, 2023 Share Buy-Back Transactions
Jan 18, 2023 Share Buy-Back Transactions
Jan 19, 2023 Share Buy-Back Transactions
Jan 20, 2023 Share Buy-Back Transactions
Jan 23, 2023 Share Buy-Back Transactions
Jan 24, 2023 Share Buy-Back Transactions
Jan 25, 2023 Share Buy-Back Transactions
Jan 26, 2023 Share Buy-Back Transactions
Jan 27, 2023 Share Buy-Back Transactions
Jan 30, 2023 Share Buy-Back Transactions
Jan 31, 2023 Share Buy-Back Transactions
Feb 01, 2023 Share Buy-Back Transactions
Feb 02, 2023 Share Buy-Back Transactions
Change in Directors and/or Officers (Resignation, Removal or
Feb 02, 2023
Appointment, Election and/or Promotion)
Feb 03, 2023 Share Buy-Back Transactions
Feb 07, 2023 Share Buy-Back Transactions
Feb 08, 2023 Share Buy-Back Transactions
Feb 09, 2023 Share Buy-Back Transactions
Feb 10, 2023 Share Buy-Back Transactions
Feb 13, 2023 Share Buy-Back Transactions
Feb 14, 2023 Share Buy-Back Transactions
Feb 15, 2023 Share Buy-Back Transactions
Feb 16, 2023 Share Buy-Back Transactions
Feb 17, 2023 Share Buy-Back Transactions
Feb 20, 2023 Share Buy-Back Transactions
Feb 21, 2023 Share Buy-Back Transactions
Feb 21, 2023 Notice of Analysts'/Investors' Briefing
Feb 22, 2023 Share Buy-Back Transactions
Feb 23, 2023 Share Buy-Back Transactions

171
Date of Disclosure Subject Matter
Feb 27, 2023 Share Buy-Back Transactions
Feb 28, 2023 Share Buy-Back Transactions
Mar 01, 2023 Share Buy-Back Transactions
Mar 02, 2023 Share Buy-Back Transactions
Mar 03, 2023 Share Buy-Back Transactions
Mar 03, 2023 Statement of Changes in Beneficial Ownership of Securities
Mar 06, 2023 Share Buy-Back Transactions
Mar 07, 2023 Share Buy-Back Transactions
Mar 08, 2023 Share Buy-Back Transactions
Mar 09, 2023 Share Buy-Back Transactions
Mar 10, 2023 Material Information/Transactions
Mar 10, 2023 Press Release
Mar 10, 2023 Material Information/Transactions
Change in Directors and/or Officers (Resignation, Removal or
Mar 10, 2023
Appointment, Election and/or Promotion)
Mar 10, 2023 Notice of Annual or Special Stockholders' Meeting
Mar 13, 2023 Share Buy-Back Transactions
Mar 14, 2023 Share Buy-Back Transactions
Mar 21, 2023 Material Information/Transactions
Mar 24, 2023 Change in Shareholdings of Directors and Principal Officers
Mar 24, 2023 Statement of Changes in Beneficial Ownership of Securities
Mar 28, 2023 Share Buy-Back Transactions
Mar 29, 2023 Share Buy-Back Transactions
Mar 30, 2023 Share Buy-Back Transactions
Mar 31, 2023 Share Buy-Back Transactions
Apr 03, 2023 Share Buy-Back Transactions
Apr 03, 2023 Annual Report
Apr 04, 2023 Share Buy-Back Transactions
Apr 04, 2023 Information Statement
Apr 04, 2023 [Amend-1]Notice of Annual or Special Stockholders' Meeting
Apr 05, 2023 Share Buy-Back Transactions
Apr 05, 2023 Initial Statement of Beneficial Ownership of Securities
Apr 05, 2023 [Amend-2]Other SEC Forms, Reports and Requirements
Apr 11, 2023 Share Buy-Back Transactions
Apr 12, 2023 Share Buy-Back Transactions

172
Date of Disclosure Subject Matter
Apr 12, 2023 Public Ownership Report
Apr 12, 2023 List of Top 100 Stockholders (Common Shares)
Apr 13, 2023 Share Buy-Back Transactions
Apr 14, 2023 Share Buy-Back Transactions
Apr 17, 2023 Share Buy-Back Transactions
Apr 17, 2023 Information Statement
Apr 18, 2023 Share Buy-Back Transactions
Apr 19, 2023 Share Buy-Back Transactions
Apr 20, 2023 Share Buy-Back Transactions
Apr 20, 2023 Notice of Analysts'/Investors' Briefing
Apr 24, 2023 Declaration of Cash Dividends
Apr 24, 2023 Share Buy-Back Transactions
Apr 24, 2023 Material Information/Transactions
Apr 24, 2023 Press Release
Apr 24, 2023 Material Information/Transactions
Apr 24, 2023 [Amend-1]Material Information/Transactions
Apr 24, 2023 [Amend-1]Press Release
Apr 25, 2023 Share Buy-Back Transactions
Apr 25, 2023 Material Information/Transactions
Apr 25, 2023 Press Release
Apr 26, 2023 Share Buy-Back Transactions
Apr 27, 2023 Share Buy-Back Transactions
Apr 28, 2023 Share Buy-Back Transactions
May 02, 2023 Share Buy-Back Transactions
May 03, 2023 Share Buy-Back Transactions
May 04, 2023 Share Buy-Back Transactions
May 05, 2023 Share Buy-Back Transactions
May 08, 2023 Share Buy-Back Transactions
May 09, 2023 Share Buy-Back Transactions
May 09, 2023 Quarterly Report
May 09, 2023 Material Information/Transactions
May 09, 2023 Sale of Treasury Shares
May 10, 2023 Share Buy-Back Transactions
May 11, 2023 Share Buy-Back Transactions
May 12, 2023 Share Buy-Back Transactions

173
Date of Disclosure Subject Matter
May 12, 2023 Results of Annual or Special Stockholders' Meeting
May 12, 2023 Results of Organizational Meeting of Board of Directors
May 15, 2023 Share Buy-Back Transactions
May 15, 2023 Clarification of News Reports
May 16, 2023 Share Buy-Back Transactions
May 17, 2023 Share Buy-Back Transactions
May 17, 2023 Initial Statement of Beneficial Ownership of Securities
May 18, 2023 Share Buy-Back Transactions
May 19, 2023 Share Buy-Back Transactions
May 22, 2023 Share Buy-Back Transactions
May 23, 2023 Share Buy-Back Transactions
May 24, 2023 Share Buy-Back Transactions
May 29, 2023 Integrated Annual Corporate Governance Report
May 31, 2023 [Amend-1]Integrated Annual Corporate Governance Report
Jun 15, 2023 Other SEC Forms, Reports and Requirements
Jun 16, 2023 Material Information/Transactions
Jun 30, 2023 Material Information/Transactions
Jun 30, 2023 Press Release
Jul 17, 2023 Public Ownership Report
Jul 17, 2023 List of Top 100 Stockholders (Common Shares)
Jul 18, 2023 Share Buy-Back Transactions
Jul 19, 2023 Share Buy-Back Transactions
Jul 20, 2023 Share Buy-Back Transactions
Jul 21, 2023 Share Buy-Back Transactions
Jul 21, 2023 Notice of Analysts'/Investors' Briefing
Jul 24, 2023 Share Buy-Back Transactions
Aug 01, 2023 Share Buy-Back Transactions
Aug 02, 2023 Share Buy-Back Transactions
Aug 03, 2023 Share Buy-Back Transactions
Aug 04, 2023 Share Buy-Back Transactions
Aug 07, 2023 Share Buy-Back Transactions
Aug 09, 2023 Share Buy-Back Transactions
Aug 10, 2023 Share Buy-Back Transactions
Aug 10, 2023 Press Release
Aug 10, 2023 Material Information/Transactions

174
Date of Disclosure Subject Matter
Aug 11, 2023 Share Buy-Back Transactions
Aug 11, 2023 Quarterly Report
Aug 14, 2023 Share Buy-Back Transactions
Aug 15, 2023 Share Buy-Back Transactions
Aug 16, 2023 Share Buy-Back Transactions
Aug 17, 2023 Share Buy-Back Transactions
Aug 18, 2023 Share Buy-Back Transactions
Aug 22, 2023 Share Buy-Back Transactions
Aug 23, 2023 Share Buy-Back Transactions
Aug 24, 2023 Share Buy-Back Transactions
Aug 25, 2023 Share Buy-Back Transactions
Aug 29, 2023 Share Buy-Back Transactions
Aug 30, 2023 Share Buy-Back Transactions
Aug 31, 2023 Share Buy-Back Transactions
Sep 01, 2023 Share Buy-Back Transactions
Sep 04, 2023 Share Buy-Back Transactions
Sep 05, 2023 Share Buy-Back Transactions
Sep 06, 2023 Share Buy-Back Transactions
Sep 07, 2023 Share Buy-Back Transactions
Sep 08, 2023 Share Buy-Back Transactions
Sep 11, 2023 Share Buy-Back Transactions
Sep 12, 2023 Share Buy-Back Transactions
Sep 14, 2023 Share Buy-Back Transactions
Sep 15, 2023 Share Buy-Back Transactions
Sep 18, 2023 Share Buy-Back Transactions
Sep 19, 2023 Share Buy-Back Transactions
Sep 20, 2023 Share Buy-Back Transactions
Sep 21, 2023 Share Buy-Back Transactions
Sep 22, 2023 Share Buy-Back Transactions
Sep 25, 2023 Share Buy-Back Transactions
Sep 26, 2023 Share Buy-Back Transactions
Sep 27, 2023 Share Buy-Back Transactions
Sep 28, 2023 Share Buy-Back Transactions
Sep 29, 2023 Share Buy-Back Transactions
Oct 02, 2023 Share Buy-Back Transactions

175
Date of Disclosure Subject Matter
Oct 03, 2023 Share Buy-Back Transactions
Oct 04, 2023 Share Buy-Back Transactions
Oct 05, 2023 Share Buy-Back Transactions
Oct 09, 2023 Share Buy-Back Transactions

Oct 10, 2023 Share Buy-Back Transactions

Oct 10, 2023 List of Top 100 Stockholders (Common Shares)


Oct 11, 2023 Share Buy-Back Transactions
Oct 11, 2023 Public Ownership Report
Oct 12, 2023 Share Buy-Back Transactions
Oct 13, 2023 Share Buy-Back Transactions
Oct 13, 2023 Notice of Analysts'/Investors' Briefing
Oct 16, 2023 Share Buy-Back Transactions
Oct 17, 2023 Share Buy-Back Transactions
Nov 09, 2023 Press Release
Nov 10, 2023 Quarterly Report
Nov 29, 2023 Change in Stock Transfer Agent
Dec 05, 2023 Report by Owner of More Than Five Percent
Dec 11, 2023 Share Buy-Back Transactions
Dec 19, 2023 [Amend-1]Change in Stock Transfer Agent
Change in Directors and/or Officers (Resignation, Removal or
Dec 20, 2023
Appointment, Election and/or Promotion)
[Amend-1]Change in Directors and/or Officers (Resignation, Removal
Dec 20, 2023
or Appointment, Election and/or Promotion)
Dec 21, 2023 Share Buy-Back Transactions
Dec 22, 2023 Share Buy-Back Transactions
Dec 27, 2023 Share Buy-Back Transactions
Dec 28, 2023 Share Buy-Back Transactions

176
177
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY SCHEDULES
SEC FORM 17-A

CONSOLIDATED FINANCIAL STATEMENTS

Statement of Management’s Responsibility for Financial Statements

Independent Auditor’s Report on Consolidated Financial Statements

Consolidated Statements of Financial Position as of December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023,
2022 and 2021

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

SUPPLEMENTARY SCHEDULES

Independent Auditor’s Report on on Supplementary Schedules

A. Financial Assets in Equity Securities

B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal
Stockholders (other than related parties)

C. Amounts Receivable from Related Parties which are Eliminated During the
Consolidation of Financial Statements

D. Intangible Assets

E. Long-term debt

F. Indebtedness to Related Parties (Long term Loans from Related Companies)

G. Guarantees of Securities of Other Issuers

H. Capital Stock

Annex 68-D. Reconciliation of Unappropriated Retained Earnings Available for Dividend Declaration

Annex 68-E. Financial Soundness Indicator

Map of the Relationships of the Company within the Group

178
179
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


Robinson Land Corporation
43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City

Opinion
We have audited the accompanying consolidated financial statements of Robinsons Land Corporation and
its subsidiaries (the Group), which comprise the consolidated statements of financial position as at
December 31, 2023 and 2022, and the consolidated statements of income, consolidated statements of
comprehensive income, consolidated statements of changes in equity and consolidated statements of cash
flows for each of the three years in the period ended December 31, 2023, and notes to the consolidated
financial statements, including a summary of material accounting policy information.
In our opinion, the accompanying consolidated financial statements of the Group as at
December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023 are
prepared in all material respects, in accordance with Philippine Financial Reporting Standards (PFRSs),
as modified by the application of the financial reporting reliefs issued and approved by the Securities and
Exchange Commission (SEC) as described in Note 2 to the consolidated financial statements.
Basis for Opinion
We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 2 to the consolidated financial statements which indicates that the consolidated
financial statements have been prepared in accordance with PFRSs, as modified by the application of the
financial reporting reliefs as issued and approved by the SEC in response to the COVID-19 pandemic.
The impact of the application of the financial reporting reliefs on the 2023 and 2022 consolidated
financial statements are discussed in detail in Note 2. Our opinion is not modified in respect of this
matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For the matter below, our description
of how our audit addressed the matter is provided in that context.

180 *SGVFS187718*
A member firm of Ernst & Young Global Limited
-2-

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying consolidated financial statements.

Revenue Recognition from Real Estate Sales

The Group’s revenue recognition process, policies and procedures are significant to our audit because
these involve application of significant judgment and estimation in the following areas: (1) assessment of
the probability that the entity will collect the consideration from the buyer; and, (2) application of the
input method as the measure of progress in determining real estate revenue.

In evaluating whether collectability of the amount of consideration is probable, the Group considers the
significance of the buyer’s initial payments in relation to the total contract price (or buyer’s equity).
Collectability is also assessed by considering factors such as history with the buyer, age of residential
development receivables and pricing of the property. Management regularly evaluates the historical sales
cancellations and back-outs if it would still support its current threshold of buyers’ equity before
commencing revenue recognition.

In determining the transaction price, the Group considers the selling price of the real estate property and
other fees and charges collected from the buyers that are not held on behalf of other parties.

In measuring the progress of its performance obligation over time, the Group uses the input method.
This method measures progress based on actual costs incurred as determined by the accounting
department relative to the estimated total project cost. In the estimation of total project costs, the Group
requires technical determination by the Group’s specialists (project engineers) to estimate all the inputs
involved in the construction and development of the projects to include materials, labor and other costs
directly related to the construction of the projects.

In 2022 and 2021, the Group’s real estate revenue and costs include revenue recognition from the Group’s
real estate operations in China. In recording its revenues, taking into account the contract terms, business
practice and the legal and regulatory environment in China, it uses the completed contract method (CCM)
in accordance with PFRS 15, Revenue from Contracts with Customers. Under this method, all the
revenue and profit associated with the sale of the real estate inventories is recognized only after the
completion of the project.

The disclosures related to the real estate revenue are included in Note 21 to the consolidated financial
statements.

181 *SGVFS187718*
A member firm of Ernst & Young Global Limited
-3-

Audit Response

We obtained an understanding of the Group’s real estate revenue recognition process, policies and
procedures.

For the buyers’ equity, we evaluated management’s basis of the buyer’s equity by comparing this to the
historical analysis of sales cancellations from buyers with accumulated payments above the collection
threshold.

For the determination of the transaction price, we obtained an understanding of the nature of other fees
charged to the buyers. For selected contracts, we compared the amounts excluded from the transaction
price against the expected amounts required to be remitted to the government based on existing tax rules
and regulations (e.g., documentary stamp taxes, transfer taxes and real property taxes).

For the application of the input method in determining real estate revenue and for determining the cost of
sales, we obtained an understanding of the Group’s processes for determining the percentage of
completion (POC), including the cost accumulation process, and for determining and updating of total
estimated costs, and performed tests of the relevant controls on these processes. We assessed the
competence, capabilities and objectivity of the project engineers by reference to their qualifications,
experience and reporting responsibilities. For selected projects, we traced costs accumulated, including
those incurred but not yet billed costs, to the supporting documents such as purchase order, billings and
invoices of contractors and other documents evidencing receipt of materials and services from suppliers
and contractors. For the estimation of total project costs, we obtained an understanding of the Group’s
budgeting and project close-out process. For the estimated project cost, we performed test of details
(price and quantity) on a sampling basis, for the inputs for each of the major project development
workstream. We also performed test of subsequent changes to the budget by vouching to certain
documents such as capital fulfillment plan, capital expenditure requests and related executive committee
approvals. We performed look-back analysis for both ongoing projects and fully completed projects in
current and prior years and performed inquiries with the project engineers for the basis of revisions. We
visited selected project sites and made relevant inquiries with project engineers. We performed test
computation of the POC calculation of management.

For the years 2022 and 2021, revenue recognition of the Group’s real estate operations in China reported
under CCM, we coordinated with the non-EY auditors of the Group in China on certain audit procedures
and shared information that may be relevant to their audit. However, we have no responsibility for the
procedures they performed or for their report. Also, we coordinated with our EY network firm in China
(EY Hua Ming Chengdu Office) to perform planning, risk identification and review of audit procedures
performed by the non-EY auditors of the Group in China. Based on the reports obtained and reviewed,
the non-EY auditors in China performed tests of the relevant controls on the revenue recognition process,
verified the revenue and costs recognized, obtained and assessed relevant licenses including
communications to buyers that real estate inventories are ready for acceptance, obtained signed notice of
acceptance or equivalent documentation from the buyers, obtained and evaluated accomplishment reports,
and validated that the revenue and costs are recognized in the appropriate period.

182 *SGVFS187718*
A member firm of Ernst & Young Global Limited
-4-

Other Information

Management is responsible for the other information. The other information comprises the information
included in the SEC Form 20 IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2023, but does not include the consolidated financial statements and our
auditor’s report thereon. The SEC Form 20 IS (Definitive Information Statement), SEC Form 17-A and
Annual Report for the year ended December 31, 2023 are expected to be made available to us after the
date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audits, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, as modified by the application of financial reporting relief issued
and approved by the SEC as described in Note 2 to the consolidated financial statements, and for such
internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.

183 *SGVFS187718*
A member firm of Ernst & Young Global Limited
-5-

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in accordance with PFRSs, as modified by the application of financial
reporting relief issued and approved by the SEC as described in Note 2 to the consolidated financial
statements.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit. We remain solely
responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

184 *SGVFS187718*
A member firm of Ernst & Young Global Limited
-6-

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Michael C. Sabado.

SYCIP GORRES VELAYO & CO.

Michael C. Sabado
Partner
CPA Certificate No. 89336
Tax Identification No. 160-302-865
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-073-2023, October 23, 2023, valid until October 22, 2026
PTR No. 10082007, January 6, 2024, Makati City

March 18, 2024

185 *SGVFS187718*
A member firm of Ernst & Young Global Limited
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2023 2022

ASSETS

Current Assets
Cash and cash equivalents (Notes 7, 20 and 32) P5,724,383,259
= P8,277,999,180
=
Receivables (Notes 4, 8, 20, 32 and 33) 16,821,480,062 15,064,345,195
Subdivision land, condominium and residential units for sale (Note 9) 35,684,565,320 32,511,606,471
Other current assets (Notes 10, 32 and 33) 4,175,567,574 4,895,538,746
Total Current Assets 62,405,996,215 60,749,489,592

Noncurrent Assets
Noncurrent receivables (Notes 4, 8, 20, 32 and 33) 7,353,762,589 6,388,500,204
Investment properties (Note 11) 136,949,074,725 131,122,250,297
Property and equipment (Note 12) 17,101,420,112 15,693,982,344
Investments in associate, joint ventures and advances (Note 31) 6,324,586,527 2,804,874,254
Right-of-use assets (Note 34) 1,367,642,922 1,427,441,661
Other noncurrent assets (Notes 13, 20, 32 and 33) 4,187,191,788 5,249,657,360
Total Noncurrent Assets 173,283,678,663 162,686,706,120

=235,689,674,878 P
P =223,436,195,712

LIABILITIES AND EQUITY

Current Liabilities
Short-term loans (Notes 16, 32 and 33) =800,000,000
P =−
P
Accounts payable and accrued expenses (Notes 14, 32, 33 and 34) 19,332,288,616 18,984,157,212
Contract liabilities, deposits and other current liabilities
(Notes 4, 15, 20, 32, 33 and 34) 7,768,742,321 6,437,853,940
Income tax payable 110,120,404 179,440,038
Current portion of loans payable (Notes 16, 32 and 33) 6,191,963,019 17,752,329,647
Total Current Liabilities 34,203,114,360 43,353,780,837

Noncurrent Liabilities
Loans payable - net of current portion (Notes 16, 32 and 33) 46,957,204,440 33,406,786,019
Deferred tax liabilities - net (Note 27) 3,291,914,738 2,919,369,118
Contract liabilities, deposits and other noncurrent liabilities
(Notes 4, 17, 20, 29, 32, 33 and 34) 9,762,631,973 8,309,133,852
Total Noncurrent Liabilities 60,011,751,151 44,635,288,989
94,214,865,511 87,989,069,826

(Forward)

186 *SGVFS187718*
-2-

December 31
2023 2022

Equity
Equity attributable to equity holders of the Parent Company
Capital stock (Note 19) P5,193,830,685
= P5,193,830,685
=
Additional paid-in capital (Note 19) 39,034,651,633 39,034,651,633
Treasury stock (Notes 19) (5,794,807,244) (2,566,837,514)
Equity reserves (Note 19) 15,976,614,438 15,976,614,438
Other comprehensive income:
Remeasurements of net defined benefit liability - net of tax
(Note 30) (123,084,396) (23,367,770)
Fair value reserve of financial assets at FVOCI - net of tax
(Notes 8, 13 and 33) (40,571,903) (23,090,476)
Cumulative translation adjustment (Note 4) (18,428,884) (1,731,724)
Retained earnings (Note 18)
Unappropriated 59,283,466,485 51,761,840,147
Appropriated 22,000,000,000 20,000,000,000
135,511,670,814 129,351,909,419
Non-controlling interests (Note 2) 5,963,138,553 6,095,216,467
141,474,809,367 135,447,125,886
=235,689,674,878 =
P P223,436,195,712

See accompanying Notes to Consolidated Financial Statements.

187 *SGVFS187718*
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


2023 2022 2021

REVENUE (Notes 6 and 21)


Real Estate Operations
Rental income (Notes 11, 15 and 35) P
=18,689,953,342 P15,698,459,470
= P11,056,317,537
=
Real estate sales (Notes 5, 21 and 25) 9,839,687,793 20,104,538,996 19,018,114,407
Amusement income (Note 21) 781,793,106 437,265,093 3,389,267
Others (Notes 8, 21 and 31) 8,143,574,507 6,934,678,877 5,259,520,752
37,455,008,748 43,174,942,436 35,337,341,963
Hotel Operations (Note 21) 4,563,167,683 2,328,046,518 1,202,075,617
42,018,176,431 45,502,988,954 36,539,417,580

COSTS (Notes 6 and 22)


Real Estate Operations
Cost of rental services 5,508,537,277 5,442,891,270 5,575,048,630
Cost of real estate sales (Note 9) 4,751,380,786 14,129,022,918 13,344,164,863
Cost of amusement services 340,526,439 205,148,349 1,595,616
Others 4,793,971,612 4,709,106,936 3,082,655,128
15,394,416,114 24,486,169,473 22,003,464,237
Hotel Operations (Note 22) 4,128,367,845 2,553,453,140 1,374,542,038
19,522,783,959 27,039,622,613 23,378,006,275
22,495,392,472 18,463,366,341 13,161,411,305

GENERAL AND ADMINISTRATIVE EXPENSES


(Notes 6 and 23) 5,159,645,390 4,350,968,306 3,447,602,751

INCOME BEFORE OTHER INCOME (LOSSES) 17,335,747,082 14,112,398,035 9,713,808,554

OTHER INCOME (LOSSES)


Interest expense (Notes 16, 25 and 35) (1,905,765,841) (1,230,646,712) (1,579,589,238)
Interest income (Notes 7 and 25) 156,766,546 133,296,601 167,105,094
Gain from insurance 136,677,321 − 517,570
Foreign exchange gain (Note 32) 1,451,683 212,682,299 177,950,080
Gain on sale of investment property (Note 11) − 11,007,514 −
Others - net (Notes 2, 12 and 31) (503,350,882) (179,550,998) 401,674
(2,114,221,173) (1,053,211,296) (1,233,614,820)

INCOME BEFORE INCOME TAX 15,221,525,909 13,059,186,739 8,480,193,734

PROVISION FOR (BENEFIT FROM) INCOME TAX (Note 27) 1,849,202,090 1,927,399,292 (20,448,589)

NET INCOME 13,372,323,819 11,131,787,447 8,500,642,323

OTHER COMPREHENSIVE INCOME (LOSS)


Other comprehensive income (loss) to be reclassified to
profit or loss in subsequent periods
Cumulative translation adjustment (16,697,160) (36,952,691) 137,924,510
Other comprehensive income (loss) not to be reclassified to
profit or loss in subsequent periods
Remeasurements of net defined benefit liability (Note 30) (132,955,501) 160,064,373 50,225,927
Fair value reserve of financial assets at FVOCI (Notes 8 and 13) (17,481,427) (96,107,948) (22,682,959)
Income tax effect (Note 27) 33,238,875 (15,989,106) (6,885,742)
(117,198,053) 47,967,319 20,657,226
Total Other Comprehensive Income (Loss) (133,895,213) 11,014,628 158,581,736

TOTAL COMPREHENSIVE INCOME P


=13,238,428,606 =11,142,802,075
P =8,659,224,059
P

188 *SGVFS187718*
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Years Ended December 31


2023 2022 2021
Net Income Attributable to: (Note 29)
Equity holders of the Parent Company P
=12,062,323,399 P9,749,954,153
= =8,062,990,250
P
Non-controlling interests 1,310,000,420 1,381,833,294 437,652,073
P
=13,372,323,819 =11,131,787,447
P =8,500,642,323
P

Total Comprehensive Income Attributable to:


Equity holders of the Parent Company P
=11,928,428,186 P9,760,968,781
= =8,221,571,986
P
Non-controlling interests 1,310,000,420 1,381,833,294 437,652,073
P
=13,238,428,606 =11,142,802,075
P =8,659,224,059
P

Basic/Diluted Earnings Per Share (Note 29) P


=2.46 =1.91
P =1.55
P

Dividend Declared Per Share P


=0.52 =0.50
P =0.25
P

See accompanying Notes to Consolidated Financial Statements.

189 *SGVFS187718*
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Year Ended December 31, 2023


Attributable to Equity Holders of the Parent Company
Fair value
Remeasurements reserve of Unappropriated Appropriated
Additional Treasury Equity of Net Defined Cumulative financial assets Retained Retained
Capital Stock Paid-in Capital Stock Reserve Benefit Liability Translation at FVOCI Earnings Earnings Non-controlling
(Note 19) (Note 19) (Note 18) (Note 19) (Note 30) Adjustment (Notes 8 and 13) (Note 18) (Note 18) Total Interest Total Equity
Balances at January 1, 2023 P
=5,193,830,685 P
=39,034,651,633 (P
=2,566,837,514) P
=15,976,614,438 (P
=23,367,770) (P
=1,731,724) (P
=23,090,476) P=51,761,840,147 P
=20,000,000,000 P=129,351,909,419 P
=6,095,216,467 P=135,447,125,886
Comprehensive income (loss)
Net income − − − − − − − 12,062,323,399 − 12,062,323,399 1,310,000,420 13,372,323,819
Other comprehensive income (loss),
net of tax − − − − (99,716,626) (16,697,160) (17,481,427) − − (133,895,213) − (133,895,213)
Total comprehensive income (loss) − − − − (99,716,626) (16,697,160) (17,481,427) 12,062,323,399 − 11,928,428,186 1,310,000,420 13,238,428,606
Reversal of appropriation (Note 18) − − − − − − − 20,000,000,000 (20,000,000,000) − − –
Appropriation (Note 18) − − − − − − − (22,000,000,000) 22,000,000,000 − − –
Cash dividends (Note 18) − − − − − − − (2,540,697,061) − (2,540,697,061) (1,442,078,334) (3,982,775,395)
Acquisition of treasury stock (Note 18) − − (3,227,969,730) − − − − − − (3,227,969,730) − (3,227,969,730)
Balances at December 31, 2023 P
=5,193,830,685 P
=39,034,651,633 (P
=5,794,807,244) P
=15,976,614,438 (P
=123,084,396) (P
=18,428,884) (P
=40,571,903) P
=59,283,466,485 P
=22,000,000,000 P=135,511,670,814 P
=5,963,138,553 P=141,474,809,367

For the Year Ended December 31, 2022


Attributable to Equity Holders of the Parent Company
Fair value
Treasury Remeasurements reserve of Unappropriated Appropriated
Additional Stock Equity of Net Defined Cumulative financial assets Retained Retained
Capital Stock Paid-in Capital (Notes 18 Reserve Benefit Liability Translation at FVOCI Earnings Earnings Non-controlling
(Note 19) (Note 19) and 19) (Note 19) (Note 30) Adjustment (Notes 8 and 13) (Note 18) (Note 18) Total Interest Total Equity
Balances at January 1, 2022 =5,193,830,685
P =39,040,182,917
P (P
=438,191,348) =17,701,192,360
P (P
=143,416,050) =35,220,967
P =48,990,485
P =39,068,956,487
P =25,500,000,000 P
P =126,006,766,503 =4,343,197,520 P
P =130,349,964,023
Comprehensive income (loss)
Net income − − − − − − − 9,749,954,153 − 9,749,954,153 1,381,833,294 11,131,787,447
Other comprehensive income (loss),
net of tax − − − − 120,048,280 (36,952,691) (72,080,961) − − 11,014,628 − 11,014,628
Total comprehensive income (loss) − − − − 120,048,280 (36,952,691) (72,080,961) 9,749,954,153 − 9,760,968,781 1,381,833,294 11,142,802,075
Reversal of appropriation (Note 18) − − − − − − − 25,500,000,000 (25,500,000,000) − − −
Appropriation (Note 18) − − − − − − − (20,000,000,000) 20,000,000,000 − − −
Issuance of capital stock − − − − − − − − − − 43,500,000 43,500,000
Stock issue costs (Note 19) − − − − − − − (2,155,000) − (2,155,000) (435,000) (2,590,000)
Acquisition of treasury stock − (5,531,284) (2,128,646,166) − − − − − − (2,134,177,450) − (2,134,177,450)
Transfer of assets to subsidiary − − − (1,724,577,922) − − − − − (1,724,577,922) 1,724,577,922 −
Cash dividends (Note 18) − − − − − − − (2,554,915,493) − (2,554,915,493) (1,397,457,269) (3,952,372,762)
Balances at December 31, 2022 =5,193,830,685
P =
P39,034,651,633 (P
=2,566,837,514) =15,976,614,438
P (P
=23,367,770) (P
=1,731,724) (P
=23,090,476) =51,761,840,147
P =
P20,000,000,000 =P129,351,909,419 =
P6,095,216,467 =P135,447,125,886

190 *SGVFS187718*
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For the Year Ended December 31, 2021


Attributable to Equity Holders of the Parent Company
Fair value
Treasury Remeasurements reserve of Unappropriated Appropriated
Additional Stock Equity of Net Defined Cumulative financial assets Retained Retained
Capital Stock Paid-in Capital (Notes 18 Reserve Benefit Liability Translation at FVOCI Earnings Earnings Non-controlling
(Note 19) (Note 19) and 19) (Note 19) (Note 30) Adjustment (Notes 8 and 13) (Note 18) (Note 18) Total Interest Total Equity
Balances at January 1, 2021 =5,193,830,685
P =39,041,328,236
P =−
P =−
P (P
=181,085,495) (P
=102,703,543) =66,002,704
P =31,821,949,324
P =26,000,000,000 P
P =101,839,321,911 =878,709,724 P
P =102,718,031,635
Comprehensive income (loss)
Net income − − − − − − − 8,062,990,250 − 8,062,990,250 437,652,073 8,500,642,323
Other comprehensive income (loss),
net of tax − − − − 37,669,445 137,924,510 (17,012,219) − − 158,581,736 − 158,581,736
Total comprehensive income (loss) − − − − 37,669,445 137,924,510 (17,012,219) 8,062,990,250 − 8,221,571,986 437,652,073 8,659,224,059
Reversal of appropriation (Note 18) − − − − − − − 26,000,000,000 (26,000,000,000) − − −
Appropriation (Note 18) − − − − − − − (25,500,000,000) 25,500,000,000 − − −
Acquisition of non-controlling interest − − − − − − − (6,881,245) − (6,881,245) (470,868,755) (477,750,000)
Sale of investment in subsidiary − − − 17,701,192,360 − − − − − 17,701,192,360 3,722,917,059 21,424,109,419
Stock issue costs (Note 19) − − − − − − − (10,644,171) − (10,644,171) (3,000) (10,647,171)
Acquisition of treasury stock − (1,145,319) (438,191,348) − − − − − − (439,336,667) − (439,336,667)
Cash dividends (Note 18) − − − − − − − (1,298,457,671) − (1,298,457,671) (225,209,581) (1,523,667,252)
Balances at December 31, 2021 =5,193,830,685
P =39,040,182,917
P (P
=438,191,348) =17,701,192,360
P (P
=143,416,050) =35,220,967
P =48,990,485
P =39,068,956,487
P =25,500,000,000 P
P =126,006,766,503 =4,343,197,520 P
P =130,349,964,023

See accompanying Notes to Consolidated Financial Statements.

191 *SGVFS187718*
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31


2023 2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES


Income before income tax P
=15,221,525,909 =13,059,186,739
P =8,480,193,734
P
Adjustments for:
Depreciation (Notes 11, 12, 22 and 26) 5,425,449,313 5,163,695,891 5,187,515,874
Interest expense (Notes 16 and 25) 1,731,186,788 1,053,223,580 1,426,827,563
Interest expense on lease liabilities (Notes 25 and 34) 174,579,053 177,423,132 152,761,675
Accretion expense on security deposits (Notes 15, 22 and 25) 89,770,986 62,207,031 45,551,338
Amortization of ROU assets (Notes 26 and 34) 59,798,739 73,480,270 59,452,150
Gain on sale of property and equipment (Note 12) (7,933,875) (38,718,640) (401,674)
Gain on sale of investment property (Note 11) − (11,007,514) ‒
Equity in net earnings of joint ventures (Note 31) (2,200,900,114) (1,484,220,801) (423,030,583)
Realization of deferred gain (752,786,202) (464,272,197) (263,495,474)
Interest income (Notes 7 and 25) (882,931,132) (870,101,917) (910,235,893)
Operating income before working capital changes 18,857,759,465 16,720,895,574 13,755,138,710
Decrease (increase) in:
Receivables - trade (3,411,028,708) 1,623,489,422 47,638,911
Subdivision land, condominium and residential units for sale (2,389,471,175) 5,265,553,512 5,470,401,877
Other current assets 394,254,531 1,147,078,625 575,102,981
Increase (decrease) in:
Accounts payable and accrued expenses and other noncurrent
liabilities 340,720,780 1,511,986,817 3,342,426,226
Customers’ deposits 2,829,162,999 (13,169,175,679) (9,301,204,737)
Cash generated from operations 16,621,397,892 13,099,828,271 13,889,503,968
Interest received from cash and short-term investments 168,888,181 126,836,130 170,667,872
Interest received from installment contract receivables
(Notes 21 and 25) 726,164,586 736,805,316 743,130,799
Income tax paid (1,509,317,298) (2,133,897,347) (1,674,049,835)
Retirement contribution, net of benefits paid (29,240,540) (19,193,887) (37,194,136)
Net cash flows provided by operating activities 15,977,892,821 11,810,378,483 13,092,058,668

CASH FLOWS FROM INVESTING ACTIVITIES


Decrease (increase) in:
Receivables from affiliated companies (Notes 8 and 20) 662,379,944 (45,278,563) (1,824,227,550)
Advances to suppliers and contractors (Notes 10 and 13) 70,140,490 (464,120,358) (123,862,331)
Other noncurrent assets (69,983,400) (161,218,942) 66,081,778
Advances to land owners 27,272,131 (1,402,223,823) (87,270,338)
Additions to:
Investment properties (Note 11) (9,802,899,691) (12,633,176,935) (16,947,985,400)
Property and equipment (Note 12) (2,166,937,501) (3,899,472,339) (1,051,515,995)
Investments in joint venture (Note 31) (566,025,957) (356,530,333) (200,000,000)
Investment in subsidiary ‒ ‒ (477,750,000)
Proceeds from:
Disposal of property and equipment (Note 12) 7,933,875 38,718,640 401,674
Disposal of investment properties (Note 11) ‒ 26,785,714 ‒
Additional subscription of shares of subsidiary – 43,500,000 ‒
Net cash flows used in investing activities (11,838,120,109) (18,853,016,939) (20,646,128,162)

(Forward)

192 *SGVFS187718*
-2-

Years Ended December 31


2023 2022 2021

CASH FLOWS FROM FINANCING ACTIVITIES (Note 35)


Proceeds from availments of:
Loans payable (Note 16) P
=19,940,000,000 =15,000,000,000
P =–
P
Short-term loans (Note 16) 800,000,000 9,982,000,000 8,500,000,000
Payments of:
Cash dividends (Notes 14 and 18) (3,982,779,310) (3,952,989,114) (1,548,667,253)
Loans payable (Note 16) (17,848,070,000) (10,790,500,000) (6,655,000,000)
Interest on loans (1,903,586,296) (1,190,782,169) (1,592,396,761)
Principal portion of lease liabilities (Note 34) (112,299,348) (214,924,507) (258,172,699)
Debt issue cost (Note 16) (221,258,686) (186,712,235) –
Acquisition of treasury stock (Note 19) (3,227,969,730) (2,134,177,450) (439,336,667)
Short-term loans (Note 16) – (9,982,000,000) (8,500,000,000)
Stock issuance cost (Note 19) – (2,590,000) (10,387,171)
Increase in payable to affiliated companies and other noncurrent
liabilities (Notes 15 and 17) (137,425,263) 143,539,327 184,281,316
Net proceeds from disposal of investment in a subsidiary (Note 2) – – 22,519,263,729
Net cash flows provided by (used in) financing activities (6,693,388,633) (3,329,136,148) 12,199,584,494

NET INCREASE (DECREASE) IN CASH AND


CASH EQUIVALENTS (2,553,615,921) (10,371,774,604) 4,645,515,000

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 8,277,999,180 18,649,773,784 14,004,258,784

CASH AND CASH EQUIVALENTS AT


END OF YEAR (Note 7) P
=5,724,383,259 =8,277,999,180
P =18,649,773,784
P

See accompanying Notes to Consolidated Financial Statements.

193 *SGVFS187718*
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Robinsons Land Corporation (the Parent Company) is a stock corporation organized and incorporated
on June 4, 1980 under the laws of the Philippines. The Parent Company and its subsidiaries are
collectively referred herein as “the Group”.

The Group is engaged in the business of selling, acquiring, developing, leasing and disposing of real
properties such as land, buildings, lifestyle commercial centers, office developments, industrial
facilities, housing projects, hotels and other variants and mixed-used property projects. The Group is
65.44% owned by JG Summit Holdings, Inc. (JGSHI or the Ultimate Parent Company) and the
balance is owned by the public, directors and officers as of December 31, 2023. JGSHI is one of the
country’s largest conglomerates, with diverse interests in branded consumer foods, agro-industrial
and commodity food products, petrochemicals, air transportation and financial services.

The Parent Company’s shares of stock are listed and currently traded at the Philippine Stock
Exchange (PSE) under the stock symbol “RLC”.

The Parent Company’s principal executive office is located at 43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City.

The consolidated financial statements as of December 31, 2023 and 2022 and for the years ended
December 31, 2023, 2022 and 2021 were authorized for issue by the Parent Company’s Board of
Directors (BOD) on March 18, 2024.

2. Basis of Preparation

The consolidated financial statements of the Group have been prepared under the historical cost basis
except for financial assets at fair value through other comprehensive income (FVOCI) that have been
measured at fair value. The consolidated financial statements are presented in Philippine Peso (P
=),
which is the Parent Company’s functional currency. All amounts are rounded to the nearest Peso
unless otherwise indicated.

The consolidated financial statements provide comparative information in respect of the previous
period and have been prepared under the going concern assumption.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in accordance with Philippine
Financial Reporting Standards (PFRSs), as modified by the application of the financial reporting
reliefs issued and approved by the Securities and Exchange Commission (SEC) in response to the
COVID-19 pandemic.

194 *SGVFS187718*
Deferral of the following provisions of Philippine Interpretations Committee Question & Answer
(PIC Q&A) 2018-12, PFRS 15 Implementation Issues Affecting the Real Estate Industry

On December 15, 2020, the Philippine SEC issued SEC Memorandum Circular (MC) No. 34-2020
which further extended the deferral of the following provisions of PIC Q&A 2018-12 until
December 31, 2023:

a. Exclusion of land in the determination of percentage of completion (POC) discussed in PIC Q&A
No. 2018-12-E
b. Accounting for significant financing component discussed in PIC Q&A No. 2018-12-D
c. Implementation of International Financial Reporting Standards (IFRS) Interpretations Committee
(IFRIC) Agenda Decision on Over Time Transfer of Constructed Goods (Philippine Accounting
Standards (PAS) 23, Borrowing Cost) for Real Estate industry

The exclusion of land in the determination of POC and IFRIC Agenda Decision on Over Time
Transfer of Constructed Goods (PAS 23, Borrowing Cost) for Real Estate industry as discussed in
PIC Q&A No. 2018-12-E are not applicable to the Group’s real estate operations in the Philippines.

The details and the impact of the adoption of the above financial reporting reliefs are discussed in the
Adoption of New and Amended Accounting Standards and Interpretations section of Note 3.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards (PAS) and
Interpretations issued by the Philippine Interpretations Committee (PIC).

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group as of
December 31, 2023 and 2022 and for each of three years in the period ended December 31, 2023,
2022 and 2021.

The consolidated financial statements are prepared for the same reporting period as the Parent
Company, using uniform accounting policies for like transactions and other events in similar
circumstances.

An investee is included in the consolidation at the point when control is achieved. Control is
achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically,
the Group controls an investee if and only if the Group has:

 Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee)
 Exposure, or rights, to variable returns from its involvement with the investee, and
 The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:

 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual arrangements
 The Group’s voting rights and potential voting rights

195 *SGVFS187718*
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intra-group balances, transactions, unrealized
gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the parent of the Group and to the non-controlling interests, even if this results in the non-
controlling interests having a deficit balance. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with the Group’s accounting
policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests (NCI) pertain to the equity in a subsidiary not attributable, directly or
indirectly to the Parent Company. NCI represent the portion of profit or loss and net assets in
subsidiaries not owned by the Group and are presented separately in consolidated statement of
comprehensive income and consolidated statement of changes in equity and within equity in the
consolidated statement of financial position, separately from equity holders of the Parent Company.

Any equity instruments issued by a subsidiary that are not owned by the Parent Company are non-
controlling interests, including preferred shares and options under share-based transactions, if any.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction (see Note 4).

If the Group loses control over a subsidiary, it:

 Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying amount
of any non-controlling interest and the cumulative translation differences recorded in equity.
 Recognizes the fair value of the consideration received, the fair value of any investment retained
and any surplus or deficit in profit or loss.
 Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnings, as appropriate.

The consolidated financial statements include the financial statements of the Parent Company and the
following subsidiaries as of December 31, 2023, 2022 and 2021:

Country of Effective Percentage of Ownership


Incorporation 2023 2022 2021
Robinson’s Inn, Inc. Philippines 100% 100% 100%
RL Commercial REIT, Inc. (RCR) Philippines 66.14% 66.14% 63%
Robinsons Properties Marketing &
Management Corp. Philippines 100% 100% 100%
Manhattan Buildings and Management Philippines 100% 100% 100%
Corporation

196 *SGVFS187718*
Country of Effective Percentage of Ownership
Incorporation 2023 2022 2021
Robinson’s Land (Cayman), Ltd. Cayman Islands 100% 100% 100%
Altus Mall Ventures, Inc. Philippines 100% 100% 100%
Bonifacio Property Ventures, Inc. (BPVI) Philippines 100% 100% 100%
Bacoor R and F Land Corporation (BRFLC) Philippines 70% 70% 70%
Altus Angeles, Inc. (AAI) Philippines 51% 51% 51%
GoHotels Davao, Inc. (GDI) Philippines 51% 51% 51%
RLC Resources Ltd. (RLCRL) British Virgin Island 100% 100% 100%
Land Century Holdings Ltd. (LCHL) Hong Kong 100% 100% 100%
World Century Enterprise Ltd. (WCEL) Hong Kong 100% 100% 100%
First Capital Development Ltd. (First Capital) Hong Kong 100% 100% 100%
Chengdu Xin Yao Real Estate
Development, Co. Ltd.
(Chengdu Xin Yao) China 100% 100% 100%
RLGB Land Corporation (RLGB) Philippines 100% 100% 100%
Robinsons Logistix and Industrials, Inc. (RLII) Philippines 100% 100% 100%
RL Property Management, Inc. (RLPMI) Philippines 100% 100% 100%
RL Fund Management, Inc. (RLFMI) Philippines 100% 100% 100%
Malldash Corp. Philippines 100% 100% 100%
Staten Property Management, Inc. Philippines 100% 100% –
RL Digital Ventures, Inc. Philippines 100% 100% –

The functional currency of Robinson’s Land (Cayman), Ltd. and RLCRL is the US Dollar (US$);
LCHL, WCEL and First Capital is the Hong Kong Dollar (HKD); and Chengdu Xin Yao is the
Renminbi (RMB).

The voting rights held by the Parent Company in the above subsidiaries is equivalent to its ownership
interest.

On October 18, 2021, Gokongwei Brothers Foundation’s (GBF’s) 49% share subscription was
rescinded and its invested capital was returned subsequently pursuant to the Rescission Agreement
executed between RLGB and GBF. This made RLGB a wholly-owned subsidiary of the Parent
Company as of December 31, 2021
On April 5, 2021, Robinsons Logistix and Industrials, Inc. was incorporated to engage in and carry on
a business of logistics and to develop buildings, warehouses, industrial and logistics facilities, among
others.
On April 12, 2021, RL Property Management, Inc. was incorporated primarily to engage in the
business of providing services in relation to property management, lease management, marketing and
project management, and maintenance of physical structures, securing and administering routine
management services, among others.
On April 15, 2021, the BOD and stockholders of the RCR approved the amendments to the Articles
of Incorporation (AOI) of Robinsons Realty and Management Corporation that resulted to: (a) change
in corporate name to RL Commercial REIT, Inc.; (b) change in primary purpose to engage in the
business of REIT (c) increase in authorized capital stock from One Hundred Million Pesos
(P
=100,000,000), divided into One Hundred Million (100,000,000) common shares with par value of
One Peso (P=1.00) per share, to Thirty-Nine Billion Seven Hundred Ninety-Five Million Nine
Hundred Eighty-Eight Thousand Seven Hundred Thirty-Two (39,795,988,732) shares with par value
of One Peso (P=1.00) per share.

197 *SGVFS187718*
Further, a Comprehensive Deed of Assignment was executed between RCR and the Parent Company
on April 15, 2021 for the assignment, transfer, and conveyance by the Parent Company of several
properties (the Assigned Properties) to RCR in the form of buildings and condominium units with an
aggregate gross area of Three Hundred Sixty-Five Thousand Three Hundred Twenty-Nine and
Eighty-One Hundredths (365,329.81) square meters and with a total value of Fifty-Nine Billion
Forty-Six Million Pesos (P=59,046,000,000) in exchange for the issuance of Nine Billion Nine
Hundred Twenty-Three Million Nine Hundred Ninety-Seven Thousand One Hundred Eighty-Three
(9,923,997,183) shares of the Assigned Properties at One Peso (P=1.00) per share with an aggregate
par value of Nine Billion Nine Hundred Twenty-Three Million Nine Hundred Ninety-Seven
Thousand One Hundred Eighty-Three Pesos (P =9,923,997,183), with the remaining amount of
Forty-Nine Billion One Hundred Twenty-Two Million Two Thousand Eight Hundred Seventeen
Pesos (P
=49,122,002,817) being treated as additional paid-in capital without issuance of additional
shares (the Property-for-Share Swap).

On August 2, 2021, SEC approved the amendments to RCR’s AOI and the Property-for- Share Swap.
On September 14, 2021, RCR completed its initial public offering, and its common shares were listed
and currently traded in the PSE as a REIT entity.

On May 28, 2021, RL Fund Management, Inc. was incorporated to engage in the business of
providing fund management services to real estate investment trust (REIT) companies, as provided
under Republic Act No. 9856 (the Real Estate Investment Trust Act of 2009), including its
implementing rules and regulations.

On July 26, 2021, Malldash Corp. was organized to engage in, develop, operate, and maintain the
business of providing Information Technology (I.T.) solutions; to develop, operate, and maintain an
electronic marketplace that will allow for business to business integration.

In June 2022, RLC received dividends of USD$25 million from RLCRL.

On January 25, 2022, Staten Property Management, Inc. was incorporated to manage, own, operate,
and carry on the business of providing management services to residential subdivisions, residential
and office buildings, commercial, estate, facility, and industrial developments, among others.

RCR’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


February 4, 2022 P0.092 per share February 18, 2022 February 28, 2022
May 10, 2022 P0.0965 per share May 26, 2022 May 31, 2022
August 9, 2022 P0.0972 per share August 23, 2022 August 31, 2022
November 8, 2022 P0.0974 per share November 22, 2022 November 29, 2022

RLFM’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


August 4, 2022 P1.80 per share August 18, 2022 August 19, 2022
November 7, 2022 P0.90 per share November 21, 2022 November 23, 2022

RLPM’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


August 4, 2022 P8.00 per share August 18, 2022 August 19, 2022
November 4, 2022 P4.00 per share November 18, 2022 November 21, 2022
On February 17, 2022, RL Digital Ventures, Inc. was incorporated to engage in, develop, operate,
maintain, and/or provide any form of digital activity and service Information technology (I.T.)
solution, e-commerce business or platform, internet or cyberspace activity.

198 *SGVFS187718*
On March 8, 2022, a Deed of Sale was executed between RCR and the Parent Company for the sale
of Robinsons Cybergate Bacolod for = P734.00 million (see Note 19). As the sale of the asset involved
an entity that is under control, the equity reserve amounted to =
P242 million in 2022.

On April 20, 2022, a Deed of Assignment was executed between RCR and the Parent Company for
the infusion of Cyberscape Gamma into RCR for = P5,888.00 million. On August 15, 2022, SEC has
issued its approval of the valuation of Cyberscape Gamma in the amount of =P5,888.00 million. In
exchange for assignment of Cyberscape Gamma, the Parent Company received 777,807,133 RCR
common shares. As the property-for-share swap involved entities that is under control, the equity
reserve amounted to =P1,482 million.

In 2022, BRFLC issued 1,450,000 additional common shares from its registered share capital of
10,000,000 common shares at par of =P100 per share, 70% of which or 1,015,000 common shares was
subscribed and paid up by the Parent Company.

Voting rights held by non-controlling interests on AAI, GDI, BRFLC and RCR are equivalent to
49%, 49%, 30% and 33.86%, respectively. As of December 31, 2023, 2022 and 2021, the Group
does not consider these subsidiaries as having material non-controlling interest that would require
additional disclosures.

In June 2023, RLC received dividends of USD$25 million from RLCRL.

On April 12, 2023, the AAI’s BOD approved the declaration of cash dividends amounting to ₽35
million to stockholders on record date as of April 15, 2023. The cash dividend was paid April 30,
2023.

RCR’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


February 6, 2023 ₽0.0976 per share February 20, 2023 February 28, 2023
April 21, 2023 ₽0.0977 per share May 22, 2023 May 31, 2023
August 9, 2023 ₽0.0978 per share August 24, 2023 August 31, 2023
November 7, 2023 ₽0.0979 per share November 21, 2023 November 30, 2023

RLFM’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


April 19, 2023 ₽2.00 per share May 8, 2023 May 9, 2023
August 7, 2023 ₽1.00 per share August 22, 2023 August 23, 2023
November 6, 2023 ₽1.00 per share November 20, 2023 November 21, 2023

199 *SGVFS187718*
RLPM’s BOD approved the declaration of cash dividends to common stockholders as follows:

Declaration date Cash dividends Record date Payment date


April 19, 2023 ₽9.00 per share May 8, 2023 May 9, 2023
August 8, 2023 ₽4.00 per share August 23, 2023 August 24, 2023
November 6, 2023 ₽4.00 per share November 20, 2023 November 21, 2023

On October 20, 2023, the Securities and Exchange Commission approved the increase in the
authorized capital stock of RLII from ₽1,000 million divided into 10,000 million shares to ₽2,000
million divided into 20,000 million shares at ₽10 par value per share.

3. Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year except for
the adoption of new standards effective in 2023. The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet effective.

Unless otherwise indicated, adoption of the new standards and amendments did not have an impact on
the consolidated financial statements.

 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

The amendments provide guidance and examples to help entities apply materiality judgements to
accounting policy disclosures. The amendments aim to help entities provide accounting policy
disclosures that are more useful by:

 Replacing the requirement for entities to disclose their ‘significant’ accounting policies with a
requirement to disclose their ‘material’ accounting policies, and
 Adding guidance on how entities apply the concept of materiality in making decisions about
accounting policy disclosures

The amendments to the Practice Statement provide non-mandatory guidance.

As a result of the adoption, discussions about new standards and amendments adopted but
without effect on the 2023 consolidated financial statements or any prior period and those that are
forthcoming that do not have, or not expected to have significant or material impact to the Group
have been simplified.

 Amendments to PAS 8, Definition of Accounting Estimates


 Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single
Transaction

200 *SGVFS187718*
Standards Issued but not yet Effective
Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, the Group
does not expect that the future adoption of the said pronouncements will have a significant impact on
its consolidated financial statements. The Group intends to adopt the following pronouncements
when they become effective.

Effective beginning on or after January 1, 2024

 Amendments to PAS 1, Classification of Liabilities as Current or Non-current


 Amendments to PFRS 16, Lease Liability in a Sale and Leaseback

Effective beginning on or after January 1, 2025

 PFRS 17, Insurance Contracts

Deferred effectivity

 Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture

 Deferral of Certain Provisions of PIC Q&A 2018-12, PFRS 15 Implementation Issues Affecting
the Real Estate Industry (as amended by PIC Q&As 2020-02 and 2020-04)
On February 14, 2018, the PIC issued PIC Q&A 2018-12 which provides guidance on some
PFRS 15 implementation issues affecting the real estate industry. On October 25, 2018 and
February 08, 2019, the SEC issued SEC MC No. 14-2018 and SEC MC No. 3-2019, respectively,
providing relief to the real estate industry by deferring the application of certain provisions of this
PIC Q&A for a period of three years until December 31, 2020. On December 15, 2020, the
Philippine SEC issued SEC MC No. 34-2020 which further extended the deferral of certain
provisions of this PIC Q&A until December 31, 2023.
The PIC Q&A provisions covered by the SEC deferral that the Group availed in 2023 follows:

Deferral Period
Assessing if the transaction price includes a significant financing component Until December 31, 2023
as discussed in PIC Q&A 2018-12-D (as amended by PIC Q&A 2020-04)

The SEC Memorandum Circulars also provided the mandatory disclosure requirements should an
entity decide to avail of any relief. Disclosures should include:

a. The accounting policies applied.


b. Discussion of the deferral of the subject implementation issues in the PIC Q&A.
c. Qualitative discussion of the impact on the financial statements had the concerned application
guidelines in the PIC Q&A been adopted.
d. Should any of the deferral options result into a change in accounting policy (e.g., when an
entity excludes land and/or uninstalled materials in the POC calculation under the previous
standard but opted to include such components under the relief provided by the circular),
such accounting change will have to be accounted for under PAS 8, i.e., retrospectively,
together with the corresponding required quantitative disclosures.
After the deferral period, real estate companies would have to adopt PIC Q&A No. 2018-12 and
any subsequent amendments thereto retrospectively or as the SEC will later prescribe.

The Group availed of the SEC relief on the accounting for significant financing component of
PIC Q&A No. 2018-12. Had this provision been adopted, the Group assessed that the impact
would have been as follows:

201 *SGVFS187718*
The mismatch between the POC of the real estate projects and right to an amount of consideration
based on the schedule of payments provided for in the contract to sell might constitute a
significant financing component. In case of the presence of significant financing component, the
guidance should have been applied retrospectively and would have resulted in restatement of
prior year consolidated financial statements.
As of December 31, 2023, the Group assessed that the adoption of this guidance would have
impacted interest income, interest expense, revenue from real estate sales, installment contracts
receivable, provision for deferred income tax, deferred tax asset or liability for all years
presented, and the opening balance of retained earnings. These would have impacted the cash
flows from operations and cash flows from financing activities for all years presented. The Group
is finalizing the quantitative impact of the adoption of PIC Q&A No. 2018-12.

4. Summary of Material Accounting Policies

Revenue and Cost Recognition

Revenue Recognition

Revenue from Contracts with Customers


The Group primarily derives its real estate revenue from the sale of vertical and horizontal real estate
projects. Revenue from contracts with customers is recognized when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. Except for the provisioning of water
and electricity in its leasing portfolio wherein it is acting as agent, the Group has generally concluded
that it is the principal in its revenue arrangements.

The disclosures of significant accounting judgments, estimates and assumptions relating to revenue
from contracts with customers are provided in Note 21.

The following specific recognition criteria must also be met before revenue is recognized:

Real estate sales - Philippines Operations - Performance obligation is satisfied over time
The Group derives its real estate revenue from sale of lots, house and lot and condominium units.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period (or percentage of completion) since based on the terms and
conditions of its contract with the buyers, the Group’s performance does not create an asset with an
alternative use and the Group has an enforceable right to payment for performance completed to date.
In measuring the progress of its performance obligation over time, the Group uses input method.
Input method recognizes revenue on the basis of the entity’s efforts or inputs to the satisfaction of a
performance obligation. Progress is measured based on actual resources consumed such as materials,
labor hours expended and actual overhead incurred relative to the total expected inputs to the
satisfaction of that performance obligation, or the total estimated development costs of the real estate
project. The Group uses the cost accumulated by the accounting department to determine the actual
resources used. Input method excludes the effects of any inputs that do not depict the entity’s
performance in transferring control of goods or services to the customer.

Estimated development costs of the real estate project include costs of land, land development,
building costs, professional fees, payments for permits and licenses. Revisions in estimated
development costs brought about by increases in projected costs in excess of the original budgeted
amounts, form part of total project costs on a prospective basis.

202 *SGVFS187718*
Any excess of collections over the total of recognized trade receivables and installment contract
receivables is included in the “contract liabilities” account in the liabilities section of the consolidated
statement of financial position.

The impact of the significant financing component on the transaction price has not been considered
since the Group availed the relief granted by the SEC under Memorandum Circular Nos. 14-2018 as
of 2018 for the implementation issues of PFRS 15 affecting the real estate industry. Under the SEC
Memorandum Circular No. 34, the relief has been extended until December 31, 2023 (see Note 3).

Real estate sales - Philippines Operations - Performance obligation is satisfied at a point in time
The Group also derives real estate revenue from sale of parcels of raw land and developed land.
Revenue from the sale of these parcels of raw land are recognized at a point in time (i.e. upon transfer
of control to the buyer) since based on the terms and conditions of its contract with the buyers, the
Group’s performance does not create an asset with an alternative use but the Group does not have an
enforceable right to payment for performance completed to date. The Group is only entitled to
payment upon delivery of the land to the buyer and if the contract is terminated, the Group has to
return all payments made by the buyer.

Real estate sales - China Operations


Taking into account the contract terms per house purchase and sales contract, Chengdu Xin Yao’s
business practice and, the legal and regulatory environment in China, most of the property sales
contracts in China do not meet the criteria for recognizing revenue over time and therefore, revenue
from property sales continues to be recognized at a point in time. For some properties where there is
no alternative use to the Group due to contractual reasons and the Group has an enforceable right to
payment from customer for performance completed to date, the revenue is recognized over time under
the percentage-of-completion method. Under PFRS 15, revenue from property sales is generally
recognized when the property is accepted by the customer, or deemed as accepted according to the
contract, whichever is earlier, which is the point in time when the customer has the ability to direct
the use of the property and obtain substantially all of the remaining benefits of the property.

Rental income
The Group leases its commercial real estate properties to others through operating leases. Rental
income on leased properties is recognized on a straight-line basis over the lease term and may include
contingent rents based on a certain percentage of the gross revenue of the tenants, as provided under
the terms of the lease contract. Contingent rents are recognized as revenue in the period in which
they are earned.

Rental income is not recognized when the Group waives its right to collect rent and other charges
under a lease concession. This is recognized as a rent concession and reported as a variable payment
in the consolidated statement of comprehensive income (see Note 21).

Revenue from hotel operations


Revenue from hotel operations is recognized as services are rendered or over time, and when food
and beverage are served. Revenue from banquets and other special events are recognized as the
events take place or over time. Rental income on leased areas of the hotel is recognized on a straight-
line basis over the lease term. Revenue from food and beverage are recognized when these are
served. Other income from transport, laundry, valet and other related hotel services are recognized
when services are rendered.

Interest income
Interest income is recognized as the interest accrues using the effective interest rate (EIR) method.

Other income
Other income is recognized when earned.

203 *SGVFS187718*
The contract for the commercial spaces leased out by the Group to its tenants includes the right to
charge for the electricity usage, water usage, air-conditioning charges and Common Usage Service
Area (CUSA) like maintenance, janitorial and security services.

For the electricity and water usage, the Group determined that it is acting as an agent for the benefit
of the lessees because the promise of the Group to the lessees is to arrange for the electricity and
water supply to be provided by a utility company. The utility and service companies, and not the
Group, are primarily responsible for the provisioning of the utilities while the Group administers the
leased spaces and coordinates with the utility and service companies to ensure that lessees have
access to these utilities.

For the provision of CUSA and air-conditioning of the buildings, the existing lease contracts
establishes the Group to act as a principal because it retains the right to direct the service provider of
maintenance, janitorial and security to the leased premises, and air-conditioning, respectively. The
right to the services mentioned never transfers to the lessees and the Group has the discretion to add a
minimal fee to the CUSA and air-conditioning charges.

Cost Recognition

Cost of Real Estate Sales


The Group recognizes costs relating to satisfied performance obligations as these are incurred taking
into consideration the contract fulfillment assets such as land and connection fees. These include
costs of land, land development costs, building costs, professional fees, permits and licenses and
capitalized borrowing costs.

These costs are allocated to the saleable area, with the portion allocable to the sold area being
recognized as costs of sales while the portion allocable to the unsold area being recognized as part of
real estate inventories.

Contract costs include all direct materials and labor costs and those indirect costs related to contract
performance. Expected losses on contracts are recognized immediately when it is probable that the
total contract costs will exceed total contract revenue. Changes in contract performance, contract
conditions and estimated profitability, including those arising from contract penalty provisions,
warranties, contingencies, cost constructions, and final contract settlements which may result in
revisions to estimated costs and gross margins are recognized in the year in which the changes are
determined.

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognized as revenue when the Group performs under the contract.
The contract liabilities also include payments received by the Group from the customers for which
revenue recognition has not yet commenced.

Marketing fees and management fees


Marketing fees and management fees from administration and property management are recognized
as expense when services are incurred.

Costs to obtain contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if the Group
expects to recover them. The Group has determined that commissions paid to brokers and 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 recognized as

204 *SGVFS187718*
earned. Commission expense is included in the “Cost of real estate sales” account in the consolidated
statement of comprehensive income.

Costs incurred prior to obtaining contract with customer are not capitalized but are expensed as
incurred.

Cost of hotel operations (part of cost of real estate sales in the consolidated statement of income)
Cost of hotel operations pertains to expenses incurred in relation to sale of goods and rendering of
services. These are recognized when a decrease in future economic benefits related to a decrease in
an asset or an increase of a liability has arisen than can be measured reliably. These are recognized
when incurred and measured at the amount paid or payable.

Contract fulfillment assets


Contract fulfillment costs are divided into: (i) costs that give rise to an asset; and (ii) costs that are
expensed as incurred. When determining the appropriate accounting treatment for such costs, the
Group firstly considers any other applicable standards. If those standards preclude capitalization of a
particular cost, then an asset is not recognized under PFRS 15.

If other standards are not applicable to contract fulfillment costs, the Group applies the following
criteria which, if met, result in capitalization: (i) the costs directly relate to a contract or to a
specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity
that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
(iii) the costs are expected to be recovered. The assessment of this criteria requires the application of
judgment, in particular when considering if costs generate or enhance resources to be used to satisfy
future performance obligations and whether costs are expected to be recoverable.

The Group’s contract fulfillment assets pertain to connection fees and land acquisition costs.

Amortization, de-recognition and impairment of capitalized costs to obtain a contract


Following the pattern of real estate revenue recognition, the Group amortizes capitalized costs
to obtain a contract to cost of sales over the expected construction period using percentage of
completion. The amortization is included within general and administrative expenses.

A capitalized cost to obtain a contract is derecognized either when it is disposed of or when no further
economic benefits are expected to flow from its use or disposal.

At each reporting date, the Group determines whether there is an indication that cost to obtain a
contract maybe impaired. If such indication exists, the Group makes an estimate by comparing the
carrying amount of the assets to the remaining amount of consideration that the Group expects to
receive less the costs that relate to providing services under the relevant contract. In determining the
estimated amount of consideration, the Group uses the same principles as it does to determine the
contract transaction price, except that any constraints used to reduce the transaction price will be
removed for the impairment test.

Where the relevant costs or specific performance obligations are demonstrating marginal profitability
or other indicators of impairment, judgment is required in ascertaining whether or not the future
economic benefits from these contracts are sufficient to recover these assets. In performing this
impairment assessment, management is required to make an assessment of the costs to complete the
contract. The ability to accurately forecast such costs involves estimates around cost savings to be
achieved over time, anticipated profitability of the contract, as well as future performance against any
contract-specific performance indicators that could trigger variable consideration, or service credits.
Where a contract is anticipated to make a loss, these judgments are also relevant in determining
whether or not an onerous contract provision is required and how this is to be measured.

Costs and General and Administrative Expense

205 *SGVFS187718*
Costs and general and administrative expenses are recognized in the consolidated statement of
comprehensive income when decrease in future economic benefit related to a decrease in an asset or
an increase in a liability has arisen that can be measured reliably.

Costs and expenses are recognized in the consolidated statement of comprehensive income:

 On the basis of a direct association between the costs incurred and the earning of specific items of
income;
 On the basis of systematic and rational allocation procedures when economic benefits are
expected to arise over several accounting periods and the association can only be broadly or
indirectly determined; or
 Immediately when expenditure produces no future economic benefits or when, and to the extent
that, future economic benefits do not qualify or cease to qualify, for recognition in the
consolidated statement of financial position as an asset.

Direct operating expenses and general and administrative expenses are recognized as they are
incurred.

Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction, or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalized
as part of the cost of the asset. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.

Interest and other financing costs incurred during the construction period on borrowings used to
finance property development are capitalized as part of development costs (included in “Subdivision
land, condominium and residential units for sale”, “Property and equipment” and “Investment
properties” accounts in the Group’s consolidated statement of financial position). Capitalization of
borrowing costs commences when the activities to prepare the asset are in progress and expenditures
and borrowing costs are being incurred. Capitalization of borrowing costs ceases when substantially
all the activities necessary to prepare the asset for its intended use or sale are complete. If the
carrying amount of the asset exceeds its recoverable amount, an impairment loss is recorded.

Capitalized borrowing cost is based on applicable weighted average borrowing rate for those coming
from general borrowings.

All other borrowing costs are expensed in the period they occur and is recorded under “Interest
expense.”

Debt Issue Costs


Transaction costs incurred in connection with the availment of long-term debt are deferred and
amortized using EIR method over the term of the related loans.

Leases
The Group assesses whether a contract is, or contains a lease, at the inception of a contract. This
assessment involves the exercise of judgment about whether it depends on a specified asset, whether
the Group obtains substantially all the economic benefits from the use of the asset, whether the Group
has the right to direct the use of the asset.

Group as Lessee

Except for short-term leases and leases of low-value assets, the Group recognizes a right-of-use
(ROU) asset and a corresponding lease liability with respect to all lease agreements in which it is the
lessee.

206 *SGVFS187718*
ROU assets
The Group recognizes ROU assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). ROU assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, lease
payments made at or before the commencement date less any lease incentives received, and any
estimated costs to be incurred in dismantling and removing the underlying asset, restoring the site on
which it is located or restoring the underlying asset to the condition required by the terms and
conditions of the lease, unless those costs are incurred to produce inventories. Unless the Group is
reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized
ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the
remaining lease term of up to approximately 33 years.

ROU assets are subject to impairment. Refer to the accounting policies in impairment of nonfinancial
assets section.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating a lease, if the lease term reflected
the Group exercising the option to terminate. The variable lease payments that do not depend on an
index or a rate are recognized as expense in the period on which the event or condition that triggers
the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at
the commencement date if the interest rate implicit to the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of office space
(i.e., those leases that have a lease term of twelve (12) months or less from the commencement date
and do not contain a purchase option). Lease payments on short-term leases are recognized as
expense on a straight-line basis over the lease term.

Group as Lessor

Leases where the Group does not transfer substantially all the risks and benefits of ownership of the
assets are classified as operating leases. Lease payments received are recognized as income in the
consolidated statement of comprehensive income on a straight-line basis over the lease term. Initial
direct costs incurred in negotiating operating leases are added to the carrying amount of the leased
asset and recognized over the lease term on the same basis as the rental income. Contingent rents are
recognized as revenue in the period in which they are earned.

The Group accounts for a modification to an operating lease as a new lease from the effective date of
the modification considering any prepaid or accrued lease payments relating to the original lease as
part of the lease payments for the new lease.

There are no lease contracts where the Group transfers substantially all the risk and benefits of
ownership of the assets that are leased.

207 *SGVFS187718*
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:

 In the principal market for the asset or liability, or


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

208 *SGVFS187718*
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial
statements are categorized within the fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a whole:

 Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable

For assets and liabilities that are recognized in the consolidated financial statements at fair value on a
recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy
by re-assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as investment properties.
Involvement of external valuers is decided upon annually by the Group. Selection criteria include
market knowledge, reputation, independence and whether professional standards are maintained.

The Group, in conjunction with the external valuers, also compares each of the changes in the fair
value of each asset with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets on the basis of
the nature, characteristics and risks of the asset and the level of the fair value hierarchy as explained
above.

Current and Noncurrent Classification


The Group presents assets and liabilities in consolidated statement of financial position based on
current/noncurrent classification. An asset is current when:

 Expected to be realized or intended to be sold or consumed in normal operating cycle;


 Held primarily for the purpose of trading;
 Expected to be realized within 12 months after reporting date; or
 Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least 12 months after reporting date.

All other assets are classified as noncurrent.

A liability is current when:

 It is expected to be settled in the normal operating cycle;


 It is held primarily for the purpose of trading;
 It is due to be settled within 12 months after reporting date; or
 There is no unconditional right to defer the settlement of the liability for at least 12 months after
reporting date.

The Group classifies all other liabilities as noncurrent.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities, respectively.

209 *SGVFS187718*
Financial Instruments

Financial Assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost,
FVOCI, and fair value through profit or loss (FVPL).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of
trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in
the case of a financial asset not at FVPL, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under PFRS 15. Refer to the accounting policies in
section “Revenue from contracts with customers”.

In order for a financial asset to be classified and measured at amortized cost or FVOCI, it needs to
give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument
level.

The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e.,
the date that the Group commits to purchase or sell the asset.

Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:

 Financial assets at amortized cost (debt instruments)


 Financial assets at FVOCI with recycling of cumulative gains and losses (debt instruments)
 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
 Financial assets at FVPL

Financial assets at amortized cost (debt instruments)


This category is the most relevant to the Group. The Group measures financial assets at amortized
cost if both of the following conditions are met:

 The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows and
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
SPPI on the principal amount outstanding

Financial assets at amortized cost are subsequently measured using the EIR method and are subject to
impairment. Interest income and impairment losses on reversals are recognized in the consolidated
statement of income. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired.
As of December 31, 2023 and 2022, the Group’s financial assets at amortized cost include cash and
cash equivalents, receivables (except for receivables from lease-to-own arrangements), restricted cash

210 *SGVFS187718*
under “Other current assets” and refundable utility deposits under “Other current and noncurrent
assets”.

Financial assets at FVOCI (debt instruments)


The Group measures debt instruments at FVOCI if both of the following conditions are met:

 The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling; and
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
SPPI on the principal amount outstanding

For debt instruments at FVOCI, interest income, foreign exchange revaluation and impairment losses
or reversals are recognized in the consolidated statement of comprehensive income and computed in
the same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is
recycled to profit or loss.

As of December 31, 2023 and 2022, the Group’s debt instruments at FVOCI include receivables from
lease-to-own arrangements under “Receivables”.

Financial assets designated at FVOCI (equity instruments)


Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at FVOCI when they meet the definition of equity under PAS 32, Financial
Instruments: Presentation and are not held for trading. The classification is determined on an
instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are
recognized as other income in the consolidated statement of comprehensive income when the right of
payment has been established, except when the Group benefits from such proceeds as a recovery of
part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity
instruments designated at FVOCI are not subject to impairment assessment.

As of December 31, 2023 and 2022, the Group’s equity instruments at FVOCI presented under
“Other noncurrent assets” include investment in equity instruments of affiliates under the common
control of the ultimate parent company.

Financial assets at FVPL

As of December 31, 2023 and 2022, the Group does not have financial assets at FVPL.

Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognized (i.e., removed from the consolidated statement of financial
position) when:

 The rights to receive cash flows from the asset have expired, or
 The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a
‘pass-through’ arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to

211 *SGVFS187718*
the extent of its continuing involvement. In that case, the Group also recognizes an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.

Modification of Financial Assets


The Group derecognizes a financial asset when the terms and conditions have been renegotiated to
the extent that, substantially, it becomes a new asset, with the difference between its carrying amount
and the fair value of the new asset recognized as a derecognition gain or loss in profit or loss, to the
extent that an impairment loss has not already been recorded.

When the contractual cash flows of a financial asset are renegotiated or otherwise modified and the
renegotiation or modification does not result in the derecognition of that financial asset, the Group
recalculates the gross carrying amount of the financial asset as the present value of the renegotiated or
modified contractual cash flows discounted at the original EIR (or credit-adjusted EIR for purchased
or originated credit-impaired financial assets) and recognizes a modification gain or loss in the
consolidated statement of comprehensive income.

Impairment of Financial Assets


The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not
held at FVPL. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows
from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the
Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix for rental and accrued
rent receivables and receivables from hotel operations and a vintage analysis for installment contract
receivables that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment.

For cash and cash equivalents, the Group applies the low credit risk simplification. The investments
are considered to be low credit risk investments as the counterparties have investment grade ratings.
It is the Group’s policy to measure ECLs on such instruments on a 12-month basis based on available
probabilities of defaults and loss given defaults. The Group uses the ratings published by a reputable
rating agency to determine if the counterparty has investment grade rating. If there are no available
ratings, the Group determines the ratings by reference to a comparable bank.

For other financial assets such as receivables from affiliated companies and utility deposits, ECLs are
recognized in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events
that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial recognition a loss allowance is required

212 *SGVFS187718*
for credit losses expected over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).

The Group considers a debt investment security to have low credit risk when its credit risk rating is
equivalent to the globally understood definition of ‘investment grade’.

The key inputs in the model include the Group’s definition of default and historical data of three
years for the origination, maturity date and default date.

Determining the stage for impairment


At each reporting date, the Group assesses whether there has been a significant increase in credit risk
for financial assets since initial recognition by comparing the risk of default occurring over the
expected life between the reporting date and the date of initial recognition. The Group considers
reasonable and supportable information that is relevant and available without undue cost or effort for
this purpose. This includes quantitative and qualitative information and forward-looking analysis.

The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when
internal or external information indicates that the Group is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements held by the Group.

An exposure will migrate through the ECL stages as asset quality deteriorates. If, in a subsequent
period, asset quality improves and also reverses any previously assessed significant increase in credit
risk since origination, then the loss allowance measurement reverts from lifetime ECL to 12-months
ECL.

Write-off of financial assets


A financial asset is written off when there is no reasonable expectation of recovering the contractual
cash flows (e.g., when the debtor has been placed under liquidation or has entered into bankruptcy
proceedings, or when the Group has effectively exhausted all collection efforts).

Financial Liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.

Directly attributable transaction costs are documentary stamp tax, underwriting and selling fees,
regulatory filing fee and other fees.

Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:

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Financial liabilities at FVPL

The Group has no financial liability as at FVPL.

Loans and borrowings


This is the category most relevant to the Group. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are
recognized in profit or loss when the liabilities are derecognized as well as through the EIR
amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the
consolidated statement of comprehensive income.

As of December 31, 2023 and 2022, the Group’s financial liabilities under this category include
accounts payable and accrued expenses (except statutory liabilities), short-term loans, loans payable,
and payable to affiliated companies and deposits from lessees which are both included under “Deposit
and other current liabilities” and “Deposit and other noncurrent liabilities”.

Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognized in the consolidated
statement of comprehensive income.

Cash and Cash Equivalents


Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash with original maturities of three months or less
and that are subject to an insignificant risk of changes in value.

Subdivision Land, Condominium and Residential Units for Sale


Subdivision land, condominium and residential units for sale in the ordinary course of business are
carried at the lower of cost and net realizable value (NRV).

Cost includes land costs, costs incurred for development and improvement of the properties
(i.e., planning and design costs, costs of site preparation, contractor’s fees and other professional fees,
property transfer taxes, construction overheads and other related costs). It also includes the cost of
land use right (see Note 9).

Inventories that are leased out at market rates to earn revenues to partly cover for expenses on the
condition that the intent to sell in the ordinary course of business has not changed are accounted and
presented as inventory. The rent income from inventories that are leased out is included in other
income in the consolidated statement of comprehensive income.

NRV is the estimated selling price in the ordinary course of business less cost of completion and
estimated costs necessary to make the sale.

The cost of inventory recognized in the consolidated statement of comprehensive income is


determined with reference to the specific costs incurred on the property sold and an allocation of any
non-specific costs based on the relative size of the property sold.
Prepaid Expenses
Prepaid expenses pertain to resources controlled by the Group as a result of past events and from
which future economic benefits are expected to flow to the Group.

214 *SGVFS187718*
With the exception of commission from residential sales, which is amortized using the percentage of
completion, other prepaid expenses are amortized over the period of coverage.

Advances to Contractors and Suppliers, Advances to Lot Owners


Advances to contractors and suppliers and advances to lot owners are carried at cost less impairment
losses, if any.

Deposits
Deposits from lessees
Deposits from lessees are measured initially at fair value. After initial recognition, customers’
deposits are subsequently measured at amortized cost using EIR method.

The difference between the cash received and its fair value is deferred (included in the “Deposits and
other liabilities” in the consolidated statement of financial position) and amortized on a straight-line
basis over the lease term.

Non-refundable deposits that are applicable against costs of services incurred or goods delivered are
measured at fair value.

Value-added Tax (VAT)


Revenues, expenses, and assets are recognized net of the amount of VAT, if applicable.

When VAT from sales of goods and/or services (output VAT) exceeds VAT passed on from
purchases of goods or services (input VAT), the excess is recognized as payable in the consolidated
statement of financial position. When VAT passed on from purchases of goods or services
(input VAT) exceeds VAT from sales of goods and/or services (output VAT), the excess is
recognized as an asset in the consolidated statement of financial position to the extent of the
recoverable amount.

The net amount of VAT recoverable from the taxation authority is included as part of “Other current
assets” in the consolidated statement of financial position.

Investments in Associate and Joint Ventures


Investments in joint ventures (investee companies) are accounted for under the equity method of
accounting. An associate is an entity in which the Group has significant influence, and which is
neither a subsidiary nor a joint venture. A joint arrangement/operation is a contractual arrangement
whereby two or more parties undertake an economic activity that is subject to joint control, and a
joint venture is a joint arrangement that involves the establishment of a separate entity in which each
venturer has an interest.

An investment is accounted for using the equity method from the day it becomes a joint venture. On
acquisition of investment, the excess of the cost of investment over the investor’s share in the net fair
value of the investee’s identifiable assets, liabilities and contingent liabilities is accounted for as
goodwill and included in the carrying amount of the investment and not amortized. Any excess of the
investor’s share of the net fair value of the investee’s identifiable assets, liabilities and contingent
liabilities over the cost of the investment is excluded from the carrying amount of the investment, and
instead included in the determination of the share in the earnings of the investees.

Under the equity method, the investments in the investee companies are carried in the consolidated
statement of financial position at cost plus post-acquisition changes in the Group’s share in the net
assets of the investee companies, less any impairment in values. The consolidated statement of
comprehensive income reflects the share of the results of the operations of the investee companies.
The Group’s share of post-acquisition movements in the investee’s equity reserves is recognized
directly in equity. Profits and losses resulting from transactions between the Group and the investee

215 *SGVFS187718*
companies are eliminated to the extent of the interest in the investee companies and for unrealized
losses to the extent that there is no evidence of impairment of the asset transferred. Dividends
received are treated as a reduction of the carrying value of the investment.

The Group discontinues applying the equity method when their investments in investee companies
are reduced to zero. Accordingly, additional losses are not recognized unless the Group has
guaranteed certain obligations of the investee companies. When the investee companies subsequently
report net income, the Group will resume applying the equity method but only after its share of that
net income equals the share of net losses of the investee companies not recognized during the period
the equity method was suspended.

The reporting dates of the investee companies and the Group are identical and the investee
companies’ accounting policies conform to those used by the Group for like transactions and events
in similar circumstances.

Upon loss of significant influence over the investee companies, the Group measures and recognizes
any retaining investment at its fair value. Any difference between the carrying amount of the investee
companies upon loss of significant influence, and the fair value of the retaining investment and
proceeds from disposal is recognized in the consolidated statement of comprehensive income.
Likewise, a gain or a loss on dilution is recognized in the consolidated statement of income when the
Group does not participate in capital infusion and effectively foregoes its pre-emptive right and loses
significant influence over the investee companies.

Interest in Joint Operation


A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement
have rights to the assets, and obligations for the liabilities, relating to the arrangement. The Group
recognize in relation to its interest in a joint operation its assets, including its share of any assets held
jointly; liabilities, including its share of any liabilities incurred jointly; revenue from the sale of its
share of the output arising from the joint operation; share of the revenue from the sale of the output
by the joint operation; and expenses, including its share of any expenses incurred jointly.

The financial statements of the joint operation are prepared for the same reporting period as the
Group. Where necessary, adjustments are made to bring the accounting policies in line with those of
the Group.

Investment Properties
Investment properties - Land, Land Improvements, Buildings and Improvements and Construction in
Progress

Investment properties consist of properties that are held to earn rentals or for capital appreciation or
both, and that are not occupied by the companies consolidated into the Group. Investment properties,
except for land, are carried at cost less accumulated depreciation and any impairment in value. Land
is carried at cost less any impairment in value. The carrying amount includes the cost of replacing
part of an existing investment property at the time that cost is incurred if the recognition criteria are
met and excludes the cost of day-to-day servicing of an investment property.

Investment properties are depreciated and amortized using the straight-line method over their
estimated useful lives (EUL) as follows:

Years
Buildings 20 - 40
Building improvements 10
Land improvements 10

216 *SGVFS187718*
The useful life and depreciation method are reviewed periodically to ensure that the period and
method of depreciation are consistent with the expected pattern of economic benefits from items of
investment properties.

Construction-in-progress (CIP) is stated at cost. This includes cost of construction and other direct
costs. Borrowing costs that are directly attributable to the construction of investment properties are
capitalized during the construction period. CIP is not depreciated until such time as the relevant
assets are in the location and condition necessary for it to be capable of operating in the manner
intended by management.
Expenditures incurred after the investment property has been put in operation, such as repairs and
maintenance costs, are normally charged against income in the period in which the costs are incurred.

Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. Any gain or loss on the retirement or disposal of an investment property is
recognized in the profit and loss in the period of retirement or disposal.

Transfers are made to investment property when, and only when, there is a change in use, evidenced
by the end of owner occupation, commencement of an operating lease to another party. Transfers are
made from investment property when, and only when, there is a change in use, evidenced by
commencement of owner occupation or commencement of development with a view to sell.
Transfers between investment properties, owner-occupied property and inventories do not change the
carrying amount of the property transferred and they do not change the cost of the property for
measurement or disclosure purposes.

Investment Properties - Land held for future development


Land held for future development consist of raw land held by the Group which will be developed into
investment properties in the future. Land held for future development is carried at cost less any
impairment in value. Transfers are made to investment properties when there is commencement of
construction of commercial centers or office building on the land property. Transfers are made from
land held for future development to either property and equipment or subdivision land, condominium
and residential units for sale when, and only when, there is change in use, as evidenced by owner
occupation or upon commencement of real estate development with a view to sell.
Land held for future development are derecognized when either they have been disposed of or when
the land is permanently withdrawn from use and no future economic benefit is expected from its
disposal. Any gain or loss on the retirement or disposal of land held for future development is
recognized in the profit and loss in the period of retirement or disposal.

Fair Value Disclosure


The Group discloses the fair values of its investment properties in accordance with PAS 40. The
Group engages independent valuation specialist to assess the fair values as at December 31, 2023 and
2022. The Group’s investment properties consist of land and building pertaining to land properties,
retail (malls), office properties and industrial facilities. These are valued by reference to market-
based evidence using comparable prices adjusted for specific market factors such as nature, location
and condition of the property and income approach by reference to the value of income, cash flow or
cost saving generated by the asset.

Property and Equipment


Property and equipment are stated at cost less accumulated depreciation and any impairment in value.
The cost of an item of property and equipment includes its purchase price and any cost attributable in
bringing the asset to the intended location and working condition. Cost also includes interest and
other charges on borrowed funds used to finance the construction of property and equipment to the
extent incurred during the period of construction and installation.

217 *SGVFS187718*
Expenditures incurred after the fixed assets have been put into operation, such as repairs and
maintenance, are normally charged to expenses in the period in which the costs are incurred.

In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in
the future economic benefits expected to be obtained from the use of an item of property and
equipment beyond its originally assessed standard of performance, the expenditures are capitalized as
an additional cost of property and equipment.

Depreciation commences once the assets are available for use and is calculated on a straight-line basis
over the estimated useful life of over the EUL as follow:

Years
Buildings 20-40
Building improvements 10
Land improvements 5
Theater furniture and equipment 5
IT Equipment 3
Other equipment 2.5

Assets under construction are transferred to a specific category of property and equipment when the
construction and other related activities necessary to prepare the property and equipment for their
intended use are completed and the property and equipment are available for service.

Other equipment includes china, glassware, silver and linen on stock used in hotel operations.

The useful life and depreciation method are reviewed and adjusted, if appropriate, at each financial
year-end to ensure that the period and method of depreciation are consistent with the expected pattern
of economic benefits from items of property and equipment.

An item of property and equipment is derecognized upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset)
is included in profit and loss in the period the asset is derecognized.

Impairment of Nonfinancial Assets


The Group assesses at each reporting date whether there is an indication that the Group’s land held
for future development, investment properties, ROU assets, property and equipment, investment in
joint ventures and other noncurrent assets may be impaired. If any such indication exists, the Group
makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is calculated as
the higher of an asset’s or cash-generating unit’s fair value less cost to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or group of assets.

Where the carrying amount of an asset exceeds the recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessment of the time value of money and the risks specific to the asset.

Impairment losses of continuing operations are recognized in the consolidated statement of


comprehensive income in those expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously
recognized impairment losses may no longer exist or may have decreased. If any such indication
exists, the Group makes an estimate of recoverable amount. A previously recognized impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s recoverable

218 *SGVFS187718*
amount since the last impairment loss was recognized. If that is the case, the carrying amount of the
asset is increased to the recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been
recognized for the assets in prior periods, such reversal is recognized in the consolidated statement of
comprehensive income. The following criteria are also applied in assessing the impairment of
specific assets.

Investments in Associate and Joint Ventures


After application of the equity method, the Group determines whether it is necessary to recognize any
additional impairment loss with respect to the Group’s net investment in the investee companies. The
Group determines at each reporting date whether there is any objective evidence that the investment
in joint ventures is impaired. If this is the case, the Group calculates the amount of impairment as
being the difference between the recoverable amount and the carrying value of the investee company
and recognizes the difference in the consolidated statement of comprehensive income.

Equity
Capital stock is measured at par value for all shares issued. When the Group issues more than one
capital stock, a separate account is maintained for each class of stock and the number of shares
issued.

When the shares are sold at premium, the difference between the proceeds at the par value is credited
to “Additional paid-in capital” account. Direct costs incurred related to equity issuance are
chargeable to “Additional paid-in capital” account. If additional paid-in capital is not sufficient, the
excess is charged against retained earnings.

Retained earnings represent accumulated earnings of the Group less dividends declared. The
individual accumulated retained earnings of the subsidiaries are available for dividend distribution
when they are declared by the subsidiaries as approved by their respective BOD. The amount of
retained earnings to the extent of the cost of treasury shares are not available for dividend declaration.

Treasury Stock
Own equity instruments which are acquired (treasury stock) are recognized at cost and deducted from
equity. No gain or loss is recognized in the profit and loss on the purchase, sale, issue or cancellation
of the Parent Company’s own equity instruments. Any difference between the carrying amount and
the consideration, if reissued, is recognized in additional paid-in capital. Voting rights related to
treasury shares are nullified for the Group and no dividends are allocated to them respectively. When
the shares are retired, the capital stock account is reduced by its par value and the excess of cost over
par value upon retirement is debited to additional paid-in capital when the shares were issued and to
retained earnings for the remaining balance.

Equity Reserves
Equity reserve pertains to the difference between the consideration paid and the carrying value of the
non-controlling interest acquired. Upon disposal of the related investment, the other equity reserve is
transferred to retained earnings.

Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions (i.e., transactions with owners in their capacity as owners). In
such circumstances, the carrying amounts of the controlling and non-controlling interests shall be
adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the
amount by which the non-controlling interests are adjusted and the fair value of the consideration
paid shall be recognized directly in equity and included under “Equity reserves” account in the equity
sections of the consolidated financial statements.

219 *SGVFS187718*
On sale and disposal of properties involving entities under common control, any difference between
consideration received and costs shall be recognized directly in equity and included under “Equity
reserves” account in the equity section of consolidated of financial position. The related impact to the
non controlling interest is also considered.

Income Taxes
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amounts are those that are enacted or substantively enacted at the reporting date in the
countries where the Group operates and generates taxable income.

Deferred income tax


Deferred income tax is provided using the liability method on temporary differences between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date. Deferred income tax liabilities are recognized for all taxable temporary differences,
except:

 When the deferred income tax liability arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss
 In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint arrangements, when the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred income tax assets are recognized for all deductible temporary differences, the carry forward
of unused tax credits and any unused tax losses. Deferred income tax assets are recognized to the
extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

 When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss
 In respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint arrangements, deferred tax assets are recognized only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be utilized

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced 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 asset to be utilized. Unrecognized deferred income tax assets are reassessed at
each reporting date and are recognized to the extent that it has become probable that future taxable
income will allow all as part of the deferred tax and to be recovered. The Group does not recognize
deferred income tax assets that will reverse during the income tax holiday (ITH).

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in
the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date (see Note 27).

Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or
loss. Deferred income tax items are recognized in correlation to the underlying transaction either in
OCI or directly in equity.

220 *SGVFS187718*
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right
exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.

Pension Expense
The Group has a noncontributory defined benefit plan. The net defined benefit liability or asset is the
aggregate of the present value of the defined benefit liability at the end of the reporting period
reduced by the fair value of plan assets (if any), adjusted for any effect of limiting a net defined
benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits
available in the form of refunds from the plan or reductions in future contributions to the plan.

The cost of providing benefits under the defined benefit plan is actuarially determined using the
projected unit credit method.

Defined benefit costs comprise the following:

 Service costs
 Net interest on the net defined benefit liability or asset
 Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on non-
routine settlements are recognized as expense in profit or loss. Past service costs are recognized
when plan amendment or curtailment occurs. These amounts are calculated periodically by
independent qualified actuary.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by applying
the discount rate based on government bonds to the net defined benefit liability or asset. Net interest
on the net defined benefit liability or asset is recognized as expense or income in profit or loss.

221 *SGVFS187718*
Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in OCI in the period in which they arise. Remeasurements are not reclassified to profit
or loss in subsequent periods.

Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance
policies. Plan assets are not available to the creditors of the Group, nor can they be paid directly to
the Group. Fair value of plan assets is based on market price information. When no market price is
available, the fair value of plan assets is estimated by discounting expected future cash flows using a
discount rate that reflects both the risk associated with the plan assets and the maturity or expected
disposal date of those assets (or, if they have no maturity, the expected period until the settlement of
the related liabilities). If the fair value of the plan assets is higher than the present value of the
defined benefit liability, the measurement of the resulting defined benefit asset is limited to the
present value of economic benefits available in the form of refunds from the plan or reductions in
future contributions to the plan.

The Group’s right to be reimbursed of some or all of the expenditure required to settle a defined
benefit liability is recognized as a separate asset at fair value when and only when reimbursement is
virtually certain.

Termination benefit
Termination benefits are employee benefits provided in exchange for the termination of an
employee’s employment as a result of either an entity’s decision to terminate an employee’s
employment before the normal retirement date or an employee’s decision to accept an offer of
benefits in exchange for the termination of employment.

A liability and expense for a termination benefit is recognized at the earlier of when the entity can no
longer withdraw the offer of those benefits and when the entity recognizes related restructuring costs.
Initial recognition and subsequent changes to termination benefits are measured in accordance with
the nature of the employee benefit, as either post-employment benefits, short-term employee benefits,
or other long-term employee benefits.

Transactions and balances


Transactions in foreign currencies are initially recorded by the Group’s entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition. Monetary
assets and liabilities denominated in foreign currencies are translated at the functional currency spot
rates of exchange at the reporting date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rates at the dates of the initial
transactions.

Translation for consolidation


On consolidation, the assets and liabilities of foreign operations are translated into Philippine Peso at
the rate of exchange prevailing at the reporting date and their statements of profit or loss are
translated at exchange rates prevailing at the dates of the transactions. The exchange differences
arising on translation for consolidation are recognized in the cumulative translation adjustment (CTA)
in the consolidated statement of comprehensive income. On disposal of a foreign operation, when the
standard permits, the component of OCI relating to that particular foreign operation is reclassified to
profit or loss.

222 *SGVFS187718*
Earnings Per Share (EPS)
Basic EPS is calculated by dividing net income attributable to equity holders of the Parent Company
by the weighted average number of common shares outstanding during the year. Diluted EPS is
computed by dividing net income attributable to equity holders of the Parent Company by the
weighted average number of common shares issued and outstanding during the period after giving
effect to assumed conversion of potential common shares. Calculation of dilutive EPS considers the
potential ordinary shares of subsidiaries, associates and joint ventures that have dilutive effect on the
basic EPS of the Parent Company. The calculation of diluted earnings per share does not assume
conversion, exercise, or other issue of potential common shares that would have an antidilutive effect
on earnings per share.

Operating Segment
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and services and serves different markets. Financial information on business
segments is presented in Note 6 to the consolidated financial statements.

Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects a provision to be reimbursed, the reimbursement is recognized as a separate
asset but only when the reimbursement is virtually certain. If the effect of the time value of money is
material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where appropriate, the risks
specific to the liability. Where discounting is used, the increase in the provision due to the passage of
time is recognized as an interest expense. Provisions are reviewed at each reporting date and adjusted
to reflect the current best estimate.

Contingencies
Contingent liabilities are not recognized in the consolidated financial statements but are disclosed
unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent
assets are not recognized in the consolidated financial statements but are disclosed when an inflow of
economic benefits is probable. However, when the realization of income is virtually certain, the
related asset is not a contingent asset and will be recognized.

Events After the Reporting Date


Post year-end events that provide additional information about the Group’s position at the reporting
date (adjusting events) are reflected in the consolidated financial statements. Post year-end events
that are not adjusting events are disclosed in the consolidated financial statements when material.

5. Significant Accounting Judgments and Estimates

The preparation of the accompanying consolidated financial statements in conformity with PFRSs, as
modified by the application of the financial reporting reliefs issued and approved by the SEC in
response to the COVID-19 pandemic, requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes. The
estimates and assumptions used in the accompanying consolidated financial statements are based
upon management’s evaluation of relevant facts and circumstances as of the date of the consolidated
financial statements. Future events may occur which will cause the assumptions used in arriving at
the estimates to change. The effects of any change in judgments and estimates are reflected in the
consolidated financial statements, as they become reasonably determinable. Actual results could
differ from such estimates.

223 *SGVFS187718*
Judgments and estimates are continuously evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which has the most significant effect on the
amounts recognized in the consolidated financial statements.

Existence of a contract
The Group’s primary document for a contract with a customer is a signed contract to sell. It has
determined, however, that in cases wherein contract to sell are not signed by both parties, the
combination of its other duly executed and signed documentation such as reservation agreement,
official receipts, buyers’ computation sheets and invoices, would contain all the criteria to qualify as
contract with the customer under PFRS 15.

In addition, part of the assessment process of the Group before revenue recognition is to assess the
probability that the Group will collect the consideration to which it will be entitled in exchange for
the real estate property that will be transferred to the customer. In evaluating whether collectability
of an amount of consideration is probable, an entity considers the significance of the customer’s
initial payments in relation to the total contract price. Collectability is also assessed by considering
factors such as past history with the customer, age and pricing of the property. Management regularly
evaluates the historical cancellations and back-outs if it would still support its current threshold of
customers’ equity before commencing revenue recognition.

Identifying performance obligation


In 2018, the Parent Company entered into a contract to sell covering a land upon which, site
preparation will be performed prior to turnover to the buyer. The Group concluded that the revenue
and cost of real estate sales should be recorded upon completion of the site preparation activities as
specifically stated in the contract to sell, which is at a point in time, since there is only one
performance obligation (i.e., developed land) and the Parent Company does not have a right to
demand payment for work performed to date from the buyer (see Notes 21 and 31). The related
revenue has been recognized in 2021 as the performance obligations under the contract to sell has
been performed.

Revenue recognition method and measure of progress


For the revenue from real estate sales in the Philippines, the Group concluded that revenue is to be
recognized over time because: (a) the Group’s performance does not create an asset with an
alternative use and; (b) the Group has an enforceable right for performance completed to date. The
promised property is specifically identified in the contract and the contractual restriction on the
Group’s ability to direct the promised property for another use is substantive. This is because the
property promised to the customer is not interchangeable with other properties without breaching the
contract and without incurring significant costs that otherwise would not have been incurred in
relation to that contract. In addition, under the current legal framework, the customer is contractually
obliged to make payments to the developer up to the performance completed to date. In addition, the
Group requires a certain percentage of buyer's payments of total selling price (buyer's equity), to be
collected as one of the criteria in order to initiate revenue recognition. Reaching this level of
collection is an indication of buyer’s continuing commitment and the probability that economic
benefits will flow to the Group. The Group considers that the initial and continuing investments by
the buyer of about 10% on projects that are under development and construction demonstrate the
buyer’s commitment to pay. For certain inventories that have been fully completed and ready for
occupancy, outright investment of the buyer of about 5% demonstrates the buyer’s commitment to
pay.

224 *SGVFS187718*
The Group has determined that input method used in measuring the progress of the performance
obligation faithfully depicts the Group’s performance in transferring control of real estate
development to the customers.

Principal versus agent considerations


The contract for the mall retail spaces and office spaces leased out by the Group to its lessees includes
the right to charge for the electricity usage, water usage, air conditioning charges and CUSA like
maintenance, janitorial and security services.

For the electricity and water usage, the Group determined that it is acting as an agent for the benefit
of the lessees because the promise of the Group to the lessees is to arrange for the electricity and
water supply to be provided by utility companies. The utility and service companies, and not the
Group, are primarily responsible for the provisioning of the utilities while the Group administers for a
minimal fee, the leased spaces and coordinates with the utility and service companies to ensure that
lessees have access to these utilities.

For the provision of CUSA and air-conditioning of the buildings, the existing lease contract
establishes the Group to act as a principal because it retains the right to direct the service provider of
maintenance, janitorial and security to the leased premises, and air-conditioning, respectively. The
right to the services mentioned never transfers to the lessees and the Group has the discretion to add a
nominal fee to the CUSA and air-conditioning charges.

Revenue and cost recognition


The Group’s real estate sales is recognized overtime and the percentage-of-completion is determined
using input method measured principally based on total actual cost of resources consumed such as
materials, labor hours and actual overhead incurred over the total expected project development cost.
Actual costs also include incurred costs but not yet billed which are estimated by the project
engineers. Expected project development costs include costs of land, land development, building
costs, professional fees, depreciation of equipment directly used in the construction, payments for
permits and licenses. Revisions in estimated development costs brought about by increases in
projected costs in excess of the original budgeted amounts, form part of total project costs on a
prospective basis and is allocated between costs of sales and real estate inventories.

Real estate revenue and cost recognition from Chengdu Project


In July 2018, Chengdu Xin Yao secured the license to sell the condominium units in its residential
development in Chengdu Xin Yao Ban Bian Jie. As of December 31, 2023 and 2022, related revenue
for the sale of its Phase 1 and Phase 2 condominium units have been recognized.

The 2022 and 2021 revenues from the sale of real estate units of Chengdu Xin Yao is accounted for
under the completed contract method (i.e., at a point in time) in the consolidated financial statements.
It is a recognition method that allows that revenue is recognized at the completion of the project.
Under PFRS 15, revenue from property sales is generally recognized when the property is accepted
by the customer, or deemed as accepted according to the contract, whichever is earlier, which is the
point in time when the customer has the ability to direct the use of the property and obtain
substantially all of the remaining benefits of the property.

Definition of default and credit-impaired financial assets


The Group defines a financial instrument as in default, which is fully aligned with the definition of
credit-impaired, when it meets one or more of the following criteria:

Quantitative criteria - for installment contract receivables, the customer receives a notice of
cancellation and does not continue the payments.

Qualitative criteria - the customer meets ‘unlikeliness to pay’ criteria, which indicates the customer is
in significant financial difficulty. These are instances where:

225 *SGVFS187718*
a. The customer is experiencing financial difficulty or is insolvent
b. The customer is in breach of financial covenant(s)
c. An active market for that financial asset has disappeared because of financial difficulties
d. Concessions have been granted by the Group, for economic or contractual reasons relating to the
customer’s financial difficulty
e. It is becoming probable that the customer will enter bankruptcy or other financial reorganization

The criteria above have been applied to the financial instruments held by the Group and are consistent
with the definition of default used for internal credit risk management purposes. The default
definition has been applied consistently to model the Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD) throughout the Group’s expected loss calculation.

Incorporation of forward-looking information


The Group incorporates forward-looking information into both its assessment of whether the credit
risk of an instrument has increased significantly since its initial recognition and its measurement of
ECL.

To do this, the Group considers a range of relevant forward-looking macro-economic assumptions for
the determination of unbiased general industry adjustments and any related specific industry
adjustments that support the calculation of ECLs. Based on the Group’s evaluation and assessment
and after taking into consideration external actual and forecast information, the Group formulates a
‘base case’ view of the future direction of relevant economic variables as well as a representative
range of other possible forecast scenarios. This process involves developing two or more additional
economic scenarios and considering the relative probabilities of each outcome. External information
includes economic data and forecasts published by governmental bodies, monetary authorities and
selected private-sector and academic institutions.
The base case represents a most-likely outcome and is aligned with information used by the Group for
other purposes such as strategic planning and budgeting. The other scenarios represent more
optimistic and more pessimistic outcomes. Periodically, the Group carries out stress testing of more
extreme shocks to calibrate its determination of these other representative scenarios.
The Group has identified and documented key drivers of credit risk and credit losses of each portfolio
of financial instruments and, using an analysis of historical data, has estimated relationships between
macro-economic variables and credit risk and credit losses.

Joint Control
The Parent Company entered into various joint ventures with Shang Properties, Inc., Hong Kong
Land Group, DMCI Project Developers, Inc. and Double Dragon Properties Corp., Tyme Global
Limited, Robinsons Bank Corporation and Robinsons Retail Holdings, Inc. The Parent Company
considers that it has joint control over these arrangements since decisions about the relevant activities
of the joint ventures require unanimous consent of the parties as provided for in the joint venture
agreements and shareholders’ agreements.

Determining whether it is reasonably certain that a renewal and termination option will be
exercised – Group as a lessee
The Group has several lease contracts that include renewal and termination options. The Group
applies judgment in evaluating whether it is reasonably certain to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal or termination. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise (or not to exercise) the option to renew or terminate (e.g., a change in business
strategy).
The Group determines the lease term as the non-cancellable term of the lease, together with any

226 *SGVFS187718*
periods covered by an option to renew the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group did not include the option to renew nor the option to terminate the lease in the lease term
as the Group assessed that it is not reasonably certain that these options will be exercised.

Operating lease commitments - Group as lessor


The Group has entered into commercial, office and industrial property leases on its investment
properties portfolio. Based on an evaluation of the terms and conditions of the arrangements, the
Group has determined that it retains all the significant risks and rewards of ownership of these
properties and accounts for them as operating leases. In determining significant risks and benefits of
ownership, the Group considered, among others, the significance of the lease term as compared with
the EUL of the related asset.
A number of the Group’s operating lease contracts are accounted for as noncancellable operating
leases and the rest are cancellable. In determining whether a lease contract is cancellable or not, the
Group considers, among others, the significance of the penalty, including the economic consequence
to the lessee (see Note 34).
Finance lease commitments - Group as lessor
The Group has entered into property leases on some of its real estate condominium unit property
portfolio. The Group has determined, based on an evaluation of the terms and conditions of the
arrangements, particularly the bargain purchase option and minimum lease payments that the Group
has transferred all the significant risks and rewards of ownership of these properties to the lessee and
accounts for them as finance leases (see Note 34).
Assessment on whether lease concessions granted constitute a lease modification
In line with the rental relief framework implemented by the government to support businesses and the
broader economy due to the impact of COVID-19 pandemic, the Group granted various lease
concessions such as lease payment holidays or lease payment reductions in 2022 and 2021.
The Group applies judgment when assessing whether the rent concessions granted is considered a
lease modification under PFRS 16.
In making this judgment, the Group determines whether the rent concessions granted has changed the
scope of the lease, or the consideration thereof, that was not part of the original terms and conditions
of the lease. The Group assessed that the lease concessions it granted to lessees do not qualify as
lease modifications since the terms and conditions under the corresponding lease contracts have not
been modified by the waiver and therefore, is not a lease modification under PFRS 16.
The rent concessions granted by the Group for the years ended December 31, 2023, 2022, and 2021
amounted to nil, P
=913 million and =
P3,775 million, respectively.
Distinction among real estate inventories, land held for future development and investment properties
The Group determines whether a property will be classified as Real estate inventories, Land held for
future development and Investment properties. In making this judgment, the Group considers
whether the property will be sold in the normal operating cycle (Real estate inventories), whether it
will be retained as part of the Group’s strategic land banking activities for development or sale in the
medium or long-term (Land held for future development) or whether it will be held to earn rentals or
for capital appreciation (Investment properties). For land properties, the Group considers the purpose
for which the land was acquired.

Recognition of deferred tax assets


Deferred tax assets are recognized for all deductible temporary differences to the extent that it is
probable that sufficient taxable income will be available against which the deductible temporary
differences can be utilized. Significant management estimate is required to determine the amount of
deferred tax asset that can be recognized, based upon the likely timing and level of future taxable

227 *SGVFS187718*
income together with future tax planning. Deferred tax assets recognized as of December 31, 2023
and 2022 amounted to =P1,073 million and =P977 million, respectively (see Note 27).

The Group has NOLCO amounting to = P284 million and =


P279 million as of December 31, 2023 and
2022, that is available for offset against taxable income or tax payable which deferred tax asset has
not been recognized. The related deferred tax assets amounted to = P14 million and P
=13 million as of
December 31, 2023 and 2022, respectively (see Note 27).

Contingencies
The Group is currently involved in various legal proceedings in the ordinary course of business. The
estimate of the probable costs for the resolution of these claims has been developed in consultation
with the internal and external counsel handling the defense on these matters and is based upon an
analysis and judgment of potential results by the management. The Group currently does not believe
these proceedings will have a material effect on the Group’s financial position. It is possible, that
future results of operations could be materially affected by changes in the judgment or in the
effectiveness of the strategies relating to these proceedings (see Note 34).

Judgments made in determining taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates applying paragraph 122 of PAS 1, Presentation of Financial Statements
Upon adoption of the Interpretation, the Group has assessed whether it has any uncertain tax position.
The Group applies significant judgment in identifying uncertainties over its income tax treatments.
The Group determined, based on its assessment, in consultation with its tax counsel, that it is
probable that its uncertain income tax treatments (including those for the subsidiaries) will be
accepted by the taxation authorities.

Estimates and Assumptions


The key estimates and assumptions concerning the future and other key sources of estimation
uncertainty at the reporting date that has a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities are discussed below.

Revenue and cost recognition


The Group’s revenue recognition policies require management to make use of estimates and
assumptions that may affect the reported amounts of revenue and costs. The Group’s revenue and
cost from real estate where performance obligation is satisfied over time and recognized based on the
percentage of completion is measured principally on the basis of the estimated completion by
reference to the actual costs incurred to date over the estimated total costs of the project. For the years
ended December 31, 2023, 2022 and 2021, the real estate sales recognized over time amounted to
=8,729 million, P
P =6,728 million and =P5,203 million, respectively, while the related cost of real estate
sales amounted to =P4,406 million, P=3,634 million and = P2,549 million, respectively.

The Group also recognized revenue when control is passed on a certain point in time. The Group’s
revenue and cost of real estate sales were recognized upon transfer of control to the buyer. Real
estate sales pertaining to this transaction amounted to =
P1,111 million, =
P13,377 million and
=13,815 million for the years ended December 31, 2023, 2022 and 2021, respectively. The related
P
cost of sales amounted to P =345 million, =P10,495 million and =
P10,795 million for the years ended
December 31, 2023, 2022 and 2021, respectively.

Fair value of financial instruments


When the fair values of financial assets and financial liabilities recorded or disclosed in the
consolidated statement of financial position 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. Certain financial assets and liabilities were initially recorded at
their fair values by using the discounted cash flow methodology.

228 *SGVFS187718*
Provision for expected credit losses of trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables other than installment
contract receivables. The provision rates are based on days past due for groupings of various
customer segments that have similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information such as inflation and dollar index rates. At every reporting date, the historical observed
default rates are updated and changes in the forward-looking estimates are analyzed.

The Group uses vintage analysis approach to calculate ECLs for installment contract receivables.
The vintage analysis accounts for expected losses by calculating the cumulative loss rates of a given
loan pool. It derives the probability of default from the historical data of a homogenous portfolio that
share the same origination period. The information on the number of defaults during fixed time
intervals of the accounts is utilized to create the PD model. It allows the evaluation of the loan
activity from its origination period until the end of the contract period.

The assessment of the correlation between historical observed default rates, forecast economic
conditions (inflation and interest rates) and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical
credit loss experience and forecast of economic conditions may also not be representative of
customer’s actual default in the future.

The carrying value of trade receivables as of December 31, 2023 and 2022 amounted to
=20,958 million and =
P P17,426 million, respectively (see Note 8). The carrying value of installment
contract receivables as of December 31, 2023 and 2022 amounted to P =15,892 million and
=11,536 million, respectively (see Note 8).
P

229 *SGVFS187718*
Evaluation of net realizable value of real estate inventories
The Group adjusts the cost of its real estate inventories to net realizable value based on its assessment
of the recoverability of the inventories. NRV for completed real estate inventories is assessed with
reference to market conditions and prices existing at the reporting date and is determined by the
Group in light of recent market transactions. NRV in respect of real estate inventories under
construction is assessed with reference to market prices at the reporting date for similar completed
property, less estimated costs to complete construction and less estimated costs to sell. The amount
and timing of recorded expenses for any period would differ if different judgments were made or
different estimates were utilized.

The Group experienced limited selling activities that resulted to lower sales in 2023 and 2022. In
evaluating NRV, recent market conditions and current market prices have been considered
(see Note 9).
As of December 31, 2023 and 2022, the Group’s subdivision land, condominium and residential units
for sale amounted to P
=35,685 million and =
P32,512 million, respectively (see Note 9).
Estimation of useful lives of property and equipment and investment properties
The Group estimates the useful lives of its depreciable property and equipment and investment
properties based on the period over which the assets are expected to be available for use. The EUL of
the said depreciable assets are reviewed at least annually and are updated if expectations differ from
previous estimates due to physical wear and tear and technical or commercial obsolescence on the use
of these assets. 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 above. A reduction in the EUL
of the depreciable property and equipment and investment properties would increase depreciation
expense and decrease noncurrent assets.
The carrying value of depreciable property and equipment as of December 31, 2023 and 2022
amounted to =P13,175 million and =P8,831 million, respectively (see Note 12). The carrying value of
depreciable investment properties as of December 31, 2023 and 2022 amounted to P =61,078 million
and P
=62,513 million, respectively (see Note 11).
Impairment of nonfinancial assets
The Group assesses impairment on its nonfinancial assets (i.e., investment properties, property and
equipment, right-of-use assets, other noncurrent assets and investment in joint ventures) and considers
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;
and
 Significant negative industry or economic trends
An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount of an asset is the higher of its fair value less cost to sell and value in
use. Recoverable amounts are estimated for individual assets or, if it is not possible, for the CGU to
which the asset belongs, while value in use is the present value of estimated future cash flows
expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

230 *SGVFS187718*
In 2022, in view of the improving economy that was severely impacted by the pandemic and the
government’s easing travel and mobility restrictions (both domestic and international), the Group’s
hotels and resorts segment has registered positive growth in its revenues in 2022. The hotel and
resorts properties continue to post significant improvements in revenues and net income from higher
occupancies due to easing of health and travel restrictions, surging leisure demand and increased
guests spending. In addition, many restaurants and food outlets have reopened and operated,
improving the food and beverage revenues of the segment. With a better economic outlook and
market forecast, the segment is expected to continue its recovery. Accordingly, there are no
impairment indicators in 2022 requiring the assessment of the recoverable amount of the property and
equipment and right of use assets as of December 31, 2022.

In 2021, the Group’s hotels and resorts segment were adversely affected by the lower number of
guests and reduced room rates, both of which have significantly impacted the revenues reported for
this segment. Also, many restaurants remain closed or allowed limited operations which impacted the
food and beverage revenues of the segment. Accordingly, the Group estimated the recoverable
amount through value in use. In determining the present value of estimated future cash flows
expected to be generated from the continued use of these assets of the hotels and resorts segment, the
Group was required to make estimates and assumptions that may affect the nonfinancial assets. The
significant assumptions used in the valuation were discount rates of 9.7% with an average growth rate
of 3.0%. The Group also considered in its assumptions the impact of the pandemic on the occupancy
rate, room rates and gross margin which were then not expected to normalize until 2024. No
impairment loss was recognized in 2021.

The carrying values of the Group’s nonfinancial assets as of December 31, 2023 and 2022 are
disclosed below.

2023 2022
Investment properties (Note 11) P
=136,949,074,725 P
=131,122,250,297
Property and equipment (Note 12) 17,101,420,112 15,693,982,344
Investments in joint venture (Note 31) 6,324,586,527 2,804,874,254
Right-of-use assets (Note 34) 1,367,642,922 1,427,441,661
Other noncurrent assets* (Note 13) 3,293,224,783 4,389,116,017
P
=165,035,949,069 P
=155,437,664,573
*Excluding utility deposits and financial assets at FVOCI

Pension cost
The determination of the obligation and cost of pension benefits is dependent on the selection of
certain assumptions used in calculating such amounts. Those assumptions include, among others,
discount rates and salary increase rates (see Note 30). The cost of defined benefit pension plan and
the present value of the pension liabilities are determined using actuarial valuations. Due to the
complexity of the valuation, the underlying assumptions and its long-term nature, defined benefit
liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date.

In determining the appropriate discount rate, management considers the interest rates of government
bonds that are denominated in the currency in which the benefits will be paid, with extrapolated
maturities corresponding to the expected duration of the defined benefit liability. Future salary
increases are based on expected future inflation rates and other relevant factors. The present value of
the defined benefit obligation is determined by discounting the estimated future cash outflows using
interest rates of Philippine government bonds with terms consistent with the expected employee
benefit payout as of reporting date.

As of December 31, 2023 and 2022, the Group’s net pension liabilities amounted to P
=752 million and
=556 million, respectively (see Note 30).
P

231 *SGVFS187718*
Leases - Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the
Group would have to pay to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires
estimation when no observable rates are available (such as for subsidiaries that do not enter into
financing transactions) or when they need to be adjusted to reflect the terms and conditions of the
lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates
the IBR using observable inputs (such as market interest rates) when available and is required to
make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).

The Group’s lease liabilities amounted to P


=2,563 million and =
P2,501 million as of December 31, 2023
and 2022, respectively (see Note 34).

6. Operating Segments

Business Segments
The business segment is determined as the primary segment reporting format as the Group’s risks and
rates of return are affected predominantly by each operating segment.

Management monitors the operating results of its operating segments separately for the purpose of
making decisions about resource allocation and performance assessment. Group financing (including
interest income and interest expense) and income taxes are managed on a group basis and are not
allocated to operating segments. The Group evaluates performance based on earnings before interest,
income tax, depreciation and other income (losses) (EBITDA).

The financial information on the operations of these business segments as shown below are based on
the measurement principles that are similar with those used in measuring the assets, liabilities, income
and expenses in the consolidated financial statements which is in accordance with PFRSs except for
EBITDA.

Cost and expenses exclude interest, taxes and depreciation.

The Group derives its revenue from the following reportable units:

Robinsons Malls - develops, leases and manages lifestyle centers all over the Philippines.
Residential Division - develops and sells residential condominium units, as well as horizontal
residential projects in the Philippines.
Robinsons Offices - develops and leases out office spaces.
Robinsons Hotels and Resorts - owns and operates a chain of hotels in various locations in the
Philippines.

232 *SGVFS187718*
Robinsons Logistics and Industrial Facilities - develops and leases out warehouse and logistics
facilities.
Robinsons Destination Estates - focuses on strategic land bank acquisition and management,
exploration of real estate-related infrastructure projects.
Chengdu Xin Yao (CDXY) - develops and sells real estate projects in China.

233 *SGVFS187718*
The financial information about the operations of these business segments is summarized as follows:

2023
Robinsons Robinsons Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Destination Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Estates Chengdu Xin Yao Adjustments Consolidated
Revenue
Segment revenue:
Revenues from contracts = 781,793,106
P = 8,728,656,362
P =–
P = 4,563,167,683
P =–
P = 1,090,578,160
P = 20,453,271
P =–
P =
P15,184,648,582
with customers
Rental income 11,824,120,518 131,309,765 5,978,499,000 – 683,243,958 72,780,101 – – 18,689,953,342
Other income 3,601,312,802 3,151,493,481 1,386,453,481 – 3,802,736 343,410 168,597 – 8,143,574,507
Intersegment revenue 43,018,819 – 476,242,189 3,211,245 4,444,574 26,513,880 – (553,430,707) –
Total Revenue 16,250,245,245 12,011,459,608 7,841,194,670 4,566,378,928 691,491,268 1,190,215,551 20,621,868 (553,430,707) 42,018,176,431
Costs and expenses
Segment costs and expenses 6,922,394,911 7,286,786,650 982,858,819 3,445,948,741 52,438,700 494,667,768 12,085,710 – 19,197,181,299
Intersegment costs and
expenses – 43,018,819 502,756,069 3,211,245 4,444,574 – – (553,430,707) –
Total Costs and expenses 6,922,394,911 7,329,805,469 1,485,614,888 3,449,159,986 56,883,274 494,667,768 12,085,710 (553,430,707) 19,197,181,299
Earnings before interest, taxes and
depreciation 9,327,850,334 4,681,654,139 6,355,579,782 1,117,218,942 634,607,994 695,547,783 8,536,158 – 22,820,995,132
Depreciation and amortization (Note 26) 3,434,455,925 94,784,893 1,119,779,474 682,419,105 149,854,605 3,869,399 84,652 – 5,485,248,053
Operating income = 5,893,394,409
P = 4,586,869,246
P = 5,235,800,308
P = 434,799,837
P = 484,753,389
P = 691,678,384
P = 8,451,506
P =–
P =
P17,335,747,079
Assets and Liabilities
Segment assets = 82,553,483,528
P P
= 55,407,694,604 P
= 38,062,993,835 =
P23,454,519,970 P7,525,917,385
= P
= 28,047,184,610 = 637,880,946
P =– P
P = 235,689,674,878
Investment in subsidiaries - at cost 419,012,636 5,000,000 44,592,727,671 25,500,000 4,000,000,000 895,500,000 – (49,937,740,307) –
Total segment assets 82,972,496,164 P
= 55,412,694,604 P
= 82,655,721,506 P
= 23,480,019,970 P
= 11,525,917,385 P
= 28,942,684,610 = 637,880,946
P (P
= 49,937,740,307) P
= 235,689,674,878
Total segment liabilities = 72,537,768,307
P P
= 12,752,828,600 = 5,779,844,604
P = 1,405,057,757
P = 805,733,491
P = 767,024,037
P = 166,608,715
P =–
P =
P94,214,865,511
Other segment information:
Capital additions
(Notes 11 and 12) =
P11,969,837,192
Additions to subdivision land,
condominium and residential units
for sale (Note 9) = 6,803,060,003
P

234 *SGVFS187718*
2023
Robinsons Robinsons Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Destination Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Estates Chengdu Xin Yao Adjustments Consolidated
Cash flows from:
Operating activities = 10,790,760,354
P (P
= 3,564,891,241) P7,618,526,619
= P1,213,514,351
= P 536,430,775
= (P
= 206,577,085) (P
= 409,870,952) P–
= =
P15,977,892,821
Investing activities (4,914,740,100) 84,599,235 (2,890,091,902) (1,802,798,078) (796,553,748) (1,518,889,928) 354,412 – (11,838,120,109)
Financing activities (5,107,347,869) (1,014,787) (1,421,986,919) (141,444,704) (20,334,507) 820,178 (2,080,025) – (6,693,388,633)

2022
Robinsons Integrated Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Developments Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Division Chengdu Xin Yao Adjustments Consolidated
Revenue
Segment revenue:
Revenues from contracts
with customers =437,265,093
P =6,727,669,613
P =–
P =2,328,046,518
P =–
P =606,449,342
P =12,770,420,041
P =–
P =22,869,850,607
P
Rental income 9,227,553,476 99,624,500 5,778,060,498 – 554,563,728 38,657,268 – – 15,698,459,470
Other income 3,367,360,591 2,273,426,727 1,286,634,922 – 143,290 409,254 6,704,093 – 6,934,678,877
Intersegment revenue 38,572,525 – 454,622,960 2,131,232 – 26,513,880 – (521,840,597) –
Total Revenue 13,070,751,685 9,100,720,840 7,519,318,380 2,330,177,750 554,707,018 672,029,744 12,777,124,134 (521,840,597) 45,502,988,954
Costs and expenses
Segment costs and expenses 6,447,131,116 5,589,552,818 861,646,385 2,051,118,647 75,326,650 253,802,153 10,874,836,989 – 26,153,414,758
Intersegment costs and expenses 10,522 38,583,389 481,137,955 2,108,731 – – – (521,840,597) –
Total Costs and expenses 6,447,141,638 5,628,136,207 1,342,784,340 2,053,227,378 75,326,650 253,802,153 10,874,836,989 (521,840,597) 26,153,414,758
Earnings before interest, taxes and
depreciation 6,623,610,047 3,472,584,633 6,176,534,040 276,950,372 479,380,368 418,227,591 1,902,287,145 – 19,349,574,196
Depreciation and amortization (Note 26) 3,567,642,146 100,479,736 934,122,057 502,334,493 128,154,851 4,205,941 236,937 – 5,237,176,161
Operating income =3,055,967,901
P =3,372,104,897
P =5,242,411,983
P (P
=225,384,121) =351,225,517
P =414,021,650
P =1,902,050,208
P =–
P =14,112,398,035
P
Assets and Liabilities
Segment assets =84,527,249,065
P =46,026,349,452
P =35,804,066,381
P =21,109,683,707
P =6,677,745,819
P =26,597,904,897
P =2,693,196,391
P =– =
P P223,436,195,712
Investment in subsidiaries - at cost 419,012,634 5,000,000 44,592,727,673 25,500,000 500,000,000 895,500,000 – (46,437,740,307) –
Total segment assets =84,946,261,699
P P
=46,031,349,452 P
=80,396,794,054 P
=21,135,183,707 =7,177,745,819
P P
=27,493,404,897 =2,693,196,391
P (P
=46,437,740,307) P
=223,436,195,712
Total segment liabilities =68,705,601,952
P =10,890,324,158
P =4,647,509,417
P =1,229,842,716
P =390,828,239
P =1,476,003,598
P =648,959,746
P =–
P =87,989,069,826
P
Other segment information
Capital expenditures
(Notes 10 and 11) =16,532,649,274
P
Additions to subdivision
land, condominium and residential
units for sale (Note 8) =8,721,292,261
P

235 *SGVFS187718*
2022
Robinsons Integrated Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Developments Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Division Chengdu Xin Yao Adjustments Consolidated
Cash flows from:
Operating activities P8,821,720,405
= (P
=1,126,491,502) P5,705,103,154
= =537,174,546
P P274,447,430
= (P
=2,159,921,386) (P
=241,654,164) =−
P P11,810,378,483
=
Investing activities (6,141,575,582) (953,256,247) (3,168,700,542) (6,748,388,213) (742,784,305) (1,097,949,005) (363,045) − (18,853,016,939)
Financing activities (1,910,536,668) 1,793,596 (1,428,562,825) (2,314,002) 11,357,565 (598,784) (275,030) − (3,329,136,148)

2021
Robinsons Integrated Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Developments Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Division Chengdu Xin Yao Adjustments Consolidated
Revenue
Segment revenue:
Revenues from contracts
with customers =3,389,267
P =5,202,951,110
P =–
P =1,202,075,617
P =–
P =2,932,847,441
P =10,882,315,856
P =–
P =20,223,579,291
P
Rental income 5,337,190,146 67,895,943 5,263,491,006 – 353,647,710 34,092,732 – – 11,056,317,537
Other income 2,912,304,661 1,068,166,532 1,221,931,552 – – 156,499 56,961,508 – 5,259,520,752
Intersegment revenue 37,937,491 – 192,463,497 3,349,890 – – – (233,750,878) –
Total Revenue 8,290,821,565 6,339,013,585 6,677,886,055 1,205,425,507 353,647,710 2,967,096,672 10,939,277,364 (233,750,878) 36,539,417,580
Costs and expenses
Segment costs and expenses 4,388,489,672 4,064,750,345 823,921,497 956,376,593 29,914,428 1,415,195,049 9,899,993,418 – 21,578,641,002
Intersegment costs and expenses 750,823 38,067,848 187,668,621 6,872,755 – 390,831 – (233,750,878) –
Total Costs and expenses 4,389,240,495 4,102,818,193 1,011,590,118 963,249,348 29,914,428 1,415,585,880 9,899,993,418 (233,750,878) 21,578,641,002
Earnings before interest, taxes and
depreciation 3,901,581,070 2,236,195,392 5,666,295,937 242,176,159 323,733,282 1,551,510,792 1,039,283,946 – 14,960,776,578
Depreciation and amortization (Note 26) 3,673,939,814 138,356,366 934,480,849 418,165,445 74,437,392 7,273,501 314,657 – 5,246,968,024
Operating income =227,641,256
P =2,097,839,026
P =4,731,815,088
P (P
=175,989,286) =249,295,890
P =1,544,237,291
P =1,038,969,289
P =–
P =9,713,808,554
P
Assets and Liabilities
Segment assets =93,133,168,230
P =41,412,393,871
P =33,483,496,506
P =10,516,310,845
P =5,741,974,680
P =26,097,879,557
P =17,564,715,333
P =–
P P
=227,949,939,022
Investment in subsidiaries - at cost 1,468,599,829 – 38,695,727,671 25,500,000 500,000,000 794,000,000 – (41,483,827,500) –
Total segment assets =94,601,768,059
P =41,412,393,871
P =72,179,224,177
P =10,541,810,845
P =6,241,974,680
P =26,891,879,557
P =17,564,715,333
P (P
=41,483,827,500) =227,949,939,022
P
Total segment liabilities =61,402,702,230
P =11,052,352,132
P =4,519,296,986
P =954,867,452
P =367,754,388
P =5,119,157,887
P =14,183,843,924
P =–
P =97,599,974,999
P
Other segment information
Capital expenditures
(Notes 10 and 11) P
=17,999,501,395
Additions to subdivision
land, condominium and residential
units for sale (Note 8) =9,314,493,631
P

236 *SGVFS187718*
2021
Robinsons Integrated Intersegment
Robinsons Residential Robinsons Robinsons Logistics and Developments Eliminating
Malls Division Offices Hotels and Resorts Industrial Facilities Division Chengdu Xin Yao Adjustments Consolidated
Cash flows from:
Operating activities P4,531,404,754
= P1,940,846,835
= P4,493,291,683
= P230,077,824
= P291,744,738
= P1,633,466,291
= (P
=28,773,457) =−
P P13,092,058,668
=
Investing activities (8,405,125,849) (2,079,657,129) (4,479,040,130) (982,499,735) (620,013,103) (4,105,768,277) 25,976,061 − (20,646,128,162)
Financing activities (10,360,031,583) 217,810,367 22,365,835,776 (7,168,056) (16,357,567) - (504,443) − 12,199,584,494

237 *SGVFS187718*
The revenue of the Group consists of sales to domestic customers and sale to residential buyers of
CDXY in China.

Inter-segment revenue accounted for under PFRS arising from lease arrangements amounting to
=553 million, =
P P522 million and =P234 million for the years ended December 31, 2023, 2022 and 2021,
respectively, are eliminated in consolidation. The Group generally account for inter-segment sales
and transfers on an arm’s length prices or at current market prices.

The carrying amount of assets located outside the Philippines amounted to =


P637 million and
=2,693 million as of December 31, 2023 and 2022, respectively.
P

No operating segments have been aggregated to form the above reportable segments. Capital
additions consist of additions to “Investment property” and “Property and equipment”.

Significant customers in lease arrangements includes the affiliated entities (see Note 20). Rental
income arising from the lease of commercial properties to affiliated companies which are not
part of the Group and therefore not eliminated amounted to =P3,329 million, P =3,327 million and
=2,407 million for the years ended December 31, 2023, 2022 and 2021, respectively.
P

For the years ended December 31, 2023, 2022 and 2021, there are no revenue transactions with a
single external customer which accounted for 10% or more of the consolidated revenue from external
customers. The main revenues of the Group are substantially earned from the Philippines and China.

The following table shows a reconciliation of the total EBITDA to total income before income tax:

December 31
2023 2022 2021
EBITDA P
=22,820,995,132 =19,349,574,196
P =14,960,776,578
P
Depreciation and amortization
(Notes 22 and 26) (5,485,248,053) (5,237,176,161) (5,246,968,024)
Other losses - net (2,114,221,170) (1,053,211,296) (1,233,614,820)
Income before income tax P
=15,221,525,909 =13,059,186,739
P =8,480,193,734
P

7. Cash and Cash Equivalents

This account consists of:

2023 2022
Cash on hand and in banks P
=3,920,198,659 =6,252,030,579
P
Short-term investments (Notes 16 and 20) 1,804,184,600 2,025,968,601
P
=5,724,383,259 =8,277,999,180
P

Cash in banks earn annual interest at the prevailing bank deposit rates. Short-term investments are
invested for varying periods of up to three (3) months and earn interest at the prevailing short-term
investment rates ranging from 2.00% to 6.00%, 3.30% to 3.70% and 0.13% to 0.63% for the years
ended December 31, 2023, 2022 and 2021, respectively.

238 *SGVFS187718*
Cash in bank accounts in US dollars earn interest at a range of 0.10% to 0.13% for the years ended
December 31, 2023, 2022 and 2021.

Interest earned from cash in banks and short-term investments for the years ended
December 31, 2023, 2022 and 2021 amounted to = P157 million, =
P133 million and =P167 million,
respectively (see Note 25).

The cash and cash equivalents as of December 31, 2023 and 2022 are available to meet the
immediate cash requirements of the Group (see Note 10).

8. Receivables

This account consists of:

2023 2022
Trade
Installment contract receivables - at amortized cost =15,681,763,730
P =11,126,844,928
P
Installment contract receivables - at FVOCI 210,481,622 409,215,959
Rental receivables (Note 20) 2,965,651,031 4,437,760,075
Accrued rent receivables 1,696,529,872 1,276,952,876
Hotel operations 403,186,749 174,932,953
20,957,613,004 17,425,706,791
Affiliated companies (Note 20) 2,236,975,060 2,899,355,004
Others
Receivable from insurance 113,319,240 346,821,165
Receivable from condominium corporations 386,090,794 316,087,329
Advances to officers and employees 156,577,919 196,305,784
Others 537,594,334 481,497,026
24,388,170,351 21,665,773,099
Less allowance for impairment losses 212,927,700 212,927,700
24,175,242,651 21,452,845,399
Less noncurrent portion 7,353,762,589 6,388,500,204
=
P16,821,480,062 =15,064,345,195
P

Installment contract receivables consist of accounts collectible in monthly installments over a period
of one (1) to ten (10) years. These are carried at amortized cost, except for receivables from
lease-to-own arrangements which are carried at FVOCI. The title of the real estate property, which is
the subject of the installment contract receivable due beyond 12 months, passes to the buyer once the
receivable is fully paid.

Rental receivables from affiliated companies included under ‘Rental receivables’ amounted to
=118 million and P
P =281 million as of December 31, 2023 and 2022, respectively (see Note 20).

Accrued rent receivables represent the portion of the lease as a consequence of recognizing income on
a straight-line basis. As of December 31, 2023 and 2022, the noncurrent portion of accrued rent
receivable amounted to = P1,683 million and =
P1,263 million, respectively.

Receivables from hotel operations pertain to unpaid customer billings for charges from room
accommodations, sale of food and beverage and other ancillary services. These are normally
collectible within 30 to 90 days.

239 *SGVFS187718*
Receivables from affiliated companies represent advances made by the Parent Company in
accordance with joint venture agreements (see Note 20).

Receivable from insurance consists of claims made by the Group for losses related to its damaged
investment properties. In 2023, the Group received =
P411 million from these insurance claims.

Receivables from condominium corporations pertain mostly to reimbursements for utilities paid by
the Parent Company.

The receivables from officers and employees are advances related to conduct of business activities
subject to liquidation and for personal loans which are collected through salary deduction.

Other receivables consist primarily of advances to brokers, interest receivable and advances to SSS.

Breakdown of the allowance for impairment losses on trade receivables as of December 31, 2023 and
2022 follows:

Hotels
Rental Operations Installment Contracts Total
P
=190,148,722 P
=3,778,978 P
=19,000,000 P
=212,927,700

Aging Analysis
The aging analysis of the Group’s receivables follows:
December 31, 2023
Neither Past Due But Not Impaired Past
Past Due Less than Due and
Total nor Impaired 30 days 30 to 60 days 61 to 90 days Over 90 days Impaired
Trade receivables
Installment contract
receivables - at
amortized cost = 15,681,763,730 P
P = 14,315,367,283 = 208,708,642
P = 209,241,013
P = 77,316,099
P = 852,130,693
P = 19,000,000
P
Installment contract
receivables - at
FVOCI 210,481,622 198,820,940 1,452,323 820,878 357,819 9,029,662
Rental receivables
(Note 20) 2,965,651,031 1,742,314,033 232,448,622 183,355,132 175,099,696 442,284,826 190,148,722
Accrued rent −
receivables 1,696,529,872 1,696,529,872 − −
Hotel operations 403,186,749 196,805,352 45,284,427 28,571,975 15,792,819 112,953,198 3,778,978
Affiliated companies
(Note 20) 2,236,975,060 2,236,975,060 − − − − −
Others 1,193,582,287 1,193,582,287 − − − − −
= 24,388,170,351 P
P = 21,580,394,827 = 487,894,014
P = 421,988,998
P = 268,566,433
P P
= 1,416,398,379 = 212,927,700
P

December 31, 2022


Neither Past Due But Not Impaired Past
Past Due Less than Due and
Total nor Impaired 30 days 30 to 60 days 61 to 90 days Over 90 days Impaired
Trade receivables
Installment contract
receivables - at
amortized cost =11,126,844,928
P =9,889,066,284
P =183,603,050
P =55,052,444
P =513,206,049
P =466,917,101
P =19,000,000
P
Installment contract
receivables - at
FVOCI 409,215,959 386,545,395 2,823,590 1,595,942 695,667 17,555,365 −
Rental receivables
(Note 20) 4,437,760,075 903,083,044 433,335,137 199,861,214 169,163,030 2,542,168,928 190,148,722
Accrued rent
receivables 1,276,952,876 1,276,952,876 − − − − −
Hotel operations 174,932,953 31,714,942 85,032,028 16,795,022 8,339,489 29,272,494 3,778,978
Affiliated companies
(Note 20) 2,899,355,004 2,899,355,004 − − − − −
Others 1,340,711,304 1,340,711,304 − − − − −
=21,665,773,099 P
P =16,727,428,849 =704,793,805
P =273,304,622
P =691,404,235
P =3,055,913,888
P =212,927,700
P
A summary of the movements in the installment contract receivables - at FVOCI of the Group is as
follows:
2023 2022

240 *SGVFS187718*
Beginning balance P
=409,215,959 =459,685,079
P
Collections (195,536,068) (71,468,767)
Fair value adjustment - other comprehensive income (3,198,269) 20,999,647
Ending balance P
=210,481,622 =409,215,959
P

The changes in the fair value of the installment contract receivables at FVOCI (net of tax) in 2023,
2022 and 2021 amounted to = P2.4 million, =P16 million and =
P50 million, respectively.

As of December 31, 2023 and 2022, nominal amounts of trade receivables from residential totaling
=15,682 million and =
P P11,127 million, respectively, were recorded initially at fair value. The fair
values of the receivables were obtained by discounting future cash flows using the applicable rates of
similar types of instruments.

Movements in the unamortized discount of the Group’s installment contracts receivables as of


December 31, 2023 and 2022 follow:
2023 2022
Balance at beginning of year P
=475,468,734 =485,334,192
P
Additions net of cancellations 443,942,819 512,779,106
Accretion for the year (Note 21) (563,259,860) (522,644,564)
Balance at end of year P
=356,151,693 =475,468,734
P

9. Subdivision Land, Condominium and Residential Units for Sale

This account consists of:


2023 2022
Land and condominium units P
=18,254,367,348 =
P15,956,858,765
Land use right and development cost 353,368,437 374,111,344
Residential units and subdivision land 2,031,832,662 1,921,642,512
Land held for development 15,044,996,873 14,258,993,850
P
=35,684,565,320 P
=32,511,606,471

The subdivision land, condominium and residential units for sale are carried at cost.

A summary of the movement in inventory is set out below:


2023 2022
Beginning balance P
=32,511,606,471 =
P37,679,441,733
Construction and development costs incurred 6,017,056,980 5,176,823,883
Land acquisition 786,003,023 3,544,468,378
Transfers from (to)
Investment properties (Note 11) − −
Other current assets (Note 10) 783,487,674 97,718,250
Unrealized land costs (Note 20) 337,791,958 142,177,145
Cost of real estate sales (Note 22) (4,751,380,786) (14,129,022,918)
P
=35,684,565,320 P =32,511,606,471

Unrealized land costs pertain to the Parent Company’s share in the cost of real estate sold to joint
ventures, namely, Shang Robinsons Properties, Inc. (SRPI), RLC DMCI Property Ventures, Inc. (RLC
DMCI) and RHK Land Corporation (RHK Land) (see Note 20).

The amount of subdivision land, condominium and residential units for sale recognized as cost of real
estate sales in the consolidated statements of comprehensive income amounted to =
P4,751 million,

241 *SGVFS187718*
P14,129 million and =
= P13,344 million for the years ended December 31, 2023, 2022 and 2021,
respectively (see Note 22).

On October 20, 2015, the Chinese government awarded the Contract of Assignment of the Rights to
the Use of State-Owned Land (the Contract) to the Group. In May 2016, the Masterplan had been
completed and was submitted for approval to the Chinese government in the same month. The
Chinese government approved the Masterplan in the first quarter of 2017 and construction activities
has commenced (recognized as land use right and development cost).

Under the Contract, the Group is entitled to transfer, lease, mortgage all or part of the state-owned
construction land use right to a third party. Upon receipt of the Certificate of State-owned Land Use
Right Assignment, the land title will be subdivided into Individual Property Titles which will be
issued to unit owners one year after completion of the development and turn-over of the units to the
buyers. When all or part of the state-owned construction land use right is transferred, through sale of
commercial units and high-rise condominium units to buyers, the rights and obligations specified in
the Contract and in the land registration documents shall be transferred accordingly to the buyer. The
use term will be the remaining years as of the date of transfer based on the original use term specified
in the Contract.
When the use term under the Contract expires (residential: 70 years and commercial: 40 years) and
the land user continues using the assigned land under the Contract, an application for renewal shall be
submitted to the Chinese government not less than one (1) year prior to the expiration of the use term.
Land held for development includes the acquisition cost of a prime property that is previously
reported under residential units and subdivision land. The acquisition cost amounted to
=9,127 million as of December 31, 2021.
P
No subdivision land, condominium and residential units for sale are pledged as security to liabilities
as of December 31, 2023 and 2022.
The related commitments on subdivision land, condominium and residential units for sale are
disclosed in Note 34.

10. Other Current Assets

This account consists of:

2023 2022
Advances to suppliers and contractors P
=1,671,669,309 =1,505,665,519
P
Prepaid expenses (Note 23) 899,900,004 1,052,252,379
Input VAT - net 768,668,636 633,740,496
Restricted cash 63,148,423 434,299,396
Supplies 104,754,458 110,433,781
Advances to lot owners 667,426,744 1,159,147,175
P
=4,175,567,574 =4,895,538,746
P

Advances to suppliers and contractors consist of advance payment for the construction of residential
projects. These are recouped from billings which are expected to occur in a short period of time.
Prepaid expenses consist mainly of prepayments for taxes and insurance and cost to obtain contract in
relation to the Group’s real estate sales. The cost to obtain contracts which include prepaid
commissions and advances to brokers/agents amounted to = P256 million and =P482 million as of
December 31, 2023 and 2022, respectively.
Input VAT - net can be applied against future output VAT.

242 *SGVFS187718*
Restricted cash includes the deposits in local banks for the purchase of land.
Supplies consist mainly of office and maintenance materials.
Advances to lot owners consist of advance payments to landowners which shall be applied against the
acquisition cost of the real estate properties.
Utility deposits consist primarily of bid bonds and meter deposits.
Others consists of advances and reserve funds.

11. Investment Properties

A summary of the movement in the investment properties is set out below:

December 31, 2023


Land Held for
Future Land Buildings and Construction
Development Land Improvements Improvements In Progress Total
Cost
Balances at January 1, 2023 = 21,000,922,667
P = 31,997,976,856
P = 478,680,251 P
P = 109,895,464,575 = 15,609,876,833 P
P = 178,982,921,182
Additions 450,795,333 863,840,788 7,038,256 1,416,366,701 7,064,858,613 9,802,899,691
Reclassification and transfers - net
(Notes 9 and 12) (97,446,819) 1,091,856,257 1,690,731,217 (2,111,440,530) 573,700,125
Balances at December 31, 2023 21,354,271,181 33,953,673,901 485,718,507 113,002,562,493 20,563,294,916 189,359,520,998
Accumulated Depreciation
Balances at January 1, 2023 – – 256,513,452 47,604,157,433 – 47,860,670,885
Depreciation (Notes 22 and 24) – – 33,623,379 4,516,152,009 – 4,549,775,388
Balances at December 31, 2023 – – 290,136,831 52,120,309,442 – 52,410,446,271
Net Book Value = 21,354,271,181
P = 33,953,673,901
P = 195,581,676
P P
= 60,882,253,051 =
P20,563,294,916 P
= 136,949,074,725

December 31, 2022


Land Held for
Future Land Buildings and Construction
Development Land Improvements Improvements In Progress Total
Cost
Balances at January 1, 2022 =28,302,991,865
P =18,042,486,420
P =464,968,467 =
P P104,599,289,174 =18,199,335,815 =
P P169,609,071,741
Additions 4,595,862,441 332,776,611 13,088,463 1,444,108,746 6,247,340,674 12,633,176,935
Retirements / disposal – – (2,180,250) -1,145,483,648 – (1,147,663,898)
Reclassification and transfers - net
(Notes 9 and 12) (11,897,931,639) 13,622,713,825 2,803,571 4,997,550,303 (8,836,799,656) (2,111,663,596)
Balances at December 31, 2022 21,000,922,667 31,997,976,856 478,680,251 109,895,464,575 15,609,876,833 178,982,921,182
Accumulated Depreciation
Balances at January 1, 2022 – – 233,961,454 44,436,056,412 – 44,670,017,866
Depreciation (Notes 22 and 24) – – 23,932,427 4,314,384,490 – 4,338,316,917
Retirements / disposal – – (1,380,429) (1,146,283,469) – (1,147,663,898)
Balances at December 31, 2022 – – 256,513,452 47,604,157,433 – 47,860,670,885
Net Book Value =21,000,922,667
P =31,997,976,856
P =222,166,799
P =62,291,307,142
P =15,609,876,833 P
P =131,122,250,297

243 *SGVFS187718*
Investment properties consist mainly of lifestyle centers, office buildings and industrial facilities that
are held to earn rentals. Land held for future development pertains to land held for capital
appreciation and land banking activities for development. Land pertains to land where offices, malls
and hotels are situated. Building and improvements pertains to offices and malls for leasing.

The construction in progress reclassified to their respective asset accounts in 2023 and 2022
amounted to = P2,111 million and =P8,837 million, respectively. The reclassifications in 2023 represent
commercial, office buildings, and logistic facilities in Iloilo, Bacolod, Calamba, and Cebu. The
reclassifications in 2022 represent commercial, office buildings, and logistic facilities in Gapan,
Iloilo, Ilocos, Cebu, Ilocos, Antipolo and Pampanga. The remaining construction in progress
represents new and expansion projects in various cities in Metro Manila and other parts of Luzon and
Visayas regions. These normally take three (3) to five (5) years to construct until completion.

The Group also reclassified investment properties to property and equipment amounting to
=550 million and P
P =3,930 million in 2023 and 2022, respectively (see Notes 12 and 35).

Depreciation expense charged to operations amounted to P


=4,550 million, =
P4,338 million and
=4,467 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Notes 22
P
and 26).

Borrowing costs capitalized amounted to =P651 million, =P645 million and = P758 million for the years
ended December 31, 2023, 2022 and 2021, respectively. These amounts were included in the
consolidated statements of cash flows under additions to investment properties. The capitalization
rates used to determine the amount of borrowing costs eligible for capitalization for the years ended
December 31, 2023, 2022 and 2021 are 4.74%, 4.05% and 4.59%, respectively (see Note 16).

The aggregate fair value of the Group’s investment properties as of December 31, 2023 and 2022
amounted to =P418.2 billion and =
P380.1 billion, respectively. The fair values of the investment
properties were determined by independent professionally qualified appraisers and exceed its carrying
cost.

The following table provides the fair value hierarchy of the Group’s investment properties as of
December 31:
Fair value measurement using
Quoted
prices Significant Significant
in active observable unobservable
markets inputs inputs
Date of Valuation Total (Level 1) (Level 2) (Level 3)
2023
Investment properties Various = 418,248,402,391
P =–
P =– P
P = 418,248,402,391
2022
Investment properties Various =380,084,439,164
P =–
P =– P
P =380,084,439,164

The fair values of the land held for future development were measured through market data approach
which provides an indication of value by comparing the subject asset with an identical or similar
assets for which price information is available. This approach was used for the land as it is
commonly used in the property market since inputs and data for this approach are available.

The fair values of the buildings (retail, office and warehouses) were measured through income
approach using the discounted cash flow analysis. This approach converts anticipated future gains to
present worth by projecting reasonable income and expenses for the subject property.

The construction in progress were measured at cost until such time the fair value becomes reliably
measurable or construction is completed (whichever comes earlier).

244 *SGVFS187718*
The significant assumptions used in the valuation are discount rates of 12% and capitalization rates of
6.70% to 7.20%. The significant unobservable inputs to valuation of investment properties ranges
from P
=750 to P=400,000 per sqm.

Acquisition costs of investment properties that are recent and for land banking purposes approximate
fair values. There are little or nil developments on these properties.

In 2023, the addition includes acquired properties for development in Tuguegarao. In 2022, the
additions to land held for future development include acquisition of a prime property that is intended
for development for commercial leasing amounting to = P3,000 million.

Rental income derived from investment properties amounted to P


=18,690 million, =
P15,698 million and
=11,056 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Note 21).
P

Property operations and maintenance costs arising from investment properties amounted to
=616 million, =
P P646 million and =
P701 million for the years ended December 31, 2023, 2022 and 2021,
respectively (see Note 22).

There are no investment properties as of December 31, 2023 and 2022 that are pledged as security to
liabilities. The Group has no restrictions on the realizability of its investment properties. Except for
contracts awarded, there are no contractual obligations to purchase, construct or develop investment
properties or for repairs, maintenance and enhancements.

The total contractual commitments arising from awarded contracts for the acquisition, development
and construction of investment properties amounted to P
=3,110 million and =
P8,538 million as of
December 31, 2023 and 2022, respectively (see Note 34).

12. Property and Equipment

This account consists of:

December 31, 2023


Theater
Land Buildings and Furniture and Construction
Improvements Improvements Equipment Other Equipment in Progress Total
Cost
Balances at January 1, 2023 = 51,042,999 =
P P11,392,348,908 = 1,236,263,555
P = 5,795,980,092
P = 6,862,770,413 =
P P25,338,405,967
Additions – 687,419,179 30,859,726 575,696,459 872,962,137 2,166,937,501
Retirement/disposal – – – (14,425,228) – (14,425,228)
Reclassifications (Note 11) – 3,636,595,477 – 289,178,160 (3,809,599,445) 116,174,192
Balances at December 31, 2023 51,042,999 15,716,363,564 1,267,123,281 6,646,429,483 3,926,133,105 27,607,092,432
Accumulated Depreciation
Balances at January 1, 2023 29,901,739 3,272,626,994 1,132,319,683 5,209,575,207 – 9,644,423,623
Depreciation (Notes 22 and 24) 4,615,047 439,878,703 28,708,084 402,472,091 – 875,673,925
Retirement/disposal – – – (14,425,228) – (14,425,228)
Balances at December 31, 2023 34,516,786 3,712,505,697 1,161,027,767 5,597,622,070 – 10,505,672,320
Net Book Value = 16,526,213 P
P = 12,003,857,867 = 106,095,514
P P
= 1,048,807,413 P
= 3,926,133,105 P
= 17,101,420,112

245 *SGVFS187718*
December 31, 2022
Theater
Land Buildings and Furniture and Construction
Improvements Improvements Equipment Other Equipment in Progress Total
Cost
Balances at January 1, 2022 =50,792,999
P =7,722,487,666
P =1,236,263,555
P =5,451,624,930
P P3,118,444,583 =
= P17,579,613,733
Additions 250,000 858,279,581 – 343,634,261 2,697,308,497 3,899,472,339
Retirement/disposal ‒ ‒ ‒ (70,589,644) ‒ (70,589,644)
Reclassifications (Note 11) – 2,811,581,661 – 71,310,545 1,047,017,333 3,929,909,539
Balances at December 31, 2022 51,042,999 11,392,348,908 1,236,263,555 5,795,980,092 6,862,770,413 25,338,405,967
Accumulated Depreciation
Balances at January 1, 2022 25,303,357 2,980,813,662 1,063,696,727 4,819,820,547 – 8,889,634,293
Depreciation (Notes 22 and 24) 4,598,382 291,813,332 68,622,956 460,344,304 – 825,378,974
Retirement/disposal ‒ ‒ ‒ (70,589,644) ‒ (70,589,644)
Balances at December 31, 2022 29,901,739 3,272,626,994 1,132,319,683 5,209,575,207 – 9,644,423,623
Net Book Value =21,141,260
P =8,119,721,914
P =103,943,872
P =586,404,885
P =6,862,770,413 P
P =15,693,982,344

The construction in progress items reclassified to their respective asset accounts in 2023 and 2022
amounted to =
P3,386 million and = P775 million, respectively. The reclassifications in 2023 pertain to
The Westin Manila and Grand Summit Gensan. In 2022, the reclassifications represent Go
Tuguegarao, Summit and Go Naga. The remaining construction in progress represents new and
expansion projects in various cities in Metro Manila and other parts of Visayas and Mindanao
regions. These normally take three (3) to five (5) years to construct until completion.
Depreciation expense charged to operations amounted to P
=876 million, P
=825 million and
=721 million for the years ended December 31, 2023, 2022 and 2021, respectively (see Notes 22
P
and 26).
Borrowing costs capitalized amounted to =
P306 million, =
P229 million and =
P134 million for the years
ended December 31, 2023, 2022 and 2021, respectively (see Note 16).
There are no property and equipment items as of December 31, 2023 and 2022 that are pledged as
security to liabilities. The Group has no restrictions on the realizability of its property and equipment.
Except for contracts awarded, there no contractual obligations to purchase, construct or develop
property and equipment or for repairs, maintenance and enhancements.
The total contractual commitments arising from awarded contracts for the acquisition, development
and construction of property and equipment amounted to =
P2,587 million and =P966 million as of
December 31, 2023 and 2022, respectively (see Note 34).
In 2021, the Group performed impairment testing on its hotel property and equipment assets with a
carrying value of P
=5,274 million as of December 31, 2021 by assessing the recoverable amount of
cash-generating units based on a value in use (VIU) calculation using cash flow projections from
financial budgets approved by senior management covering a five-year period. The projected cash
flows have been updated to reflect the demand for products and services, taking into consideration the
impact of the COVID-19 pandemic.
The significant assumptions used in the valuation were pre-tax discount rate of 9.73% and average
growth rate of 5.20% for cash flows beyond five years. Based on the impairment testing, there was
no impairment loss on the Group’s hotel property and equipment assets in 2021 (see Note 5).
The calculation of value in use of the CGUs is most sensitive to the following assumptions:

 EBITDA margins
 Discount rate
 Growth rates used to extrapolate cash flows beyond the forecast period

246 *SGVFS187718*
EBITDA Margins
EBITDA margins are based on average values achieved in one (1) to five (5) years preceding the
beginning of the budget period. These are increased over the budget period for anticipated efficiency
improvements. A 32.82% to 60.20% EBITDA margin per annum was applied. A decreased demand
can lead to a decline in gross margin.
Discount Rates
Discount rates represent the current market assessment of the risks specific to each CGU, taking into
consideration the time value of money and individual risks of the underlying assets that have not been
incorporated in the cash flow estimates. The discount rate calculation is based on the specific
circumstances of the Group and its operating segments and is derived from its weighted average cost
of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is
derived from the expected return on investment by the Group’s investors. The cost of debt is based
on the interest-bearing borrowings the Group is obliged to service. Segment-specific risk is
incorporated by applying individual beta factors. The beta factors are evaluated annually based on
publicly available market data. Adjustments to the discount rate are made to factor in the specific
amount and timing of the future tax flows in order to reflect a pre-tax discount rate.

Growth Rate Estimates


Rates are based on published industry research. A reduction in the long-term growth rate would
result in impairment.

13. Other Noncurrent Assets

This account consists of:

2023 2022
Advances to suppliers and contractors P
=2,312,087,333 =2,548,231,613
P
Advances to land owners (Note 20) 638,763,555 1,528,296,767
Utility deposits (Notes 32 and 33) 780,372,483 734,364,096
Financial assets at FVOCI 113,594,522 126,177,247
Others 342,373,895 312,587,637
P
=4,187,191,788 =5,249,657,360
P

Advances to suppliers and contractors represent prepayments for the construction of investment
properties and property and equipment. These are recouped from billings which are expected to occur
in future period.

Advances to land owners consist of advance payments to land owners which shall be applied against
the acquisition cost of the real estate properties.

Utility deposits that are refundable consist primarily of bill and meter deposits.

Financial assets at FVOCI represent equity shares of APVI that were retained by the Group and
equity shares of Data Analytics Ventures, Inc., both entities under the common control of the ultimate
parent company.

247 *SGVFS187718*
A summary of the movements follows:

2023 2022
Beginning balance P
=126,177,247 =172,097,119
P
Additions 2,500,000 –
Fair value adjustment - other comprehensive income
(loss) (15,082,725) (45,919,872)
Ending balance P
=113,594,522 =126,177,247
P

The changes in the fair value in 2023, 2022 and 2021 amounted to P
=15 million, =
P46 million and
=42 million, respectively.
P

“Others” include refundable deposits. This also includes paid upfront fee amounting
=100 million as of December 31, 2023 and 2022, in relation to the lease agreement executed in
P
October 2018 for the lease of contiguous land situated in Malolos, pursuant to Proclamation No. 832
dated July 17, 2014. The project shall involve the lease of the project site and utilization thereof by
the Group for a mixed-use development.

The lease period of the project site shall be for 25 years commencing on the 3rd project year counted
from the commencement of the Construction Date and terminating on the date 25 years thereafter.
The lease shall be automatically renewed for another 25 years upon mutual agreement by the parties.
The upfront fee will be applied against the rent due starting on the 1st year of operation of the Parent
Company in the said property. To date, the lease has not commenced.

14. Accounts Payable and Accrued Expenses

This account consists of:

2023 2022
Accounts payable P
=9,203,085,612 P=9,942,696,393
Taxes and licenses payable 4,330,512,964 3,414,698,215
Accrued utilities 2,006,896,028 1,797,862,321
Accrued rent expense 983,007,757 943,123,868
Accrued contracted services 741,614,207 580,627,768
Accrued salaries and wages 684,812,107 631,777,932
Commissions payable 267,403,325 541,400,098
Accrued advertising and promotions 263,647,941 157,149,144
Accrued interest expense 166,324,520 338,724,028
Accrued repairs and maintenance 130,348,033 193,480,259
Dividends payable 19,440,620 19,444,535
Other accrued expenses 535,195,502 423,172,651
P
=19,332,288,616 =
P18,984,157,212

Accounts payable mainly includes unpaid billings from suppliers and contractors related to
construction activities which are non-interest bearing and are normally settled within 30-90 days
term.

Taxes and licenses payable, accrued salaries and wages, accrued interest payable and accrued
contracted services are normally settled within one (1) year.

Accrued rent expense primarily represents accrual for film rental expense.

248 *SGVFS187718*
Accrued contracted services represents accrual for outsourced services such as security services,
technical support, shuttle services and others.

Commissions payable arises from obligations from contracts that qualified for revenue recognition.
Consistent with the pattern of revenue recognition, the Group amortizes commission using the
percentage of completion method.

Other accrued expense includes accrued repairs and maintenance, promotions and advertising
expenses, insurance, among others.

15. Contract Liabilities, Deposits and Other Current Liabilities

This account consists of:

2023 2022
Contract liabilities (Notes 17 and 20) P
=3,881,029,135 =2,837,695,079
P
Deposits from lessees (Note 17) 3,505,102,294 2,993,252,034
Payable to affiliated companies (Note 20) 279,928,261 474,196,804
Current portion of lease liabilities (Note 34) 102,682,631 132,710,023
P
=7,768,742,321 =6,437,853,940
P

Contract liabilities (including noncurrent portion shown in Note 17) consist of collections from real
estate customers which have not reached the equity threshold to qualify for revenue recognition and
excess of collections over the goods and services transferred based on percentage of completion.

The movement in the contract liability is mainly due to reservation of sales and advance payment
of buyers less real estate sales recognized upon reaching the equity threshold from increase in
percentage of completion. The contract liabilities account includes deposits from real estate buyers
that have not met the revenue recognition threshold of 10% and these amounted to = P1,138 million and
=1,087 million as of December 31, 2023 and 2022.
P

The amount of revenue recognized from amounts included in contract liabilities at the beginning of
the year amounted to =
P6,233 million, P
=5,973 million and =
P6,687 million in 2023, 2022 and 2021,
respectively.

Deposits from lessees (including noncurrent portion shown in Note 17) represent cash received in
advance equivalent to three (3) to six (6) months’ rent which shall be refunded to lessees at the end of
lease term. These are initially recorded at fair value, which was obtained by discounting its future
cash flows using the applicable rates of similar types of instruments. The accretion expense on these
deposits, recognized in “Accretion of security deposits” under “Cost of rental services”, amounted to
=90 million, =
P P62 million and = P46 million for the years ended December 31, 2023, 2022 and 2021,
respectively (see Notes 22 and 25).

Included in the “Deposits from lessees” are unearned rental income amounting to P=1,668 million and
=792 million as of December 31, 2023 and 2022, respectively. Amortization of unearned rental
P
income included in “Rental income” amounted to = P109 million, =
P65 million and =
P46 million for the
years ended December 31, 2023, 2022 and 2021, respectively.

The rollforward analysis of deposits from lessees in 2023 and 2022 follows

2023 2022
Gross Amount

249 *SGVFS187718*
Balance at the beginning of the year P
=7,566,282,070 P
=6,564,896,384
Additions 2,274,627,290 1,001,385,686
Balance at the end of the year 9,840,909,360 7,566,282,070
Unamortized Discount
Balance at the beginning of the year 324,225,520 321,462,086
Additions 794,672,193 64,970,465
Accretion (Note 22) (89,770,986) (62,207,031)
Balance at the end of the year 1,029,126,727 324,225,520
Net Amount 8,811,782,633 7,242,056,550
Less noncurrent portion 5,306,680,339 4,248,804,516
P
=3,505,102,294 P=2,993,252,034

16. Loans Payable

Short-term loans

As of December 31, 2023, short-term loans amounted to 800 million. Details as follows:

2023
Short-term loan obtained from a local bank that will
mature in
February 2024. Interest rate is at 5.95% per annum. =500,000,000
P
Short-term loan obtained from a local bank that will
mature in
January 2024. Interest rate is at 5.95% per annum. 300,000,000
=800,000,000
P

Long-term loans
Details of the principal amount of the long-term loans follow:

2023 2022

Seven-year term loan from MBTC maturing on March 15, 2024. Principal
payable in annual installment amounting to two percent (2%) of the
total drawn principal amount and the balance upon maturity, with
annual fixed rate at 3.1000%, interest payable quarterly in arrears P
=6,300,000,000 =6,440,000,000
P
Seven-year term loan from BPI matured on August 10, 2023. Principal
payable in annual installment amounting to
=10 million for six years and the balance upon maturity, with annual
P
fixed rate at 3.8900%, interest payable quarterly in arrears. – 4,940,000,000
Ten-year term loan from BPI maturing on February 13, 2027. Principal
payable in annual installment amounting to
=5 million for nine years and the balance upon maturity, with annual
P
fixed rate at 4.0000%, interest payable quarterly in arrears 4,470,000,000 4,475,000,000
Ten-year bonds from BDO and Standard Chartered maturing on February
23, 2025. Principal payable upon maturity, with annual fixed rate at
4.9344%, interest payable semi-annually in arrears. 1,364,500,000 1,364,500,000

(Forward)
Five-year term loan from BDO Unibank, Inc. maturing on June 30, 2025.
Principal payable upon maturity, with annual fixed rate at 4.0000%,
interest payable quarterly in arrears. P
=6,000,000,000 =6,000,000,000
P
Three-year bonds maturing on July 17, 2023. Principal payable upon
maturity, with annual fixed rate at 3.6830%, interest payable semi-
annually in arrears. – 12,763,070,000
Five-year bonds maturing on July 17, 2025. Principal payable upon
maturity, with annual fixed rate at 3.8000%, interest payable semi-
annually in arrears. 427,210,000 427,210,000

250 *SGVFS187718*
2023 2022
Three-year bonds maturing on August 26, 2025. Principal payable upon
maturity, with annual fixed rate of 5.3789% interest payable quarterly
in arrears. 6,000,000,000 6,000,000,000
Five-year bonds maturing on August 26, 2027. Principal payable upon
maturity, with annual fixed rate of 5.9362% interest payable quarterly
in arrears. 9,000,000,000 9,000,000,000
Three-year bonds maturing on June 30, 2026. Principal payable upon
maturity, with annual fixed rate of 6.0972% interest payable quarterly
in arrears. 6,000,000,000 –
Five-year bonds maturing on June 30, 2028. Principal payable upon
maturity, with annual fixed rate of 6.1663% interest payable quarterly
in arrears. 9,000,000,000 –
Five-year term loan from BPI maturing on August 10, 2028. Principal
payable upon maturity, with interest at prevailing market rate,
payable monthly. 4,940,000,000 –
53,501,710,000 51,409,780,000
Less debt issue costs 352,542,541 250,664,334
Long-term loans net of debt issue costs 53,149,167,459 51,159,115,666
Less current portion 6,191,963,019 17,752,329,647
Noncurrent portion of long-term loans P
=46,957,204,440 =33,406,786,019
P

Debt issue costs are deferred and amortized using the effective interest method over the term of the
related loans. Details are as follows:

Debt issue costs

2023 2022
Beginning balance P
=250,664,334 =157,415,856
P
Additions 221,258,686 186,712,235
Amortizations (119,380,479) (93,463,757)
Ending balance P
=352,542,541 =250,664,334
P

Total interest cost from short-term and long-term loans amounted to =


P1,731 million, =
P1,053 million
and P
=1,427 million for the years ended December 31, 2023, 2022 and 2021, respectively
(see Note 25).

Capitalized borrowing costs amounted to P


=957 million, =
P874 million and P
=892 million for the
years ended December 31, 2023, 2022 and 2021, respectively (see Notes 9, 11 and 12).

Seven-year term loan from Metropolitan Bank and Trust Company maturing on March 15, 2024
On March 15, 2017, the Group borrowed unsecured =P7,000 million under Term Loan Facility
Agreements with Metropolitan Bank and Trust Company. The loan matured on March 15, 2024 and it
was refinanced.

251 *SGVFS187718*
The loan amounting to =P7,000 million was released on March 15, 2017 which bears interest rate at
4.7500% per annum and shall be payable quarterly, computed on the basis of a year of 365 calendar
days for the actual number of days elapsed. Annual principal payment is two percent (2%) of the
total loan amount or P
=140 million.

On November 15, 2021, the interest rate was reduced to a fixed rate of 3.1000% per annum for the
remaining term of the loan.

Debt Covenants
The Group is required to maintain a ratio of consolidated total borrowings to consolidated
shareholders' equity not exceeding 2:1 as referenced from its consolidated audited financial
statements as of its calendar year end December 31 and the consolidated interim financial statements
as of March 31, June 30, and September 30. The Group has complied with the debt covenant as of
December 31, 2023 and 2022.

Seven-year term loan from Bank of the Philippine Islands matured on August 10, 2023
On August 10, 2016, the Group borrowed unsecured = P5,000 million under Term Loan Facility
Agreements with Bank of the Philippine Islands. The loan matured on August 10, 2023.

Interest on the bonds shall be calculated on a 30/360-day count basis and shall be paid semi-annually
in arrears on February 23 and August 23 of each year at which the bonds are outstanding.

Debt Covenants
The Group is required to maintain a debt-to-equity not exceeding 2:1 as referenced from its
consolidated audited financial statements as of its fiscal year end September 30 and consolidated
interim financial statements as at March 31. The Group has complied with the debt covenant as of
December 31, 2023 and 2022.

Ten-year term loan from BPI maturing on February 13, 2027


On February 10, 2017, the Group borrowed unsecured =
P4,500 million under Term Loan Facility
Agreements with Bank of the Philippine Islands.

The loan was released on February 10, 2017 amounting to =


P4,500 million with interest rate at
4.9500% per annum and shall be payable quarterly, computed on the basis of a year of 365 calendar
days for the actual number of days elapsed.

Partial payment for this loan amounting to =


P5 million was made on February 13, 2023 and 2022.

On November 11, 2021, the interest rate was reduced to a fixed rate of 4.0000% per annum until
repricing date. On repricing date or on November 13, 2025, the interest rate will revert to 4.9500%
per annum until maturity date.

Debt Covenant
The Group is required to maintain a ratio of net debt-to-equity not exceeding 2:1 as measured at each
fiscal year-end date based on the audited consolidated financial statements. The Group has complied
with the debt covenant as of December 31, 2023 and 2022.

Ten-year bonds from BDO and Standard Chartered maturing on February 23, 2025
On February 23, 2015, the Group issued P =1,365 million bonds constituting direct, unconditional,
unsubordinated, and unsecured obligations of the Parent Company and shall at all times rank pari
passu and without preference among themselves and among any present and future unsubordinated
and unsecured obligations of the Parent Company, except for any statutory preference or priority
established under Philippine law. The net proceeds of the issue shall be used by the Parent Company
to refinance existing debt obligations and to partially fund investment capital expenditures.

252 *SGVFS187718*
Interest on the bonds shall be calculated on a 30/360-day count basis and shall be paid semi-annually
in arrears on February 23 and August 23 of each year at which the bonds are outstanding.

Debt Covenant
The Group is required to maintain a debt-to-equity not exceeding 2:1 as referenced from its
consolidated audited financial statements as of its fiscal year end September 30 and consolidated
interim financial statements as at March 31. The Group has complied with the debt covenant as of
December 31, 2023 and 2022.

Five-year term loan from BDO Unibank, Inc. maturing on June 30, 2025
On June 30, 2020, the Group borrowed =
P6,000 million under Term Loan Facility Agreements with
BDO Unibank, Inc.

The loan was released on June 30, 2020 which bears interest rate at 4.7500% computed per annum
and shall be payable quarterly, computed on the basis of a year of 365 calendar days for the actual
number of days elapsed.

On November 26, 2021, the interest rate was reduced to a fixed rate of 4.0000% per annum for the
remaining term of the loan.

Debt Covenant
The Group is required to maintain a debt-to-equity ratio not exceeding 2:1. The Group has complied
with the debt covenant as of December 31, 2023 and 2022.

Three-year “Series C Bonds” matured on July 17, 2023 and Five-Year “Series D Bonds” maturing on
July 17, 2025
On July 17, 2020, the Group issued its “Series C Bonds” amounting to = P12,763 million and
“Series D Bonds” amounting to = P427 million constituting direct, unconditional, unsecured and
unsubordinated peso-denominated obligations of the Parent Company and shall at all times rank pari
passu and ratably without any preference or priority amongst themselves and at least pari passu with
all other present and future unsubordinated and unsecured obligations of the Parent Company, other
than obligations preferred by law. The net proceeds of the issue shall be used by the Parent Company
to: (i) partially fund the capital expenditure budget of the Company for calendar years 2023 and 2022;
(ii) repay short-term loans maturing in the second half of calendar year; and (iii) fund general
corporate purposes including, but not limited to, working capital. The bonds have been rated PRS
Aaa by Philippine Rating Services Corporation (PhilRatings) (see Note 7). The Series C Bonds
matured and was paid in full on July 17, 2023.

Interest on the bonds shall be calculated on a 30/360-day count basis and shall be paid semi-annually
in arrears on January 17 and July 17 of each year at which the bonds are outstanding.

Debt Covenant
The Group is required to maintain a debt-to-equity ratio not exceeding 2:1 as referenced from its
consolidated financial statements as of its calendar year end December 31 and consolidated interim
financial statements as at June 30. The Group has complied with the debt covenant as of
December 31, 2023 and 2022.

253 *SGVFS187718*
Three-year “Series E Bonds” maturing on August 26, 2025 and Five-Year “Series F Bonds” maturing
on August 26, 2027

On August 26, 2022, the Group issued its “Series E Bonds” amounting to = P6,000 million and “Series
F Bonds” amounting to = P9,000 million constituting direct, unconditional, unsecured and
unsubordinated peso-denominated obligations of the Parent Company and shall at all times rank pari
passu and ratably without any preference or priority amongst themselves and at least pari passu with
all other present and future unsubordinated and unsecured obligations of the Parent Company, other
than obligations preferred by law. The net proceeds of the issue shall be used by the Parent Company
to: (i) partially fund the capital expenditure budget for project development and land acquisition of
the Company for calendar years 2022 and 2023 and to partially repay maturing debt obligations; and
(ii) for general corporate purposes including, but not limited to, working capital. The bonds have
been rated PRS Aaa by Philippine Rating Services Corporation (PhilRatings).

Interest on the bonds shall be calculated on a 30/360-day count basis and shall be paid quarterly in
arrears on February 26, May 26, August 26 and November 26 of each year at which the bonds are
outstanding.

Debt Covenant
The Group is required to maintain a debt-to-equity ratio not exceeding 2:1 as referenced from its
consolidated financial statements as of its calendar year end December 31 and consolidated interim
financial statements as at September 30. The Group has complied with the debt covenant as of
December 31, 2023.

Three-year “Series G Bonds” maturing on June 30, 2026 and Five-Year “Series H Bonds” maturing
on June 30, 2028

On June 30, 2023, the Group issued its “Series G Bonds” amounting to = P6,000 million and “Series H
Bonds” amounting to = P9,000 million constituting direct, unconditional, unsecured and unsubordinated
peso-denominated obligations of the Parent Company and shall at all times rank pari passu and
ratably without any preference or priority amongst themselves and at least pari passu with all other
present and future unsubordinated and unsecured obligations of the Parent Company, other than
obligations preferred by law. The net proceeds of the issue shall be used by the Parent Company to:
(i) to fully repay maturing debt obligations; (ii) to partially fund the capital expenditure budget for
project development of the Company for calendar years 2023 to 2025; and (iii) for general corporate
purposes. The bonds have been rated PRS Aaa by Philippine Rating Services Corporation
(PhilRatings).

Interest on the bonds shall be calculated on a 30/360-day count basis and shall be paid quarterly in
arrears on March 30, June 30, September 30 and December 30 of each year at which the bonds are
outstanding.

Debt Covenant
The Group is required to maintain a debt-to-equity ratio not exceeding 2:1 as referenced from its
consolidated audited financial statements as of December 31 and consolidated interim financial
statements as at March 31, June 30 and September 30. The Group has complied with the debt
covenant as of December 31, 2023.

254 *SGVFS187718*
Five-year term loan from Bank of the Philippine Islands maturing on August 10, 2028
On August 10, 2023, the Group borrowed unsecured P =4,940 million under a loan agreement with
Bank of the Philippine Islands.

Interest on the loan shall be calculated on a 365-day year and based on the actual number of days
elapsed, which shall be paid monthly in arrears.

Debt Covenants
The Group is required to maintain a debt-to-equity not exceeding 2:1 as referenced from its
consolidated audited financial statements as of its year end December 31.

Excluding the debt issue costs, details of the Group’s loans payable by maturity follow:

Long-term loans
Within 1 year >1 to 2 years >2 to 3 years >3 to 4 years >4 to 10 years Total
December 31, 2023 P6,305,000,000
= P13,796,710,000
= P6,005,000,000
= =13,455,000,000
P P13,940,000,000
= P53,501,710,000
=
December 31, 2022 P
=17,848,070,000 =6,305,000,000
P P
=13,796,710,000 =5,000,000
P =
P13,455,000,000 P
=51,409,780,000

17. Contract Liabilities, Deposits and Other Noncurrent Liabilities

This account consists of:

2023 2022
Deposits from lessees (Note 15) P5,306,680,339
= P4,248,804,516
=
Lease liabilities - net of current portion (Note 34) 2,460,790,228 2,368,483,131
Contract liabilities - net of current portion (Notes 15
and 20) 311,421,975 5,548,129
Retentions payable 282,730,833 538,151,171
Pension liabilities (Note 30) 751,755,731 555,737,318
Advances for marketing and promotional fund 438,678,789 381,826,139
Others 210,574,078 210,583,448
=9,762,631,973
P =8,309,133,852
P

Retention payable pertains to payment withheld from contractors which represents as guaranty for
any claims for defects in projects requiring rework. These are released after the guarantee period.
These are noninterest-bearing and will be remitted to contractors at the end of the contracted work.

Advances for marketing and promotional fund represent advances from tenants for sales promotions
and marketing programs. These are tenant’s share in the costs of advertising and promotional
activities which the Group considers appropriate to promote the business in the mall complex.

Others include payable to the non-controlling interests of the Parent Company’s subsidiaries.

255 *SGVFS187718*
18. Retained Earnings

Cash dividends declared


The BOD declared cash dividends in favor of all its stockholders for the years ended
December 31, 2023, 2022 and 2021 as follows:

December 31, December 31, December 31,


2023 2022 2021
Date of declaration April 21, 2023 March 8, 2022 May 6, 2021
Date of payment June 21, 2023 May 13, 2022 June 21, 2021
Ex-dividend date May 31, 2023 April 19, 2022 May 26, 2021
Dividend per share =0.52
P =0.50
P =0.25
P
Total dividends =2,540,697,061
P =2,554,915,493
P =1,298,457,671
P

After reconciling items, the amount of retained earnings available for declaration as dividend by the
Parent Company amounted to P =48,202 million and =P46,359 million as of December 31, 2023
and 2022, respectively.

Restrictions
A portion of the unappropriated retained earnings representing the undistributed net earnings of
subsidiaries amounting to = P7,304 million and =
P6,724 million as of December 31, 2023 and 2022,
respectively, are not available for dividend declaration by the Parent Company until received in the
form of dividends. Retained earnings are further restricted for the payment of dividends to the extent
of the cost of treasury shares.

Retained earnings amounting to =P22,000 million and = P20,000 million as of December 31, 2023
and 2022, respectively, were appropriated for future and ongoing expansions and are not available for
dividends declaration.

Appropriation
On December 19, 2023, the BOD approved the reversal of the retained earnings it appropriated in
2022 amounting to = P20,000 million as the related projects to which the retained earnings were
earmarked were completed already. The amount was originally earmarked for the continuing capital
expenditures of the Group for subdivision land, condominium and residential units for sale,
investment properties and property and equipment.

On the same date, the BOD approved the appropriation of P =22,000 million out of the unappropriated
retained earnings, to support the capital expenditure requirements of the Group for various projects.
These projects and acquisitions are expected to be completed on various dates from 2024 to 2027.

On December 5, 2022, the BOD approved the reversal of the retained earnings it appropriated in 2021
amounting to =
P25,500 million as the related projects to which the retained earnings were earmarked
were completed already. The amount was originally earmarked for the continuing capital
expenditures of the Group for subdivision land, condominium and residential units for sale,
investment properties and property and equipment.

On the same date, the BOD approved the appropriation of P =20,000 million out of the unappropriated
retained earnings, to support the capital expenditure requirements of the Group for various projects.
These projects and acquisitions are expected to be completed on various dates from 2023 to 2026.

256 *SGVFS187718*
On December 8, 2021, the BOD approved the reversal of the retained earnings it appropriated in 2020
amounting to =
P26,000 million as the related projects to which the retained earnings were earmarked
were completed already. The amount was originally earmarked for the continuing capital
expenditures of the Group for subdivision land, condominium and residential units for sale,
investment properties and property and equipment.

On the same date, the BOD approved the appropriation of P =25,500 million out of the unappropriated
retained earnings, to support the capital expenditure requirements of the Group for various projects.
These projects and acquisitions are expected to be completed on various dates from 2023 to 2027.

19. Capital Stock, Treasury Stock and Equity Reserves

Capital stock
The details of the number of common shares as of December 31, 2023 and 2022 follow:

2023 2022
Authorized shares – at P1 par value 8,200,000,000 8,200,000,000
Issued shares 5,193,830,685 5,193,830,685
Outstanding shares 4,839,141,486 5,053,841,085
Below is the summary of the Parent Company’s track record of registration of securities with the
SEC as of December 31, 2023:
Number of
holders of
Number of shares Issue/ Date of SEC securities as of
registered offer price approval year end
Balance before Initial public offering 300,000,000
Balance before Initial public offering 300,000,000
Initial public offering 200,000,000 P1.00/share
= February 10, 1989
Increase in offer price =5.81/share
P June 3, 1989
Add:
1:1 stock rights offering 500,000,000 P2.50/share
= March 15, 1991
20% stock dividend 200,000,000 =1.00/share
P June 16, 1993
1:2 stock rights offering 600,000,000 =2.50/share
P March 21, 1995
Exchange for shares of JGSHI(1)
in MMHLC(2) and in RII(3) 496,918,457 April 3, 1997
1:2 new share offering 450,000,000 P12.00/share September 25, 2006
=
1:2 stock rights offering 1,364,610,228 =10.00/share
P May 17, 2011
December 31, 2017 4,111,528,685 1,066
Add: Stock rights offering 1,082,302,000 =18.20/share
P February 8, 2018 (5)
December 31, 2018 5,193,830,685 1,061
Add (deduct) movement – (13)
December 31, 2019 5,193,830,685 1,048
Add (deduct) movement – 4
December 31, 2020 5,193,830,685 1,052
Add (deduct) movement (23,564,900) (4)
December 31, 2021 5,170,265,785 1,048
Add (deduct) movement (116,424,700) (7)
December 31, 2022 5,053,841,085 1,041
Add (deduct) movement (214,699,599) (17)
December 31, 2023 4,839,141,486 1,024
(1) JGSHI - JG Summit Holdings, Inc.
(2) MMHLC - Manila Midtown Hotels and Land Corporation
(3) RII - Robinson’s Inn Inc.

257 *SGVFS187718*
Treasury Stock
On November 4, 2021, the BOD approved the 3 billion common share buyback program of the
Parent Company. On November 8, 2022, the BOD approved the extension of share buyback program
for an additional 3 billion common shares. On March 20, 2023, the BOD approved the further
extension of the share buyback program by Three Billion Pesos (P
=3,000,000,000) worth of the Parent
Company’s common shares bringing the total buy-back program to Nine Billion Pesos
(P
=9,000,000,000).

The Parent Company has outstanding treasury shares of 354.7 million shares (P =5.8 billion) and 140.0
million shares (P
=2.6 billion) as of December 31, 2023 and 2022, respectively.

Equity Reserves
On August 20, 2021, the Parent Company sold its investment in RCR by way of public offering at a
selling price of =
P6.45 per share, with a total selling price amounting to =
P22.6 billion, net of
transaction costs amounting to =P737.32 million. As a result of the sale, the equity interest of the
Parent Company over RCR changed from 100% to 63.49%. The Group assessed that the change in
ownership interest of the Parent Company over RCR as a result of the public offering did not result in
a loss of control. Thus, RLC accounted for the decrease in ownership interest in RCR as an equity
transaction. No gain or loss was recognized upon consolidation, and any difference in the proceeds
from sale of shares to the public and the amount to be recorded as NCI is recorded as ‘Equity Reserve
in the consolidated financial statements.

On March 8, 2022, the Parent Company entered into a Deed of Sale with RCR for the sale of
Robinsons Cybergate Bacolod, excluding the land where the building is situated, for =
P734 million.
The impact on the Equity Reserve amounted to =
P242 million.

On April 20, 2022, a Deed of Assignment was executed between the Parent Company and RCR for
the assignment, transfer, and conveyance by the Parent Company of Robinsons Cyberscape Gamma,
excluding the land where the building is situated, with a value of =
P5,888 million, in exchange for the
issuance of 778 million shares in RCR. This resulted to increase of the Parent Company’s interest in
RCR from 63.49% to 66.14%. The impact on the Equity Reserve amounted to = P1,482 million.

Stock issuance cost


Costs related to the initial and additional issuances of capital stock of the Group were charged to
Retained Earnings.

Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital
ratios in order to support its business and maximize shareholder value. The Group manages its
capital structure and make adjustments to these ratios in light of changes in economic conditions and
the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividend payment to shareholders, return capital structure or issue capital
securities. No changes have been made in the objective, policies and processes as they have been
applied in previous years.

258 *SGVFS187718*
The Group monitors its use of capital structure using a debt-to-capital ratio which is gross debt
divided by total equity. The Group includes within gross debt all interest-bearing loans and
borrowings, while capital represents total equity attributable to the equity holders of the Parent
Company. Following is a computation of the Group’s debt-to-capital ratio as of December 31, 2023
and 2022.

2023 2022
(a) Loans payable (Note 16) P53,949,167,459
= P51,159,115,666
=
(b) Capital 135,522,380,761 129,351,909,419
(c) Debt-to-capital ratio (a/b) 0.40:1 0.40:1

As of December 31, 2023 and 2022, the Group is compliant with its debt covenants with lenders.

20. Related Party Transactions

Related party transactions are made under the normal course of business Parties are considered to be
related if one party has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions; and the parties
are subject to common control or common significant influence. Affiliates are entities that are owned
and controlled by the ultimate parent company and neither a subsidiary nor associate of the Group.
These affiliates are effectively sister companies of the Group by virtue of ownership of the ultimate
parent company. Related parties may be individuals or corporate entities. Unless otherwise stated,
transactions are generally settled in cash.

The amounts and balances arising from significant related party transactions are as follows:
December 31, 2023
Amount/ Outstanding
Volume balances Terms Conditions
Ultimate Parent Company
Rental income/receivable (a) = 41,680,405
P = 1,994,855
P Three to five-year lease terms at Unsecured; no
prevailing market lease rates; impairment
renewable at the end of lease term
Payable to affiliated companies (g) 182,116,680 (161,783,381) Non-interest bearing; Unsecured
due and demandable
Under common control of Ultimate
Parent Company
Cash and cash equivalents (c) (282,958,397) 2,662,091,915
Cash in banks Interest bearing at prevailing market Unsecured;
rate; at 0.20% to no impairment
0.25% per annum; due and
demandable
Short-term investments 1,804,184,600 1,804,184,600 Interest bearing at prevailing market Unsecured; no
rate; at 2% to 6% per annum; due and impairment
demandable
Interest income 4,974,493 4,757,249
Rental income/receivable (a) 3,957,427,779 115,653,351 Three to 20-year lease terms at Unsecured; no
prevailing market lease rates; impairment
renewable at the end of lease term
Advances to (b) (4,820,466) 64,329,826 Non-interest bearing; Unsecured; no
due and demandable impairment
Payable to affiliated companies (g) 12,151,863 (118,045,267) Non-interest bearing; Unsecured
due and demandable
Joint ventures in which the Parent
Company is a venturer
Rental income 14,790,557 −
Advances to (b) (657,559,478) 2,172,645,234 Interest-bearing at PDST R2 of Unsecured;
applicable interest period no impairment
Sale of land - contract liabilities (d) − − Non-interest bearing; Unsecured;
due in one year no impairment

259 *SGVFS187718*
December 31, 2023
Amount/ Outstanding
Volume balances Terms Conditions
Sale of land - installment contract Interest bearing at 4% Unsecured;
receivables (e) interest rate; with remaining no impairment
2 annual installments
Elimination of excess of gain on
sale against investment in joint
venture - contract liabilities (e)
Interest income from sale of land = 98,654,651
P = 98,654,651
P
- installment contract
receivables (e)
Elimination of excess of interest
income against investment in
joint venture - contract
liabilities (e)
Advances to lot owners (f) (406,629,869) - Non-interest bearing; due and Unsecured;
demandable no impairment

December 31, 2022


Amount/ Outstanding
Volume balances Terms Conditions
Ultimate Parent Company
Rental income/receivable (a) =39,923,075
P =15,412,886
P Three to five-year lease terms at Unsecured; no
prevailing market lease rates; impairment
renewable at the end of lease term
Payable to affiliated companies (g) (603,093,024) (343,900,061) Non-interest bearing; Unsecured
due and demandable
Under common control of Ultimate
Parent Company
Cash and cash equivalents (c)
Cash in banks (2,723,733,821) 2,945,050,312 Interest bearing at prevailing market Unsecured;
rate; at 0.20% to no impairment
0.25% per annum; due and
demandable
Short-term investments 2,025,968,601 2,025,968,601 Interest bearing at prevailing market Unsecured; no
rate; at 0.375% to impairment
1.25% per annum; due and
demandable
Interest income 26,861,659 17,096,128
Rental income/receivable (a) 3,287,061,752 265,367,610 Three to 20-year lease terms at Unsecured; no
prevailing market lease rates; impairment
renewable at the end of lease term
Advances to (b) 37,104,720 69,150,292 Non-interest bearing; Unsecured; no
due and demandable impairment
Payable to affiliated companies (g) (261,864,291) (130,197,130) Non-interest bearing; Unsecured
due and demandable
Joint ventures in which the Parent
Company is a venturer
Rental Income (a) 9,747,775 − Three to five-year lease terms at Unsecured; no
prevailing market lease rates; impairment
renewable at the end of lease term
Advances to (b) 8,173,843 2,830,204,712 Interest-bearing at PDST R2 of Unsecured;
applicable interest period no impairment
Sale of land - installment contract − − Interest bearing at 4% Unsecured;
receivables (e) interest rate; with remaining no impairment
2 annual installments
Interest income from sale of land 19,289,273 19,289,273
- installment contract
receivables (e)
Elimination of excess of interest 98,654,651 (98,654,651)
income against investment in
joint venture - contract
liabilities (e)
Other related parties
Advances to lot owners (f) 11,539,665 406,629,869 Non-interest bearing; due and Unsecured;
demandable no impairment

260 *SGVFS187718*
Significant transactions with related parties are as follows:

(a) Rental income


The Group leases commercial properties to affiliated companies with a lease term of
three (3) to twenty (20) years based on prevailing market lease rates.

(b) Advances to affiliated companies


The Group, in the normal course of business, has transactions with its major stockholders,
ultimate parent company and its affiliated companies consisting principally of lease arrangements
and advances principally for working capital requirement, financing for real estate development,
and purchase of investment properties.

On June 13, 2019, the Parent Company extended interest bearing advances to SRPI amounting to
=1,000 million in accordance with the joint venture agreement. Furthermore, additional advances
P
amounting to =
P1,590 million was released to SRPI in January 2021. SRPI partially settled
=750 million in 2023.
P

(c) Cash and cash equivalents


The Group maintains savings and current accounts and time deposits with an entity under
common control which is a local commercial bank. Cash and cash equivalents earn interest at the
prevailing bank deposit rates.

(d) Sale of land – RHK Land Corporation


In 2018, the Parent Company also entered into a contract to sell a parcel of land located within
the Bridgetowne Complex in Pasig City with RHK Land Corporation (RHK Land). Total selling
price of the land is =
P2,706 million was paid in full in 2018. As the project is ongoing
development, the payments received from RHK Land was presented as contract liabilities,
deposits and other current liabilities in consolidated statement of financial position as of
December 31, 2020.

In 2021, the development of this property was completed and all commitments and obligations of
the Parent Company to RHK Land were fulfilled. Accordingly, the amounts that are previously
under contract liabilities were recognized as real estate revenue in 2021. Out of the amount of
selling price and cost of land, =
P1,082 million and = P724 million were recognized in real estate
sales and cost of real estate sales, respectively. These amounts represent the portion sold to Hong
Kong Land Group by virtue of its 40% ownership in RHK. The 60% balance will be recognized
as RHK starts to sell developed real estate properties to its customers. In 2023 and 2022, the
Parent Company realized P =113.3 million and = P37.2 million from this deferred gain, respectively.

(e) Sale of land – Shang Robinsons Properties, Inc.


In June 2018, the Parent Company entered into a contract to sell two (2) adjoining parcels of land
located at Bonifacio, Global City Taguig, with Shang Robinsons Properties Inc. (SRPI), a joint
venture with Shang Properties, Inc. (SPI). Total selling price is = P5,015 million and shall be
payable in five (5) annual installments, with interest at a rate of 4% per annum on the unpaid
amount of the purchase price. Out of the amount of selling price and cost of land, = P2,507 million
and P
=398 million were recognized in real estate sales and cost of real estate sales, respectively.
These amounts represent the portion sold to SPI by virtue of its 50% ownership in SRPI. The
remaining 50% will be recognized as SRPI starts to sell developed real estate properties to its
customers.

261 *SGVFS187718*
In 2023 and 2022, the Parent Company realized =
P569 million and P
=354 million from the
unrealized gain, respectively.

A parcel of land located within the Bridgetowne Complex in Pasig City was sold by the Parent
Company to SRPI on January 22, 2021. Total selling price of the land is = P3,038 million (net of
VAT) which was paid in full in 2021. Out of the amount of selling price and cost of land,
=1,519 million and =
P P422 million were recognized in real estate sales and cost of real estate sales,
respectively in 2021. These amounts represent the portion sold to SPI by virtue of its 50%
ownership in SRPI. The remaining 50% will be recognized as SRPI starts to sell developed real
estate properties to its customers. As development and construction are ongoing, the Parent
Company has not realized income from this deferred gain for the years 2023, 2022 and 2021.

(f) Advances to lot owners


In 2022, the Parent Company made advances to BRFLC’s stockholder amounting to
=12 million for the purchase of parcels of land. The total remaining outstanding balances as of
P
December 31, 2023 and 2022 amounted to nil and = P407 million, respectively.

(g) Payable to affiliated companies


The Group, in the normal course of business, has transactions with the Ultimate Parent Company
and its affiliated companies consisting primarily of administrative and support services.

Terms and conditions of transactions with related parties


There have been no guarantees provided or received for any related party receivables or payables.
The Group has not recognized any impairment losses on amounts receivables from related parties for
the years ended December 31, 2023, 2022 and 2021. This assessment is undertaken each financial
year through a review of the financial position and operating cash flows of the related party and the
market in which the related party operates.

Compensation of key management personnel by benefit type follows:

2023 2022 2021


Short-term employee benefits P
=186,946,224 =175,149,990
P =167,564,788
P
Post-employment benefits 33,472,569 48,498,978 71,574,812
P
=220,418,793 =223,648,968
P =239,139,600
P

There are no other arrangements between the Group and any of its directors and key officers
providing for benefits upon termination of employment, except for such benefits to which they may
be entitled under the Group’s pension plan.

Approval requirements and limits on the amount and extent of related party transactions Material
related party transactions (MRPT) refers to any related party transactions, either individually, or in
aggregate over a twelve (12)–month period with the same related party, amounting to ten percent
(10%) or higher of the Group’s total consolidated assets based on its latest audited financial
statements.

All individual MRPTs shall be approved by at least two-thirds (2/3) vote of the BOD, with at least a
majority of the Independent Directors voting to approve the MRPT. In case that a majority of the
Independent Directors’ vote is not secured, the MRPT may be ratified by the vote of the stockholders
representing at least two thirds (2/3) of the outstanding capital stock.

262 *SGVFS187718*
Aggregate RPT transactions within a 12-month period that meets or breaches the materiality
threshold shall require the Board approval.

21. Revenue

The Group derives revenue from the transfer of goods and services over time and at a point in time,
respectively, in different product types. The Group’s disaggregation of each source of revenue from
contracts with customers are presented below:

2023 2022 2021


Revenue from contracts with
customers
Recognized over time
Residential development P
=8,728,656,362 =6,727,669,613
P =5,202,951,110
P
Recognized at a point in time
Residential development 20,453,271 12,770,420,041 10,882,315,856
Hotels and resorts 4,563,167,683 2,328,046,518 1,202,075,617
Destination estates 1,090,578,160 606,449,342 2,932,847,441
Amusement income 781,793,106 437,265,093 3,389,267
6,455,992,220 16,142,180,994 15,020,628,181
Total revenue from contracts with
customers 15,184,648,582 22,869,850,607 20,223,579,291
Rental income 18,689,953,342 15,698,459,470 11,056,317,537
Other income (Note 31) 8,143,574,507 6,934,678,877 5,259,520,752
P
=42,018,176,431 =45,502,988,954
P =36,539,417,580
P

Performance obligations
Information about the Group’s performance obligations are summarized below:

Real estate sales


The Group entered into contracts to sell with one identified performance obligation which is the sale
of the real estate unit together with the services to transfer the title to the buyer upon full payment of
contract price. The amount of consideration indicated in the contract to sell is fixed and has no
variable consideration.

The sale of real estate unit may cover either the (i) commercial lot; (ii) serviced lot; (iii) serviced lot
and house; and (iv) condominium unit. The Group concluded that there is one performance
obligation in each of these contracts. The Group recognizes revenue from the sale of these real estate
projects under pre-completed contract over time during the course of the construction.

On real estate sales from Chengdu Xin Yao for the years 2022 and 2021, the revenue is recognized
under the completed contract method. Under this method, all revenue and costs associated with the
sale of the real estate inventories are recognized at a point in time only after the completion of the real
estate projects.

Payment commences upon signing of the contract to sell and the consideration is payable in cash or
under various financing schemes entered with the customer. The amount due for collection under the
amortization schedule for each of the customer does not necessarily coincide with the progress of
construction, which results to either a receivable or contract liability.

After the delivery of the completed real estate unit, the Group provides one-year warranty to repair
minor defects on the delivered serviced lot and house and condominium unit. This is assessed by the
Group as a quality assurance warranty and not treated as a separate performance obligation.

263 *SGVFS187718*
The transaction price allocated to the remaining performance obligations (unsatisfied or partially
satisfied) as at December 31 are as follows:

2023 2022
Within one year P
=2,270,156,063 =2,837,695,079
P
More than one year 2,327,963,225 5,548,129
P
=4,598,119,288 =2,843,243,208
P

The remaining performance obligations expected to be recognized within one year and in more than
one year relate to the continuous development of the Group’s real estate projects. The Group’s
condominium units are completed within three years and five years from start of construction while
serviced lots and serviced lots and house are expected to be completed within two to three years from
start of development.

Residential development

Type of Product 2023 2022 2021


Philippines
Residences P
=7,947,055,984 P=5,468,191,104 P=4,315,436,457
Homes 781,600,378 1,259,478,509 887,514,653
8,728,656,362 6,727,669,613 5,202,951,110
China Chengdu Xin Yao 20,453,271 12,770,420,041 10,882,315,856
P
=8,749,109,633 =
P19,498,089,654 =
P16,085,266,966

The Group’s real estate sales from residential development are revenue from contracts with customers
recognized over time and at a point in time. Real estate sales include interest income from
installment contract receivables amounting to =P726 million, =
P737 million and = P743 million for the
years ended December 31, 2023, 2022 and 2021. These are also recognized over time.

Hotels and resorts

Type of Product 2023 2022 2021


Rooms P
=2,716,262,516 =1,325,471,617
P =825,943,006
P
Food and beverage 1,754,135,718 893,912,630 318,677,123
Franchise revenue 14,313,206 13,275,880 18,603,660
Others 78,456,243 95,386,391 38,851,828
P
=4,563,167,683 =2,328,046,518
P =1,202,075,617
P

The Group’s revenue from hotels and resorts is attributed to the operations from the development and
management of hotels and resorts. In 2021, the community quarantines and restricted travels
adversely affected the Group’s hotels and resorts segment resulting to lower number of guests and
reduced room rates, both of which have significantly impacted the revenues reported under this
segment. With the significant easing of travel restrictions, resurgence of domestic tourism, and
reopening of international borders, the segment recovered in 2023 and 2022. The segment’s
outstanding financial performance, coupled with its robust presence in the hospitality market,
positions it as a prime investment opportunity and a key player in the Philippines' thriving hotel and
resort landscape
Destination Estates
The real estate revenues includes proceeds arising from the sale of parcels of land that were
recognized at a point in time and these amounted to = P1,091 million, P
=606 million, and =P2,933 million
in 2023, 2022 and 2021, respectively.

Rental income

264 *SGVFS187718*
In line with the rental relief framework implemented by the government to support businesses and the
broader economy due to the impact of COVID-19 pandemic, the Group granted various lease
concessions such as lease payment holidays or lease payment reductions. Rent discounts and
concessions granted vary for merchants that are (1) forced to close and (2) those that are still
operational. Rental fees and common charges of merchants that were forced to close during the
quarantine period were waived.

As of reporting date, the Group’s lifestyle centers have resumed commercial operations.

Others revenue account in the consolidated statement of comprehensive income primarily consists of
common usage service area, income from penalty and forfeitures, equity in net earnings from joint
ventures and commission income, among others.

Costs to obtain contract


The balances below pertain to the costs to obtain contract presented in the consolidated financial
statements.

2023 2022
Balance at beginning of year P481,930,412
= =414,292,033
P
Additions 806,717,832 738,341,668
Amortization (Note 23) (1,032,799,966) (670,703,289)
Balance at end of year =255,848,278
P =481,930,412
P

22. Costs

This account consists of:

2023 2022 2021


Real Estate Operations
Cost of Rental Services
Depreciation and
amortization (Note 26) P
=4,802,828,946 =4,734,841,668
P =4,828,802,579
P
Property operations and
maintenance costs
(Note 11) 615,937,345 645,842,571 700,694,713
Accretion of security
deposits (Notes 15
and 25) 89,770,986 62,207,031 45,551,338
5,508,537,277 5,442,891,270 5,575,048,630
Cost of Real Estate Sales
(Note 9) 4,751,380,786 14,129,022,918 13,344,164,863

(Forward)
Cost of Amusement Services
Film rentals expense P
=340,526,439 =205,148,349
P =1,595,616
P
Others
Contracted services 472,780,342 348,488,841 269,922,155
Others 4,321,191,270 4,360,618,095 2,812,732,973
4,793,971,612 4,709,106,936 3,082,655,128
15,394,416,114 24,486,169,473 22,003,464,237
Hotel Operations
Cost of Room Services

265 *SGVFS187718*
2023 2022 2021
Property operations and
maintenance costs 665,670,879 450,974,353 233,504,672
Depreciation (Note 26) 682,419,107 502,334,493 418,165,445
1,348,089,986 953,308,846 651,670,117
Cost of Food and Beverage 635,296,957 360,272,831 120,156,022
Others
Salaries and wages (Note 25) 706,478,695 421,539,064 233,333,563
Contracted services 445,083,967 242,282,621 78,643,369
Management fees 67,339,231 30,009,000 4,459,753
Supplies 236,497,358 140,420,507 57,610,173
Commission 144,629,986 58,730,599 5,144,844
Others 544,951,665 346,889,672 223,524,197
2,144,980,902 1,239,871,463 602,715,899
4,128,367,845 2,553,453,140 1,374,542,038
P
=19,522,783,959 P
=27,039,622,613 P
=23,378,006,275

Other cost of real estate operations in the consolidated statements of income primarily consists of
common usage service area, contracted services, and cinema utilities among others.

23. General and Administrative Expenses

This account consists of:

2023 2022 2021


Salaries and wages (Notes 20, 24
and 30) P
=1,705,359,295 1,446,474,358 =1,277,751,666
P
Commission 1,059,450,260 696,599,428 626,019,755
Advertising and promotions 907,835,004 498,467,608 256,310,349
Taxes and licenses 759,095,175 1,149,801,383 891,231,180
Light, water and communication 189,982,534 127,893,072 111,602,214
Insurance 133,481,641 126,484,238 113,128,114
Association dues 117,319,933 93,145,706 48,973,657
Supplies 105,685,200 57,203,633 29,145,875
Travel and transportation 69,780,470 61,030,459 30,530,946
Rent (Note 34) 30,819,193 16,967,719 22,215,077
Entertainment, amusement and
recreation 29,400,309 16,318,999 8,110,257
Others 51,436,376 60,581,703 32,583,661
P
=5,159,645,390 =4,350,968,306
P =3,447,602,751
P
24. Personnel Expenses

Personnel expenses consist of:

2023 2022 2021


Salaries, wages and other staff costs P
=2,165,431,042 P
=1,664,751,800 P
=1,328,971,131
SSS contributions, PAG-IBIG
contributions, premiums and others 159,025,364 104,145,302 86,970,232
Pension expense (Note 30) 87,381,584 99,116,320 95,143,866
P
=2,411,837,990 P
=1,868,013,422 P
=1,511,085,229

The above amounts are distributed as follows:

266 *SGVFS187718*
2023 2022 2021
General and administrative (Note 23) P
=1,705,359,295 =
P1,446,474,358 P
=1,277,751,666
Hotel operations (Note 22) 706,478,695 421,539,064 233,333,563
P
=2,411,837,990 P
=1,868,013,422 =
P1,511,085,229

25. Other Income, Interest Income, Interest Expense and Finance Charges

Interest income consists of:

2023 2022 2021


Interest income:
Cash and cash equivalents
(Note 7) P
=156,766,546 =133,296,601
P =167,105,094
P
Interest income from installment
contract receivable -
recognized under real estate
sales (Note 21) 726,164,586 736,805,316 743,130,799
P
=882,931,132 =870,101,917
P =910,235,893
P

Interest expense consists of (Notes 16, 17 and 34):

2023 2022 2021


Loans payable (Note 16) P
=1,731,186,788 =1,053,223,580
P =1,426,827,563
P
Lease liabilities (Note 34) 174,579,053 177,423,132 152,761,675
Interest expense presented under
“Interest expense” 1,905,765,841 1,230,646,712 1,579,589,238
Accretion on deposits presented
under “Cost of rental
services” (Notes 15 and 22) 89,770,986 62,207,031 45,551,338
P
=1,995,536,827 =1,292,853,743
P =1,625,140,576
P

Capitalized borrowing costs for the years ended December 31, 2023, 2022 and 2021 are discussed in
Notes 9, 11, 12 and 16.

267 *SGVFS187718*
26. Depreciation and Amortization

This account consists of:

2023 2022 2021


Real estate (Notes 11, 12, 22
and 34)
Depreciation P
=4,743,030,207 =4,661,361,398
P =4,769,350,429
P
Amortization of ROU asset
(Note 34) 59,798,739 73,480,270 59,452,150
Hotel operations (Notes 12
and 22)
Depreciation 682,419,107 502,334,493 418,165,445
P
=5,485,248,053 =5,237,176,161
P =5,246,968,024
P

27. Income Tax

The Group’s current provision for (benefit from) income tax includes the regular corporate income
tax (RCIT), minimum corporate income tax (MCIT) and final tax paid at the rate of 20% for Peso
deposits and 7.50% for foreign currency deposits which are final withholding tax on gross interest
income. Details follow:

2023 2022 2021


Current
RCIT P
=1,248,346,605 =2,121,384,809 =
P P1,570,963,586
Final tax 187,962,035 159,799,598 10,696,584
MCIT 3,689,024 1,632,679 47,277
1,439,997,664 2,282,817,086 1,581,707,447
Deferred 409,204,426 (355,417,794) (1,602,156,036)
P
=1,849,202,090 =1,927,399,292
P (P
=20,448,589)

The reconciliation of statutory income tax rate to the effective income tax rate follows:

2023 2022 2021


Statutory income tax rate 25.00% 25.00% 25.00%
Reductions in income tax resulting from:
Income subjected to BOI, PEZA and lower tax (11.78) (8.50) (13.07)
Interest income subjected tofinal tax (1.07) (1.70) (1.23)
Tax exempt real estate sales ‒ (0.04) (0.01)
Effect of change in income tax rate pursuant to
the effectivity of CREATE Act ‒ ‒ (10.93)
Effective income tax rate 12.15% 14.76% (0.24%)

268 *SGVFS187718*
Deferred taxes as of December 31, 2023 and 2022 relate to the tax effects of the following:

2023 2022
Deferred tax assets:
Lease liabilities P
=640,868,215 =625,298,289
P
Pension liabilities 187,938,933 138,934,330
Accrued interest expense 154,558,196 142,821,239
Allowance for impairment loss 56,924,818 56,924,818
Accrued commissions 18,460,883 −
NOLCO 14,411,289 13,467,599
1,073,162,332 977,446,275
Deferred tax liabilities:
Excess of real estate revenue based on
percentage-of-completion over real estate
revenue based on tax rules (1,703,842,176) (1,449,264,837)
Unamortized capitalized interest expense (1,307,002,376) (1,234,430,597)
Accrued rent income (635,237,254) (574,710,060)
Right-of-use assets (608,506,424) (548,586,037)
Unamortized debt issuance cost (88,135,635) (62,666,084)
Unrealized foreign exchange gain (21,727,347) (21,449,199)
Fair value reserve of financial assets at FVOCI (625,860) (4,195,842)
Accrued commissions − (1,512,737)
(4,365,077,072) (3,896,815,393)
Net deferred tax liabilities (P
=3,291,914,738) (P
=2,919,369,118)

Benefit for deferred tax relating to remeasurements of defined benefit liability recognized directly
in equity amounted to =P133 million, P =158 million and =
P17 million for the years ended
December 31, 2023, 2022 and 2021, respectively. Provision for deferred tax relating to
remeasurements of defined benefit liability recognized directly in equity amounted to = P33 million,
=39 million and P
P =4 million for the years ended December 31, 2023, 2022 and 2021 respectively.

The Group has deductible temporary difference that is available for offset against taxable
income or tax payable for which deferred tax asset has not been recognized. This deductible
temporary difference with no deferred tax assets recognized in the consolidated financial statements
pertains to NOLCO of subsidiaries amounting to = P284 million and P
=276 million for the years ended
December 31, 2023 and 2022. The deferred tax assets of the above deductible temporary
differences for which no deferred tax assets have been recognized amounted to = P1 million and
=2 million as of December 31, 2023 and 2022.
P

As of December 31, 2023 and 2022 deferred tax liabilities have not been recognized on the
undistributed earnings and cumulative translation adjustment of foreign subsidiaries since the timing
of the reversal of the taxable temporary difference can be controlled by the Group and management
does not expect the reversal of the taxable temporary differences in the foreseeable future.

Bayanihan to Recover as One Act


On September 30, 2020, the BIR issued Revenue Regulations No. 25-2020 implementing
Section 4(bbbb) of “Bayanihan to Recover As One Act” which states that the NOLCO incurred for
taxable years 2020 and 2021 can be carried over and claimed as a deduction from gross income for
the next five (5) consecutive taxable years immediately following the year of such loss.

269 *SGVFS187718*
Details of NOLCO incurred which are available for offset against future taxable income are as follows:

Year incurred Amount Expired/Applied Balance Expiry Date


2023 =–
P =5,071,462
P P5,017,462
= December 31, 2026
2022 276,293,222 – =276,293,222
P December 31, 2025
2021 2,096,427 – 2,096,427 December 31, 2026
2020 150,926 – 150,926 December 31, 2025
2019 8,613,865 (8,613,865) ‒ December 31, 2022
=287,154,440
P =3,542,403)
(P =283,558,037
P

MCIT that can be used as deductions against income tax liabilities are as follows:

Year incurred Amount Expired/Applied Balance Expiry Date


2021 =39,942
P =39,942
P =–
P December 31, 2026
2020 2,002,924 2,002,924 – December 31, 2025
2019 4,699,110 4,699,110 – December 31, 2022
=6,741,976
P =6,741,976
P =–
P

Movements in NOLCO and MCIT follows:

NOLCO 2023 2022


Beginning balances P
=278,540,575 P10,861,218
=
Additions 5,017,462 276,293,222
Expirations – (8,613,865)
Ending balances P
=283,558,037 =278,540,575
P

MCIT 2023 2022


Beginning balances P
=‒ =6,741,976
P
Additions ‒ ‒
Applications and expirations ‒ (6,741,976)
Ending balances P
=‒ =‒
P

RCR being a REIT entity is entitled to the deductibility of dividend distribution from its taxable
income, provided it complies with the requirements under R.A. No. 9856 and IRR of R.A. No. 9856.

28. Registration with the Board of Investments (BOI) and the Philippine Economic Zone Authority
(PEZA)

Certain operations of the Group are registered with the BOI and PEZA as preferred pioneer and non-
pioneer activities. As registered enterprises, these consolidated subsidiaries are subject to some
requirements and are entitled to certain tax and non-tax incentives which are considered in the
computation of the provision for income tax.

Go Hotel Iligan
The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Go Hotel Iligan)”
on a Non-Pioneer status at a capacity of one hundred (100) rooms, under Certificate of Registration
No. 2017-235 dated August 16, 2017. Under the terms of its registration, the Group is entitled to
income tax holiday for a period of four (4) years from April 1, 2018 to March 31, 2022.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the deferment of income tax holiday incentive

270 *SGVFS187718*
availment. The Group is entitled for the remaining period of two (2) years and three (3) months from
January 1, 2022 to March 31, 2024.

Summit Hotel Tacloban


The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Summit Hotel
Tacloban)” on a Non-Pioneer status at a capacity of one hundred thirty-eight (138) rooms, under
Certificate of Registration No. 2017-236 dated August 16, 2017. Under the terms of its registration,
the Group is entitled to income tax holiday for a period of four (4) years from April 1, 2018 to
March 31, 2022.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the deferment of income tax holiday incentive
availment. The Group is entitled for the remaining period of two (2) years and three (3) months from
January 1, 2022 to March 31, 2024.

Dusit Thani Mactan Cebu


The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Dusit Thani
Mactan Cebu)” on a Non-Pioneer status at a capacity of two hundred seventy-two (272) rooms, under
Certificate of Registration No. 2019-061 dated March 28, 2019. Under the terms of its registration,
the Group is entitled to income tax holiday for a period of four (4) years from March 29, 2019 to
March 28, 2023.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the deferment of income tax holiday incentive
availment. The Group is entitled for the remaining period of three (3) years and three (3) months from
January 1, 2022 to March 28, 2025.

Summit Hotel Greenhills


The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Summit Hotel
Greenhills)” on a Non-Pioneer status at a capacity of one hundred (100) rooms, under Certificate of
Registration No. 2019-093 dated May 15, 2019. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of four (4) years from July 01, 2019 to June 30, 2023.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Article 7(14)(b) of EO
226 in relation to Board Resolution No. 10-03, Series of 2020, BOI granted the deferment of income
tax holiday incentive availment. The Group is entitled to the remaining period of three (3) years and
six (6) months from January 1, 2021 to June 30, 2024.

271 *SGVFS187718*
Summit Hotel Naga
The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Summit Hotel
Naga)” on a Non-Pioneer status at a capacity of sixty (60) rooms, under Certificate of Registration
No. 2020-210 dated October 28, 2020. Under the terms of its registration, the Group is entitled to
income tax holiday for a period of four (4) years from March 1, 2021 to February 28, 2025.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the movement of start of commercial operations
and ITH reckoning period. The Group is entitled to income tax holiday for a period of four (4) years
from January 1, 2023 to December 31, 2026.

Go Hotel Naga
The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Go Hotel Naga)”
on a Non-Pioneer status at a capacity of sixty-eight (68) rooms, under Certificate of Registration
No. 2020-211 dated October 28, 2020. Under the terms of its registration, the Group is entitled to
income tax holiday for a period of four (4) years from March 1, 2021 to February 28, 2025.
In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the movement of start of commercial operations
and ITH reckoning period. The Group is entitled to income tax holiday for a period of four (4) years
from January 1, 2023 to December 31, 2026.

The Westin Manila


The Group is duly registered with the BOI under Book 1 of the Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Westin Manila
Sonata Place Hotel)” on a Non-Pioneer status at a capacity of three hundred three rooms (303) rooms,
under Certificate of Registration No. 2020-231 dated December 16, 2020. Under the terms of its
registration, the Group is entitled to income tax holiday for a period of four (4) years from
March 1, 2022 to February 28, 2026.

In line with the impact of COVID-19 to the Group’s operations, pursuant to Rule 23, Section 2 of the
CREATE Implementing Rules and Regulations and Fiscal Incentive Review Board (FIRB)
Resolution No. 24-41, Series of 2021, BOI granted the movement of start of commercial operations
and ITH reckoning period. The Group is entitled to income tax holiday for a period of four (4) years
from January 1, 2023 to December 31, 2026.

Grand Summit Hotel General Santos


The Group is duly registered with the BOI under Republic Act. No. 11534 or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act and Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Grand Summit
Hotel General Santos)” at a capacity of one hundred two (102) rooms, under Certificate of
Registration No. 2021-184 dated December 3, 2021. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of six (6) years from December 3, 2021 to December 2,
2027.

272 *SGVFS187718*
Go Hotels Tuguegarao
The Group is duly registered with the BOI under Republic Act. No. 11534 or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act and Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “New Operator of Tourist Accommodation Facility (Go Hotels
Tuguegarao)” at a capacity of one thirty-six (136) rooms, under Certificate of Registration No. 2022-
061 dated May 13, 2022. Under the terms of its registration, the Group is entitled to income tax
holiday for a period of six (6) years from May 13, 2022 to May 13, 2028.

Crowne Plaza Manila Galleria


The Group is duly registered with the BOI under Republic Act. No. 11534 or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act and Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “Modernization of Tourist Accommodation Facility (Crowne Plaza
Manila Galleria)” at a capacity of two hundred sixty-four (264) rooms, under Certificate of
Registration No. 2023-187 dated October 13, 2023. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of three (3) years from March 1 2024 to February 28, 2027.

Holiday Inn Manila Galleria


The Group is duly registered with the BOI under Republic Act. No. 11534 or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act and Omnibus Investments Code of 1987,
otherwise known as E.O. 226 “Modernization of Tourist Accommodation Facility (Holiday Inn
Manila Galleria)” at a capacity of two hundred eighty-nine (289) rooms, under Certificate of
Registration No. 2023-188 dated October 13, 2023. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of three (3) years from March 1 2024 to February 28, 2027.

Fili Urban Resort Hotel


The Group is duly registered with the PEZA pursuant to its Charter and Title XIII of the National
Internal Revenue Code of 1997, as amended by Republic Act No. 11534, or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act as a Domestic Market Enterprise engaged in
tourism projects/activities, specifically the establishment of hotel and accommodations – Fili Urban
Resort Hotel at a capacity of 379 hotel rooms, under Certificate of Registration No. 2022-00101-
PEZA-DMM-I55-1 dated November 21, 2022. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of five (5) years up to November 2027.

Grand Summit Hotel


The Group is duly registered with the PEZA pursuant to its Charter and Title XIII of the National
Internal Revenue Code of 1997, as amended by Republic Act No. 11534, or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act as a Domestic Market Enterprise engaged in
tourism projects/activities, specifically the establishment of hotel and accommodations – Grand
Summit Hotel at a capacity of 360 hotel rooms, under Certificate of Registration No. 2022-00102-
PEZA-DMM-I55-2 dated November 21, 2022. Under the terms of its registration, the Group is
entitled to income tax holiday for a period of five (5) years up to November 2027.

Nustar Hotel
The Group is duly registered with the PEZA pursuant to its Charter and Title XIII of the National
Internal Revenue Code of 1997, as amended by Republic Act No. 11534, or the Corporate Recovery
and Tax Incentives for Enterprises (CREATE) Act as a Domestic Market Enterprise engaged in
tourism projects/activities, specifically the establishment of hotel and accommodations – Nustar Hotel
at a capacity of 259 hotel rooms, under Certificate of Registration No. 2023-00012-PEZA-DMM-I55-
3 dated February 14, 2023. Under the terms of its registration, the Group is entitled to income tax
holiday for a period of five (5) years up to February 2028.

Robinsons Cybergate Center


The Group is also registered with PEZA (beginning February 8, 2006) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone

273 *SGVFS187718*
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution No.
00-262 dated August 17, 2003, for creating and designating 11,125 square meters of land located at
Araneta Singcang St., Barrio Tangub, National Road, Bacolod City, Negros Occidental as an IT Park
to be known as The Robinsons Cybergate Center. Under the terms of its registration, the Group is
entitled to certain tax and nontax incentives which include, among others, 5% special tax regime.

Robinsons Place Lipa


The Group is also registered with PEZA (beginning November 3, 2006) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
No. 00-262 dated August 17, 2003, for creating and designating 65,399 square meters of land located
at JP Laurel Highway, Mataas na Lupa, Lipa City, Batangas as an IT Park to be known as
The Robinsons Place Lipa. Under the terms of its registration, the Group is entitled to certain tax and
nontax incentives which include, among others, 5% special tax regime.

Cainta Junction
The Group is also registered with PEZA (beginning October 28, 2005) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
No. 00-262 dated August 17, 2003, for creating and designating 19,522 square meters of land located
at Ortigas Avenue Extension, Cainta Junction, Cainta, Rizal as an IT Park to be known as
The Robinsons Cyberpark. Under the terms of its registration, the Group is entitled to certain tax and
nontax incentives which include, among others, 5% special tax regime.

Robinsons Luisita
The Group is also registered with PEZA (beginning December 10, 2008) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
No. 08-183 dated March 31, 2008, designating a building with a gross floor area of 9,025 square
meters, which stands on a 12,703 square meter lot located at McArthur Highway, San Miguel, Tarlac
as Information Technology (IT) Center, henceforth to be known as Robinsons Luisita. On
January 5, 2017, the expansion of the existing Robinsons Luisita, specifically the construction of
additional 3-storey office building which shall increase the gross floor area of the IT Center from
9,025 square meters to 15,330.82 square meters, has also been registered with PEZA. Under the
terms of its registration, the Group’s expansion is entitled to certain tax and nontax incentives which
include, among others, 5% special tax regime.

Cybergate Naga
This is a PEZA-registered, five-storey office development located in the Robinsons Place Naga
complex in Roxas Avenue, Naga City in the province of Camarines Sur. The three floors of office
space (i.e., the third to fifth floors) with an aggregate GLA of 6,070 sqm and related machinery and
improvements to the Cybergate Naga building are owned by RL Commercial REIT (RCR), one of the
Company’s subsidiaries. The rest of the building will continue to be owned by the Parent Company.
In addition, RCR executed an agreement with the Parent Company to lease the land where the
building stands for a 99-year term at a land lease rate that is 7% of Cybergate Naga’s Rental Income
per month. There are no adverse claims on the land leased from the Parent Company. Subject to such
land lease, the Parent Company will continue to own the land where the building is located.

Cybergate Delta 1
This is a Grade A, PEZA-registered, five-storey office development located in Robinsons Cyberpark
Davao along J.P. Laurel Avenue, Davao City in the province of Davao. The building has an aggregate
GLA of 11,910 sqm. RCR owns the Cybergate Delta 1 building. In addition, RCR executed an
agreement with the Parent Company to lease the land where the building stands for a 99-year term at a
land lease rate that is 7% of Cybergate Delta 1’s Rental Income per month. There are no adverse

274 *SGVFS187718*
claims on the land leased from the Parent Company. Subject to such land lease, the Parent Company
will continue to own the land where the building is located.
Robinsons Cyberpark Davao
The Group is also registered with PEZA (beginning October 3, 2017) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
No. 16-377 dated June 28, 2016, for creating and designating 12,022 square meters, more or less, of
land located along J.P. Laurel Avenue, Davao City as an IT Park, to be known as Robinsons
Cyberpark Davao. Under the terms of its registration, the Group is entitled to certain tax and nontax
incentives which include, among others, 5% special tax regime.

Robinsons Galleria Cebu


The Group is also registered with PEZA (beginning July 12, 2013) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 12-001 dated January 17, 2012, for creating and designating a building
with an area of 46,345 square meters, more or less, located at General Maxilom Avenue, Cebu City as
Information Technology (IT) Center, to be known as Robinsons Galleria Cebu. Under the terms of its
registration, the Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA
incentives under RA 7916, as amended.
Robinsons Place Ilocos Norte Expansion
The Group is also registered with PEZA (beginning May 13, 2016) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 15-271 dated May 28, 2015, for creating and designating a building
located at Barangay 1 San Francisco, San Nicolas, Ilocos Norte, with an aggregate land area of 26,537
square meters, more or less, as Information Technology (IT) Center, to be known as Robinsons Place
Ilocos Norte Expansion. Under the terms of its registration, the Group is entitled to certain tax and
nontax incentives which include, among others, 5% special tax regime.
Cyberscape Gamma
The Group is also registered with PEZA (beginning July 16, 2015) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 15-377 dated January 16, 2015, for creating and designating a building
which stands on a 1,954.50 square meters, more or less, lot located at Topaz and Ruby Roads, Ortigas
Center, Pasig City as Information Technology (IT) Center, to be known as Cyberscape Gamma.
Under the terms of its registration, the Group, as the Developer/Operator of the IT Center, shall not be
entitled to PEZA incentives.

275 *SGVFS187718*
Robinsons Starmills Pampanga
The Group is also registered with PEZA (beginning September 11, 2007) as a pioneer enterprise
under the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
No. 06-544 dated November 28, 2006, for creating and designating a building established on parcels
of land containing an aggregate area of 238,324 square meters, more or less, located at Gapan-
Olongapo Road, Brgy. San Jose, San Fernando, Pampanga as an Information Technology (IT) Center,
to be known as Robinsons Starmills Pampanga. Under the terms of its registration, the Group, as the
Developer/Operator of the IT Center, shall not be entitled to PEZA incentives.

On May 23, 2017, the Group also registered for the construction, operation, and management of a
6-level building with a gross floor area of 12,503.25 square meters to be annexed into its existing
Robinsons Starmills Pampanga IT Center under resolution No. 17-276. Under the terms of its
registration, the Group is entitled to certain tax and nontax incentives which include, among others,
5% special tax regime.

Robinsons Summit Center


This is a Grade A, PEZA-registered, 37-storey office tower with four basement levels located along
Ayala Avenue in the Makati City CBD, Metro Manila. RCR owns 31 office condominium units and
301 parking slots, together with certain machinery and equipment in the Robinsons Summit Tower
with an aggregate GLA of 31,394 sqm. As a condominium owner, RCR also owns an undivided
interest in the land on which the Robinsons Summit Tower is located.

Robinsons Equitable Tower


This is a Grade A, PEZA-registered, 45-storey office tower with four basement levels developed by
Robinsons Land Corporation and located in the Ortigas Center CBD, Pasig City, Metro Manila. RCR
owns 27.2% of the units/ 96 office condominium units and 38 parking slots in the Robinsons
Equitable Tower with an aggregate GLA of 14,365 sqm. As a condominium owner, RCR also owns
an undivided interest in the land on which the Robinsons Equitable Tower is located.

Cyberscape Alpha
This is a Grade A, PEZA-registered, 25-storey building with seven basement levels and a roof deck,
located along Sapphire and Garnet Roads within the Ortigas Center CBD, Pasig City, Metro Manila
with an aggregate GLA of 49,902 sqm. The building has three hotel floors with an approximate area
of 6,320 sqm occupied by GO Hotels and retail spaces at the ground floor. The office floors are
located from the 5th to the 26th levels. The Company owns the Cyberscape Alpha Building; in
addition, RCR executed an agreement with the Parent Company to lease the land where the building
stands for a 99-year term at a land lease rate that is 7% of Cyberscape Alpha’s Rental Income per
month. There are no adverse claims on the land leased from the Parent Company. Subject to such land
lease, the Parent Company will continue to own the land where the building is located.

Cyberscape Beta
This is a Grade A, PEZA-registered, 36-storey building with four basement levels, a mezzanine and a
roof deck, located along Topaz and Ruby Roads within the Ortigas Center CBD, Pasig City, Metro
Manila. The building has an aggregate GLA of 42,245 sqm comprising retail spaces located at the
ground and mezzanine floors and office spaces located from the 9th to the 37th levels. RCR owns the
Cyberscape Beta building; in addition, RCR executed an agreement with the Parent Company to lease
the land where the building stands for a 98-year term at a land lease rate that is 7% of Cyberscape
Beta’s Rental Income per month. There are no adverse claims on the land leased from the Parent
Company. Subject to such land lease, the Parent Company will continue to own the land where the
building is located.
Tera Tower
This is a PEZA-registered, LEED Gold certified, Prime Grade, 20-storey building with one basement
level and a roof deck, located within the Bridgetowne Complex in C-5 Road, Ugong Norte in Quezon

276 *SGVFS187718*
City, Metro Manila and in proximity to the Ortigas Center CBD. The building has retail support at the
ground floor and office spaces located at the 6th to 20th floors with an aggregate GLA of 35,087 sqm.
RCR owns the Tera Tower; in addition, RCR executed an agreement with the Parent Company to
lease the land where the building stands for a 98-year term at a land lease rate that is 7% of Tera
Tower’s Rental Income per month. There are no adverse claims on the land leased from the Parent
Company. Subject to such land lease, the Parent Company will continue to own the land where the
building is located.

Exxa-Zeta Tower
This is a PEZA-registered, LEED Silver certified, Prime Grade, twin tower office building located
within the Bridgetowne Complex in C-5 Road, Ugong Norte in Quezon City, Metro Manila and in
proximity to the Ortigas Center CBD. The Exxa Tower and the Zeta Tower each have 20 storeys and
share a common retail area spanning two floors and podium parking floors from second to the
fifth floors. The Exxa Tower has GLA of 39,280 sqm while Zeta Tower has GLA of 35,303 for a
combined aggregate GLA of 74,584 sqm. RCR owns the Exxa-Zeta Tower; in addition, RCR
executed an agreement with the Parent Company to lease the land where the buildings stand for a
99-year term at a land lease rate that is 7% of Exxa-Zeta Tower’s rental income per month. There are
no adverse claims on the land leased from the Parent Company. Subject to such land lease, the Parent
Company will continue to own the land where the towers are located.

Robinsons Cybergate Center 2


This is a Grade A, PEZA-registered, 27-storey office building, located in Robinsons Cybergate
Complex, a mixed-use development located along the major thoroughfare of EDSA corner Pioneer
Street in Mandaluyong City, Metro Manila. The office building has a GLA of 43,672 sqm and is
owned by RCR. Both the building and the land where Robinsons Cybergate Center 2 is located are
owned by the parent Company. RCR entered into an agreement with the Parent Company to lease the
Robinsons Cybergate Center 2 building for 98 years at a building lease rate that is 7% of Robinsons
Cybergate Center 2’s Rental Income per month. Subject to such lease, the Parent Company will
continue to own the building and the land where the building is located. Under applicable law, the
maximum lease term is 99 years. In those cases where two Properties are in the same vicinity, such as
Robinsons Cybergate Center 2 and Robinsons Cybergate Center 3, the lease terms are a combination
of 99 years and 98 years such that the lease would not expire at the same time. The Cybergate Center
Buildings are adjacent to a mall and fall under a single tax title. As such, the Sponsor decided to
carve-out and lease the Cybergate Center Buildings, which are office buildings, to avoid subjecting
potential REIT investors to the uncertainty of the retail market at this time.

Robinsons Cybergate Center 3


This is a Grade A, PEZA-registered, 27-storey office building, located in Robinsons Cybergate
Complex, a mixed-use development located along the major thoroughfare of EDSA corner Pioneer
Street in Mandaluyong City, Metro Manila. The office building has a GLA of 44,614 sqm and is
owned by the Parent Company. Both the building and the land where Robinsons Cybergate Center 2
is located are owned by the Parent Company. RCR entered into an agreement with the Parent
Company to lease the Robinsons Cybergate Center 3 building for 99 years at a building lease rate that
is 7% of Robinsons Cybergate Center 3’s Rental Income per month. Subject to such lease, the Parent
Company will continue to own the building and the land where the building is located. Under
applicable law, the maximum lease term is 99 years. In those cases where two Properties are in the
same vicinity, such as Robinsons Cybergate Center 2 and Robinsons Cybergate Center 3, the lease
terms are a combination of 99 years and 98 years such that the lease would not expire at the same
time. The Cybergate Center Buildings are adjacent to a mall and fall under a single tax title. As such,
the Parent Company decided to carve-out and lease the Cybergate Center Buildings, which are office
buildings, to avoid subjecting potential REIT investors to the uncertainty of the retail market at this
time.

Robinsons Cybergate Cebu

277 *SGVFS187718*
This is a PEZA-registered, seven-storey building with three basement levels and roof deck, mixed-
used building located in Fuente Osmena Circle, Cebu City in the province of Cebu. The Fuente
Osmena Circle is a famous landmark in Cebu City and is surrounded by commercial establishments
such as hotels, restaurants, banks, convenience stores, offices and shopping centers. The building has
a retail mall at the ground floor and three floors of office space. The three floors of office space
(i.e., the fifth to seventh floors) with an aggregate GLA of 6,866 sqm and related machinery and
improvements to the building are owned by RCR. The rest of the building will continue to be owned
by the Parent Company. In addition, RCR executed an agreement with the Parent Company to lease
the land where the building stands for a 98-year term at a land lease rate that is 7% of Robinsons
Cybergate Cebu’s Rental Income per month. There are no adverse claims on the land leased from the
Parent Company. Subject to such land lease, the Sponsor will continue to own the land where the
building is located.

Galleria Cebu
This is a Grade A, PEZA-registered, office development integrated with the Robinsons Galleria Cebu
mall located in General Maxilom Avenue, corner Sergio Osmena Boulevard, Cebu City in the
province of Cebu. The four-storey building has a retail mall and office space with two basement
levels and a roof deck. The two floors of office space (i.e., the third and fourth floor) with an
aggregate GLA of 8,851 sqm and related machinery and improvements to the Robinsons Galleria
Cebu building are owned by RCR. The rest of the building will continue to be owned by the Parent
Company. In addition, RCR executed an agreement with the Parent Company to lease the land where
the building stands for a 99-year term at a land lease rate that is 7% of Galleria Cebu’s Rental Income
per month. There are no adverse claims on the land leased from the Parent Company. Subject to such
land lease, the Sponsor will continue to own the land where the building is located.

Bridgetowne
The Group is also registered with PEZA (beginning June 26, 2015) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 13-182 dated March 22, 2013, for creating and designating several
parcels of land located along C-5 Road, Ugong Norte, Quezon City, with an aggregate area of 79,222
square meters as Information Technology (IT) Park, to be known as Bridgetowne. Under the terms of
its registration, the Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA
incentives.

Cyber Sigma
This is a Grade A, PEZA-registered, 20-storey office development, located in Lawton Avenue,
McKinley West, Fort Bonifacio, Taguig City, Metro Manila and in proximity to the Bonifacio Global
City and Makati City CBDs. The office project has an aggregate GLA of 49,970 sqm. RCR owns the
Cyber Sigma building. The building is located on land leased by the Sponsor from the Bases
Conversion Development Authority (BCDA) under a 25-year term lease agreement which
commenced in 2014, and which the Parent Company assigned to RCR. There are no adverse claims
on the land leased from BCDA. The lease is renewable for another 25 years and includes an Option to
Purchase the land and its improvements from BCDA on the 24th year of the initial lease period.

Luisita BTS 1
This is a PEZA-registered, three-storey build to suit office development dedicated to one IT-BPM
tenant located in the Robinsons Luisita Complex, McArthur Highway, Barangay SanMiguel, Tarlac
City in the province of Tarlac. The Luisita Complex is a mix of commercial, industrial and residential
developments and accessible from other areas of Tarlac province and Central Luzon. The building
was custom built to suit the requirements of the tenant and has a GLA of 5,786 sqm. RCR owns the
Luisita BTS 1 building. In addition, RCR executed an agreement with the Parent Company to lease
the land where the building stands for a 99-year term at a land lease rate that is 7% of Luisita BTS 1’s
Rental Income per month. There are no adverse claims on the land leased from the Parent Company.

278 *SGVFS187718*
Subject to such land lease, the Parent Company will continue to own the land where the building is
located.

Robinsons Luisita 2
The Group is also registered with PEZA (beginning June 25, 2020) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution No. 19-004 dated
January 16, 2019, for the declaration of a 2-storey building (with roofdeck) with gross floor area of
5,033.35 square meters, more or less, located at McArthur Highway, San Miguel, Tarlac City, as
Special Economic Zone (Information Technology (IT) Center) to be known as Robinsons Luisita 2.
Under the terms of its registration, the Group is entitled to certain tax and nontax incentives which
include, among others, 5% special tax regime.

Robinsons Luisita 3
The Group is also registered with PEZA (beginning March 4, 2021) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution No. 19-429 dated
August 29, 2019, for creating and designating a building with a gross floor area of 6,737.45 square
meters, more or less, and the parcel of land upon which the building stands with an area of
3,254.73 square meters, located along McArthur Highway, San Miguel, Tarlac City as an Information
Technology (IT) Center - Special Economic Zone to be known as Robinsons Luisita 3. Under the
terms of its registration, the Group is entitled to certain tax and nontax incentives which include,
among others, 5% special tax regime.

Robinsons Cybergate Magnolia


The Group is also registered with PEZA (beginning April 12, 2019) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution No. 17-101 dated
February 21, 2017 as amended by Board Resolution No. 18-244 dated May 22, 2018, for the
declaration of a proposed building, which shall stand on a 2,076.43 square meters, more or less, lot
located at Aurora Boulevard corner Dona Hemady Street, Quezon City, as Information Technology
(IT) Center, to be known as Robinsons Cybergate Magnolia. Under the terms of its registration, the
Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA incentives.

Robinsons Place Dasmarinas


The Group is also registered with PEZA (beginning November 28, 2008) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
Nos. 00-411 dated December 29, 2000 and 08-081 dated February 15, 2008, for creating and
designating a building with an area of 45,581 square meters, more or less, located at Aguinaldo
Highway cor. Governor's Drive, Sitio Pala-pala, Brgy. Sampaloc, Dasmarinas, Cavite as Information
Technology (IT) Center, to be known as Robinsons Place Dasmarinas. Under the terms of its
registration, the Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA
incentives under RA 7916, as amended.

Robinsons Otis
The Group is also registered with PEZA (beginning June 05, 2008) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 07-141 dated April 18, 2007, for creating and designating a building
with an area of 32,976 square meters, more or less, located at Paz Mendiola Guanzon Street, Paco,
Manila as Information Technology (IT) Center, to be known as Robinsons Otis. Under the terms of
its registration, the Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA
incentives under RA 7916, as amended.

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Robinsons Cagayan De Oro
The Group is also registered with PEZA (beginning May 09, 2008) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 07-465 dated October 10, 2007, for creating and designating a building
with an area of 18,450 square meters, more or less, located at Rosario Crescent corner Florentino
Street, Limketkai Center, Cagayan de Oro City as Information Technology (IT) Center, to be known
as Robinsons Cagayan De Oro. Under the terms of its registration, the Group, as the
Developer/Operator of the IT Center, shall not be entitled to PEZA incentives under RA 7916, as
amended.

Robinsons Place Sta. Rosa


The Group is also registered with PEZA (beginning February 07, 2008) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of
1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-
411 dated December 29, 2000 and 06-545 dated November 28, 2006, for creating and designating a
building with an area of 37,382 square meters, more or less, located at Brgy. Tagapo, Sta. Rosa,
Laguna as Information Technology (IT) Center, to be known as Robinsons Place Sta. Rosa. Under
the terms of its registration, the Group, as the Developer/Operator of the IT Center, shall not be
entitled to PEZA incentives under RA 7916, as amended.

Robinsons Place Iloilo


The Group is also registered with PEZA (beginning June 12, 2007) as a pioneer enterprise under the
Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone Act of 1995,
as amended, its Implementing Rules and Regulations” and PEZA Board Resolution Nos. 00-411
dated December 29, 2000 and 07-057 dated February 13, 2007, for creating and designating a
building with an area of 78,158 square meters, more or less, located at Ledesma St., Iloilo City as
Information Technology (IT) Center, to be known as Robinsons Place Iloilo. Under the terms of its
registration, the Group, as the Developer/Operator of the IT Center, shall not be entitled to PEZA
incentives under RA 7916, as amended.

Robinsons Place Novaliches


The Group is also registered with PEZA (beginning December 07, 2004) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
Nos. 00-411 dated December 29, 2000 and 04-211 dated June 25, 2004, for creating and designating a
building with an area of 55,765 square meters, more or less, located at 1199 Quirino Highway corner
Maligaya Road, Barangay Pasong Putik, Novaliches, Quezon City as Information Technology (IT)
Center, to be known as Robinsons Place Novaliches. Under the terms of its registration, the Group, as
the Developer/Operator of the IT Center, shall not be entitled to PEZA incentives under RA 7916, as
amended.

Cybergate Iloilo Towers


The Group is also registered with PEZA (beginning February 10, 2022) as a pioneer enterprise under
the Section 6 of Republic Act No. 7916, otherwise known as “The Special Economic Zone
Act of 1995, as amended, its Implementing Rules and Regulations” and PEZA Board Resolution
Nos. 20-048 dated February 7, 2020 June 25, 2004, for creating and designating a building with an
area of 94,998 square meters, more or less, located at Barangay Ungka II, Municapality of Pavia,
Province of Iloilo as Information Technology (IT) Center, to be known as Cybergate Iloilo Towers.
Under the terms of its registration, the Group is entitled to certain tax and nontax incentives which
include, among others, 5% special tax regime.

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29. Basic/Diluted Earnings Per Share

Earnings per share amounts were computed as follows:

2023 2022 2021


a. Net income attributable to equity
holders of Parent Company P12,062,323,399
= =9,749,954,153
P =8,062,990,250
P
b. Weighted average number of
common shares outstanding
adjusted (Note 19) 4,911,813,044 5,108,657,368 5,191,205,293
c. Earnings per share (a/b) =2.46
P =1.91
P =1.55
P

There were no potential dilutive shares for the years ended December 31, 2023, 2022 and 2021.

30. Employee Benefits

Pension Plans
The Group has funded, noncontributory, defined benefit pension plans covering all of its regular
employees.

It provides benefits based on a number of month’s salary for every year of service. Under the existing
regulatory framework, Republic Act 7641, The Retirement Pay Law, requires a provision for
retirement pay to qualified private sector employees in the absence of any retirement plan in the
entity, provided however that the employee’s retirement benefits under any collective bargaining and
other agreements shall not be less than those provided under the law. The law does not require
minimum funding of the plan.

The pension funds are being administered and managed through JG Summit Multi-Employer
Retirement Plan (the “Plan”), with Robinsons Bank Corporation (RBC) as Trustee. The plans
provide for retirement, separation, disability and death benefits to their members. The Group,
however, reserves the right to discontinue, suspend or change the rates and amounts of their
contributions at any time on account of business necessity or adverse economic conditions. The
retirement plan has an Executive Retirement Committee, which is mandated to approve the plan, trust
agreement, investment plan, including any amendments or modifications thereto, and other activities
of the Plan. Certain members of the BOD of the Parent Company are represented in the Executive
Retirement Committee. RBC manages the plan assets based on the mandate as defined in the trust
agreement.

The components of pension expense (included in “Personnel expenses” under “Costs and General and
administrative expenses” in the consolidated statements of comprehensive income) follow:

2023 2022 2021


Service cost P
=49,149,304 =67,843,120
P =70,206,866
P
Net interest cost 38,232,280 31,273,200 24,927,000
Pension expense P
=87,381,584 =99,116,320
P =95,133,866
P

There are no plan amendments, curtailments or settlements for the years ended December 31, 2023,
2022 and 2021.

The amounts recognized as pension liabilities included under “Contract Liabilities, Deposit and other
noncurrent liabilities” in the consolidated statements of financial position follow:

2023 2022
Present value of defined benefit obligation P
=770,765,644 =627,058,763
P

281 *SGVFS187718*
Fair value of plan assets (19,009,913) (71,321,445)
Pension liabilities P
=751,755,731 =555,737,318
P

Changes in net defined benefit liability of funded plan assets follow:

2023
Present value of Net defined
defined benefit Fair value of benefit
obligation plan assets liability/(asset)
Balance at January 1, 2023 P
=627,058,763 P
=71,321,445 P
=555,737,318
Net benefit cost in consolidated statement of
comprehensive income:
Current service cost 49,149,304 49,149,304
Net interest cost 43,154,147 4,921,867 38,232,280
Subtotal 92,303,451 4,921,867 87,381,584
Benefits paid – (75,984,090) 75,984,090
Remeasurements in other comprehensive income:
Actuarial changes arising from
experience adjustments 58,613,291 – 58,613,291
Actuarial changes arising from changes
in financial/demographic
assumptions 70,641,714 – 70,641,714
Return on plan assets (3,700,497) 3,700,497
Subtotal 129,255,005 (3,700,497) 132,955,502
Contributions paid (77,851,575) 22,451,188 (100,302,763)
Balance at December 31, 2023 P
=770,765,644 P
=19,009,913 P
=751,755,731

282 *SGVFS187718*
2022
Present value of
defined benefit Fair value of Net defined benefit
obligation plan assets liability/(asset)
Balance at January 1, 2022 =715,238,136
P =83,551,803
P P631,686,333
=
Net benefit cost in consolidated statement of
comprehensive income:
Current service cost 67,843,120 – 67,843,120
Net interest cost 35,466,126 4,192,926 31,273,200
Subtotal 103,309,246 4,192,926 99,116,320
Benefits paid – (16,269,602) 16,269,602
Remeasurements in other comprehensive income:
Actuarial changes arising from
experience adjustments (21,553,775) – (21,553,775)
Actuarial changes arising from changes
in financial/demographic
assumptions (153,665,242) – (153,665,242)
Return on plan assets – (15,154,643) 15,154,643
Subtotal (175,219,017) (15,154,643) (160,064,374)
Contributions paid (16,269,602) 15,000,961 (31,270,563)
Balance at December 31, 2022 =627,058,763
P =71,321,445
P =555,737,318
P

2021
Present value of
defined benefit Fair value of Net defined benefit
obligation plan assets liability/(asset)
Balance at January 1, 2021 =765,271,635
P =98,989,415
P P666,282,219
=
Net benefit cost in consolidated statement of
comprehensive income:
Current service cost 70,216,866 – 70,216,866
Net interest cost 28,680,163 3,753,163 24,927,000
Subtotal 98,897,029 3,753,163 95,143,866
Benefits paid – (11,451,686) 11,451,686
Remeasurements in other comprehensive income:
Actuarial changes arising from
experience adjustments 20,992,516 – 20,992,516
Actuarial changes arising from changes
in financial/demographic
assumptions (136,597,243) – (136,597,243)
Return on plan assets – (19,338,849) 19,338,849
Subtotal (115,604,727) (19,338,849) (96,265,878)
Contributions paid (33,325,801) 11,599,760 (44,925,560)
Balance at December 31, 2021 =715,238,136
P =83,551,803
P =631,686,333
P

The major categories and corresponding fair values of plan assets by class of the Group’s Plan as at
the end of each reporting period are as follows:

2023 2022
Cash and cash equivalents:
Savings deposit account P
=2,201,936 =5,423,442
P
Other securities 6,271,419 8,131,786
8,473,355 13,555,228
Investment in debt instruments:
Fixed rate bonds 10,250,607 19,657,606
Other debt instruments 7,000 7,872,706
10,257,607 27,530,312

(Forward)
Accrued interest receivable P
=171,801 P252,455
=
Other assets 552,262 29,987,003
Accrued trust and management fee payable (445,112) (3,553)

283 *SGVFS187718*
2023 2022
P
=19,009,913 =71,321,445
P

The composition of the fair value of the Fund includes:

 Cash and cash equivalents - include savings and time deposit with various banks and special
deposit account with Bangko Sentral ng Pilipinas.

 Investment in debt instruments - include investment in long-term debt notes and retail bonds
issued by locally listed entities.

 Accrued interest receivable and other receivable - include interest earned from investments and
receivable from affiliated companies.

The plan asset has no investment in the Parent Company as of December 31, 2023 and 2022.

The plan assets have diverse investments and do not have any concentration risk.

The management performs an asset-liability matching strategy annually. The overall investment
policy and strategy of the Group’s defined benefit plans is guided by the objective of achieving an
investment return which, together with contributions, ensures that there will be sufficient assets to pay
pension benefits as they fall due while also mitigating the various risk of the plans.

The overall expected rates of return on assets are based on the market expectations prevailing as at the
reporting date, applicable to the period over which the obligation is settled.

The Group expects to contribute =


P106 million to the defined benefit pension plans in 2024.

The average duration of the defined benefit obligation of the Group as of December 31, 2023
and 2022 is 21.33 and 9 years, respectively.

The principal assumptions used to determine the pension benefits of the Group follow:

2023 2022
Discount rate 6.05% to 7.17% 6.90% to 7.20%
Rate of salary increase 5.00% to 5.50% 5.00%

There are no unusual or significant risks to which the Plan exposes the Group. However, in the event
a benefit claim arises under the Retirement Plan and the Retirement Fund is not sufficient to pay the
benefit, the unfunded portion of the claim shall immediately be due and payable from the Group to
the Retirement Fund.

284 *SGVFS187718*
The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumption on the retirement benefit obligation as of December 31, 2023 and 2022,
assuming all other assumptions were held constant.

It should be noted that the changes assumed to be reasonably possible at the valuation date are open
to subjectivity, and do not consider more complex scenarios in which changes other than those
assumed may be deemed to be more reasonable.

The balances below show the addition/reduction in pension obligation assuming assumptions are
changed:

Increase (decrease) on pension liabilities


2023 2022
Discount rates +1.00% (P
=54,483,221) =51,189,310)
(P
-1.00% 61,707,052 58,400,283

Salary increase rates +1.00% P61,761,733


= =57,886,520
P
-1.00% (56,590,101) (51,718,732)

Shown below is the maturity analysis of the undiscounted benefit payments of the Group:

2023 2022
Less than 1 year P
=73,517,965 =50,816,097
P
More than 1 years to 5 years 345,083,489 205,741,266
More than 5 years to 10 years 574,907,962 364,960,973
More than 10 years to 15 years 442,478,111 244,861,054
More than 15 years to 20 years 422,638,958 175,579,854
More than 20 years 991,296,655 332,377,629

31. Investments in Associate, Joint Ventures and Advances

Investments in Joint Ventures


This account consists of the following:

Percentage of
ownership 2023 2022
RHK Land Corporation 60.00 P
=1,373,885,453 =1,022,365,924
P
Robinsons DoubleDragon Corp. 65.72 672,898,840 672,520,252
RLC DMCI Property Ventures, Inc. 50.00 516,886,718 442,060,861
Shang Robinsons Properties, Inc.* 50.00 3,367,913,621 329,666,522
GoTyme Bank Corporation 20.00 393,001,895 338,260,695
Balance at end of year P
=6,324,586,527 =2,804,874,254
P
*Net of deferred gain from sale of land offset against the carrying amount of investment in 2021.

285 *SGVFS187718*
Details and movements of investments are as follows:

2023 2022
Investment in stocks - cost:
Balance at beginning of year P
=4,146,619,188 =P3,790,088,855
Additions 566,025,957 356,530,333
Balance at end of year 4,712,645,145 4,146,619,188
Accumulated equity in net earnings:
Balance at beginning of year 2,104,428,315 620,207,514
Equity in net earnings during the year* (Note 21) 2,200,900,114 1,484,220,801
Balance at end of year 4,305,328,429 2,104,428,315
Unrealized gain on sale and interest income
Balance at beginning of year (3,446,173,249) (3,910,445,446)
Equity in net earnings during the year (Note 21) 752,786,202 464,272,197
Balance at end of year (2,693,387,047) (3,446,173,249)
P
=6,324,586,527 P=2,804,874,254
*The equity in net earnings from joint ventures amounted to =
P 2,712.18 million and =
P 1,702.49 million in 2023 and
2022, respectively.

Joint Venture with Hong Kong Land Group


In 2018, the Parent Company also entered into a contract to sell a parcel of land located within the
Bridgetowne Complex in Pasig City with RHK Land Corporation (RHK Land). Total selling price of
the land is =P2,706 million was paid in full in 2018. As the project is ongoing development, the
payments received from RHK Land was presented as contract liabilities, deposits and other current
liabilities in consolidated statement of financial position as of December 31, 2020.

In 2021, the development of this property was completed and all commitments and obligations of the
Parent Company to RHK Land were fulfilled. Accordingly, the amounts that are previously under
contract liabilities were recognized as real estate revenue in 2021.

On February 5, 2018, the Parent Company’s BOD approved the agreement with Hong Kong Land
Group (HKLG) represented by Hong Kong Land International Holdings, Ltd. and its subsidiary Ideal
Realm Limited to form a joint venture corporation (JVC).

On June 14, 2018, RHK Land Corporation (RHK Land), the JVC, was incorporated. RLC and HKLG
owns 60% and 40%, respectively, of the outstanding shares in RHK Land. The principal office of the
JVC is at 12F Robinsons Cyberscape Alpha, Sapphire and Garnet Roads, Ortigas Center, Pasig City.

RLC and HKLG, through RHK Land, shall engage in the acquisition, development, sale and leasing
of real property. RHK Land shall initially undertake the purchase of a property situated in Block 4 of
Bridgetowne East, Pasig City, develop the property into a residential enclave and likewise carry out
the marketing and sales of the residential units. RHK Land also plans to pursue other development
projects.

The investment in RHK Land is accounted as an investment in joint venture using equity method of
accounting because the contractual arrangement between the parties establishes joint control.

286 *SGVFS187718*
Summarized financial information of RHK Land, presented in Philippine Peso, which is its functional
and presentation currency and prepared in accordance with PFRSs as at and for the years ended
December 31, 2023 and 2022 are as follows:

Summarized statements of financial position


2023 2022
Current assets P
=3,576,738,043 =P3,833,939,268
Noncurrent assets 3,760,802,141 1,818,674,148
Current liabilities (1,307,424,543) (707,474,418)
Noncurrent liabilities (2,551,778,540) (1,942,914,590)
Equity 3,478,337,101 3,002,224,408
Proportion of Group’s ownership 60% 60.00%
Group’s share in identifiable net assets 2,087,002,261 1,801,334,645
Unrealized gain on sale of land (365,370,372) (478,626,118)
Other adjustments (347,746,436) (300,342,603)
Carrying amount of investment P
=1,373,885,453 P=1,022,365,924

Summarized statements of comprehensive income


2023 2022
Revenues P
=2,702,217,775 = P1,727,805,158
Cost of sales (1,684,985,575) (1,130,003,851)
Gross profit 1,017,232,200 597,801,307
Interest income 1,542,716 3,094,136
Interest expense (118,432,046) (59,487,012)
Depreciation (14,759,033) (10,111,721)
Other expenses (250,316,955) (109,803,092)
Income before income tax 635,266,882 421,493,618
Income tax expense (158,739,315) (105,272,958)
Net income 476,527,567 316,220,660
Other comprehensive income – 546,652
Total comprehensive income P
=476,527,567 =315,674,008
P

Additional information:

2023 2022
Cash and cash equivalents P
=219,587,155 =170,288,085
P
Noncurrent financial liabilities* 1,938,288,971 1,538,777,348
*Excluding trade and other payables and provision.

Joint Venture with DoubleDragon Properties Corp.


On December 26, 2019, Robinsons DoubleDragon Corp. (RDDC) was incorporated as the joint
venture company (JVC) between RLC and DoubleDragon Corp. The primary purpose is to engage in
realty development. The investment in RDDC is accounted as an investment in joint venture using
equity method of accounting because the contractual arrangement between the parties establishes
joint control.

287 *SGVFS187718*
Summarized financial information of RDDC, presented in Philippine Peso, which is its functional and
presentation currency and prepared in accordance with PFRS as at and for the years ended
December 31, 2023 and 2022 follows:

Summarized statements of financial position


2023 2022
Current assets P
=425,580,585 =446,071,607
P
Noncurrent assets 928,362,577 905,234,033
Current liabilities (4,464,320) (2,402,834)
Equity 1,349,478,842 1,348,902,806
Proportion of Group’s ownership 65.7231% 65.7231%
Group’s share in identifiable net assets 886,918,856 886,540,268
Unpaid subscriptions (214,020,016) (214,020,016)
Carrying amount of investment P
=672,898,840 =672,520,252
P

Summarized statements of comprehensive income


2023 2022
Other expenses (P
=617,716) (P
=866,580)
Net loss/ Total comprehensive loss (P
=617,716) (P
=866,580)

Additional information:

2023 2022
Cash and cash equivalents P
=317,887,446 =342,325,813
P

Joint Venture with DMCI Project Developers, Inc.


In October 2018, the Parent Company entered into a Joint Venture Agreement with DMCI Project
Developers, Inc. (DMCI PDI) to develop, construct, manage, and sell a residential condominium
situated in Las Pinas City. Both parties agreed to incorporate a joint venture corporation where each
party will hold a 50% ownership.

On March 18, 2019, RLC DMCI Property Ventures, Inc. (RLC DMCI) was incorporated as the joint
venture company (JVC) between RLC and DMCI PDI. The proposed project is intended to be a
multi-tower residential condominium and may include commercial spaces.

The investment in RLC DMCI is accounted as an investment in joint venture using equity method of
accounting because the contractual arrangement between the parties establishes joint control.

Summarized financial information of RLC DMCI, presented in Philippine Peso, which is its
functional and presentation currency and prepared in accordance with PFRS as at and for the years
ended December 31, 2023 and 2022 follows:

Summarized statement of financial position


2023 2022
Current assets P
=5,042,150,330 =P3,649,309,244
Noncurrent assets 104,370,351 458,792,744
Current liabilities (282,263,207) (166,309,528)
Noncurrent liabilities (3,575,214,044) (2,798,615,215)
Equity 1,289,043,430 1,143,177,245
Proportion of Group’s ownership 50% 50.00%

(Forward)
Group’s share in identifiable net assets P
=644,521,715 P571,588,622
=
Unrealized gain on sale of (132,634,997) (134,527,761)

288 *SGVFS187718*
Summarized statement of financial position
2023 2022
Other adjustments 5,000,000 5,000,000
Carrying amount of investment P
=516,886,718 =442,060,862
P

Summarized statement of comprehensive income


2023 2022
Revenue P
=544,676,949 =486,300,030
P
Cost of sales (298,326,784) (275,957,537)
Gross profit 246,350,165 210,342,493
Interest income 19,326,108 3,323,427
Interest expense (23,692,810) (6,030,455)
Other expenses (35,771,500) (37,129,100)
Income before income tax 206,211,963 170,506,365
Income tax expense (53,209,553) (42,634,579)
Net income/ Total comprehensive income P
=153,002,410 =127,871,786
P

Additional information:

2023 2022
Cash and cash equivalents P
=453,377,127 =78,113,422
P
Noncurrent financial liabilities* (3,207,741,194) (2,486,657,064)
*Excluding trade and other payables and provision.

Joint Venture with Shang Properties, Inc.


On November 13, 2017, the Parent Company’s BOD approved the agreement with Shang Properties,
Inc. (SPI) to form a joint venture corporation (JVC).

On May 23, 2018, Shang Robinsons Properties, Inc. (SRPI), the JVC, was incorporated. Both RLC
and SPI each own 50% of the outstanding shares in SRPI. The office address of SRPI is at Lower
Ground Floor, Cyber Sigma Building, Lawton Avenue, Fort Bonifacio Taguig.

RLC and SPI, through SRPI, shall build and develop a property situated at McKinley Parkway corner
5th Avenue and 21st Drive at Bonifacio Global City, Taguig, Metro Manila. The project is intended
to be a mixed-use development and may include residential condominium units, serviced apartments
and commercial retail outlets. SRPI also plans to pursue other development projects.

In June 2018, the Parent Company entered into a contract to sell two (2) adjoining parcels of land
located at Bonifacio, Global City Taguig, with Shang Robinsons Properties Inc. (SRPI), a joint
venture with Shang Properties, Inc. (SPI). Total selling price is = P5,015 million and shall be payable
in five (5) annual installments, with interest at a rate of 4% per annum on the unpaid amount of the
purchase price. Out of the amount of selling price and cost of land, = P2,507 million and =
P398 million
were recognized in real estate sales and cost of real estate sales, respectively. These amounts
represent the portion sold to SPI by virtue of its 50% ownership in SRPI. The remaining 50% will be
recognized as SRPI starts to sell developed real estate properties to its customers. In 2023 and 2022,
the Parent Company realized = P569 million and P =354 million from the unrealized gain, respectively.
As of December 31, 2023 and 2022, unrealized gain on sale of land of = P967 million and
=1,151 million was presented against the carrying value of the investment in SRPI for financial
P
statement presentation purposes (see Note 31). In addition, P =438 million is currently presented under
“Contract liabilities, deposits and other noncurrent liabilities” as of December 31, 2022 and nil as of
December 31, 2023 (see Notes 15 and 17). The outstanding balance for the purchase price amounted
to =
P1,003 million presented under installment contract receivables as of December 31, 2021 while
interest from the said receivable amounted to nil and = P10 million as of December 31, 2023 and 2022,
respectively. The balance of the receivable was collected in full in 2022 (see Note 20).

289 *SGVFS187718*
The investment in the SRPI is accounted as an investment in joint venture using equity method of
accounting because the contractual arrangement between the parties establishes joint control.

In accordance with the joint venture agreement with SPI, the Parent Company agrees to extend loan
to SRPI, at fair and commercial rates comparable to loans extended by third party banks and financial
institutions, an amount of =
P1,000 million annually starting April 1, 2019 up to April 1, 2022. As of
December 31, 2023 and 2022, the Parent Company has already extended a loan to SRPI amounting to
=1,000 million. Out of this amount =
P P750 million has already been paid as of December 31, 2023 (see
Notes 8 and 20).

Summarized financial information of SRPI, presented in Philippine Peso, which is its functional and
presentation currency and prepared in accordance with PFRSs as at and for the years ended
December 31, 2023 and 2022 are as follows:

Summarized statements of financial position


2023 2022
Current assets P
=8,696,432,932 =
P13,094,640,310
Noncurrent assets 9,344,736,630 19,036,175
Current liabilities (1,713,358,016) (1,173,236,258)
Noncurrent liabilities (5,201,220,950) (5,615,068,443)
Equity 11,126,590,596 6,325,371,784
Proportion of Group’s ownership 50% 50.00%
Group’s share in identifiable net assets 5,563,295,298 3,162,685,892
Unrealized gain on sale of land (2,195,381,677) (2,833,019,370)
Carrying amount of investment P
=3,367,913,621 =329,666,522
P

Summarized statements of comprehensive income


2023 2022
Revenue P
=10,809,146,116 = P6,633,311,614
Cost of sales (4,112,983,113) (2,552,072,587)
Gross profit 6,696,163,003 4,081,239,027
Interest income 34,674,637 15,155,854
Depreciation (832,596) 304,828
Other expenses (453,853,803) (276,552,807)
Income before income tax 6,276,151,241 3,820,146,902
Income tax expense (1,355,003,119) (858,986,057)
Net income/ Total comprehensive income P
=4,921,148,122 P =2,961,160,845

290 *SGVFS187718*
Additional information:

2023 2022
Cash and cash equivalents P
=676,345,427 P =1,005,468,234
Noncurrent financial liabilities* (3,680,192,000) (5,180,192,000)
*Excluding trade and other payables and provision

Unrealized gain on sale of land to SRPI attributable to the Parent Company was offset against the
remaining carrying amount of investment in SRPI. The excess of the gain on sale of land amounting
to =
P438 million and nil were presented as contract liabilities - net of current portion as of
December 31, 2023 and 2022, respectively.

Joint Venture with Tyme Global Limited, Robinsons Bank Corporation and Robinsons Retail
Holdings, Inc.
On December 28, 2021, GoTyme Bank Corporation (GTBC) was incorporated as the joint venture
company (JVC) between RLC, Tyme Global Limited, Robinsons Bank Corporation and Robinsons
Retail Holdings, Inc. The primary purpose is to carry on and engage in a business of a digital bank.
The investment in GTBC is accounted as an investment in joint venture using equity method of
accounting because the contractual arrangement between the parties establishes joint control.

Financial information of GTBC, presented in Philippine Peso, which is its functional and presentation
currency and prepared in accordance with PFRS as at December 31, 2023

Summarized statements of financial position


2023 2022
Equity P
=1,504,638,804 = P1,707,476,130
Proportion of Group’s ownership 20% 20%
Group’s share in identifiable net assets 300,927,761 341,495,226
Subscription deposits 122,556,290 -
Other Adjustments (30,482,156) (3,234,531)
Carrying amount of investment P
=393,001,895 =338,260,695
P

Joint Operations
The Group has entered into joint venture agreements with various landowners and other companies
with various percentage interests in these joint operations depending on the value of the land or
investment against the estimated development costs. These joint venture agreements entered into by
the Group relate to the development and sale of subdivision land, condominium and residential units,
with certain level of allocation of condominium unites/lots to be sold to buyers with provisions for
sharing in the cash collection on the sale of allocated developed units.

The Group’s joint venture agreements typically require the joint venture partner to contribute the land
free from any lien, encumbrance and tenants or informal settlers to the project, with the Group
bearing all the cost related to the land development and the construction of subdivision land,
condominium and residential units, including the facilities.

Sales and marketing costs are allocated to both the Group and the joint operations partner. The
projects covering the joint venture agreement are expected to be completed within two to three years.
Each joint operations party has committed to contribute capital based on the terms of the joint venture
agreement.

291 *SGVFS187718*
The total development costs on these joint ventures amounted to =
P5,797 million and =
P5,638 million
as of December 31, 2023 and 2022, respectively. Total revenues from these joint ventures amounted
to =
P606 million, =
P451 million and =
P298 million in 2023, 2022 and 2021, respectively.

Interest in joint projects with Horizon Land Property & Development Corporation, formerly Harbour
Land Realty and Development Corp and Federal Land, Inc. (Jointly Controlled Operations)
On February 7, 2011, the Parent Company entered into a joint venture agreement with Horizon Land
Property & Development Corporation (HLPDC), formerly Harbour Land Realty and Development
Corp and Federal Land, Inc. (FLI) to develop Axis Residences (the Project) located along Pioneer
Street in Mandaluyong City. The construction of the planned 2-phase residential condominium has
commenced in March 2012. One tower of first phase was completed in September 2015.

The agreed contributions of the parties follow:

a. The Parent Company: Road lot valued at = P89 million and development costs amounting
=1,390 million
P
b. FLI: Development costs amounting P =739 million
c. HLPDC, an affiliate of FLI: Four (4) adjoining parcels of land with a total of 21,109 sqm valued
at P
=739 million located along Pioneer St., Mandaluyong City, Metro Manila.

Further, the sharing of saleable units (inventories) of real estate revenue, cost of real estate sales and
any common expenses incurred, are as follows: the Parent Company-50% and FLI-50%. Based on
the foregoing, the Parent Company accounted for the joint arrangement as a jointly controlled
operations and accordingly, recognized its share in the installment contract receivables, subdivision
land, condominium and residential units for sale, deposits to joint venture partners, accounts payable,
real estate sales and cost of real estate sales of the joint operations.

On December 6, 2017, the Parent Company executed an addendum agreement with HLPDC and FLI
to discontinue the development of Phase II.

The following were the agreements included in the addendum:

a. The development of the Project shall be limited to Phase 1;


b. The discontinuance shall be without fault on either of the Parties. Accordingly, HLPDC and FLI
shall reimburse RLC the amount of =P193 million representing the non-development of
four (4) towers of Phase II;
c. Ownership and right of possession of the parcels of land corresponding to Phase II shall remain to
be with HLPDC and shall be excluded from the provisions of the JVA.
d. The perpetual right to use RLC’s land contribution is limited to Phase I and to the adjacent
properties owned by HLPDC, FLI or its affiliates.

The share of the Parent Company in the net assets and liabilities of the jointly controlled operations at
December 31, 2023 and 2022 which are included in the consolidated financial statements follow:
2023 2022
Assets
Cash and cash equivalents P
=986,852,311 =989,214,596
P
Receivables 296,715,329 257,537,593
Inventory 79,766,704 160,226,882
Other assets 13,829,260 119,599,944
Total assets P
=1,377,163,604 =1,526,579,015
P
Total liabilities P
=1,322,687,840 P =1,526,423,075
The following is the share of the Parent Company on the net income of the jointly controlled
operations for the years ended December 31, 2023 and 2022:

292 *SGVFS187718*
2023 2022
Realized sales P
=178,047,063 =25,223,675
P
Interest and other income (894,787) 8,019,329
177,152,276 33,243,004
Cost of sales 71,428,530 9,157,565
General and administrative expenses 27,901,226 23,862,668
Income before income tax 77,822,52 222,771
Provision for income tax 23,346,756 66,831
Net income P
=54,475,764 =155,940
P

32. Financial Risk Management Objectives and Policies

The Group’s principal financial instruments comprise of short-term loans, loans payable, lease
liabilities, deposit from lessees, receivables from affiliated companies, payables to affiliated
companies, utility deposits, receivables and cash and cash equivalents. The main purpose of these
financial instruments is to raise fund for the Group’s operations. The Group has various other
financial assets and liabilities such as trade and other receivables and trade and other payables, which
arise directly from its operations.

The main risks currently arising from the Group’s financial instruments are foreign currency market
risk, liquidity risk, interest rate risk and credit risk. The BOD reviews and approves policies for
managing each of these risks and they are summarized below, together with the related risk
management structure.

Risk Management Structure


The Group’s risk management structure is closely aligned with that of the Parent Company.
The BOD of the Parent Company and the respective BODs of each subsidiary are ultimately
responsible for the oversight of the Group’s risk management processes that involve identifying,
measuring, analyzing, monitoring and controlling risks.

The risk management framework encompasses environmental scanning, the identification and
assessment of business risks, development of risk management strategies, design and implementation
of risk management capabilities and appropriate responses, monitoring risks and risk management
performance, and identification of areas and opportunities for improvement in the risk management
process.

Each BOD has created the board-level Audit Committee (AC) to spearhead the managing and
monitoring of risks.

Audit Committee
The AC shall assist the Group’s BOD in its fiduciary responsibility for the over-all effectiveness of
risk management systems, and both the internal and external audit functions of the Group.

Furthermore, it is also the AC’s purpose to lead in the general evaluation and to provide assistance in
the continuous improvements of risk management, control and governance processes.

293 *SGVFS187718*
The AC also aims to ensure that:

a. financial reports comply with established internal policies and procedures, pertinent accounting
and audit standards and other regulatory requirements;
b. risks are properly identified, evaluated and managed, specifically in the areas of managing credit,
market, liquidity, operational, legal and other risks, and crisis management;
c. audit activities of internal and external auditors are done based on plan, and deviations are
explained through the performance of direct interface functions with the internal and external
auditors; and
d. the Group’s BOD is properly assisted in the development of policies that would enhance the risk
management and control systems.

Enterprise Risk Management Group (ERMG)


To systematize the risk management within the Group, the ERMG was created to be primarily
responsible for the execution of the enterprise risk management framework. The ERMG’s main
concerns include:

a. recommending risk policies, strategies, principles, framework and limits;


b. managing fundamental risk issues and monitoring of relevant risk decisions;
c. providing support to management in implementing the risk policies and strategies; and
d. developing a risk awareness program.

Support groups have likewise been created to explicitly manage on a day-to-day basis specific types
of risks like trade receivables, supplier management, etc.

Compliance with the principles of good corporate governance is also one of the objectives of the
BOD. To assist the BOD in achieving this purpose, the BOD has designated a Compliance Officer
who shall be responsible for monitoring the actual compliance with the provisions and requirements
of the Corporate Governance Manual and other requirements on good corporate governance,
identifying and monitoring control compliance risks, determining violations, and recommending
penalties on such infringements for further review and approval of the BOD, among others.

Risk Management Policies


The main risks arising from the use of financial instruments are foreign currency risk, liquidity risk,
interest rate risk and credit risk. The Group’s policies for managing the aforementioned risks are
summarized below.

Market risk
Foreign Currency Risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. Foreign currency risk arises from financial instruments
that are denominated in United States Dollar (USD) which result primarily from movement of the
Philippine Peso (PHP) against the USD.

The Group does not have any foreign currency hedging arrangements.

294 *SGVFS187718*
The table below summarizes the Group’s exposure to foreign currency risk:

December 31, 2023 December 31, 2022


Assets
Cash and cash equivalents $2,912,511 P
=161,265,760 $2,285,847 =127,447,435
P
Liabilities
Accounts payable and accrued expenses 80,421 4,452,944 423,006 23,586,763
Net foreign currency-denominated
assets $2,832,090 156,812,816 $1,862,841 $103,860,672

December 31, 2023 December 31, 2022


Assets
Cash and cash equivalents RMB35,075,993 P
=273,585,731 RMB282,680,688 =2,284,646,520
P
Liabilities
Accounts payable and accrued expenses 160,672,052 1,253,209,869 124,081,822 1,002,581,122
Net foreign currency-denominated
assets (RMB125,596,059) = 979,624,138) RMB158,598,866
(P =1,282,065,398
P

December 31, 2023 December 31, 2022


Assets
Cash and cash equivalents SGD 1,070 44,857 SGD 3,140 =130,696
P

December 31, 2023 December 31, 2022


Assets
Cash and cash equivalents CAD 26,938.29 1,110,935 CAD 29,234 =1,205,624
P

The exchange rates used to translate the Group’s USD-denominated assets and liabilities as of
December 31, 2023 and 2022 follow:

December 31, 2023 December 31, 2022


US Dollar - Philippine Peso exchange rate P=55.37 to US$1.00 =55.76 to US$1.00
P

December 31, 2023 December 31, 2022


Chinese Yuan - Philippine Peso exchange rate 7.80 to RMB1.00 =8.08 to RMB1.00
P
Singapore Dollar - Philippine Peso exchange rate P
=41.94 to SGD1.00 =41.62 to SGD1.00
P
Canadian Dollar - Philippine Peso exchange rate P
=41.24 to CAD1.00 =41.24 to CAD1.00
P

The following table sets forth the impact of the range of reasonably possible changes in the
USD-PHP exchange rate on the Group’s income before income tax for the year ended
December 31, 2023 and 2022

Change in Income
Reasonably Possible Changes in USD-PHP Exchange Rates Before Income Tax
December 31, 2023
2.0% PHP appreciation (P
=3,136,256)
2.0% PHP depreciation 3,136,256

December 31, 2022


2.0% PHP appreciation (P
=2,077,212)
2.0% PHP depreciation 2,077,212

295 *SGVFS187718*
Reasonably Possible Changes in RMB-PHP Exchange Rates Change in OCI
December 31, 2023
2.0% PHP appreciation 19,592,483
2.0% PHP depreciation (19,592,483)

December 31, 2022


2.0% PHP appreciation (P
=25,641,308)
2.0% PHP depreciation 25,641,308

Change in Income
Reasonably Possible Changes in SGD-PHP Exchange Rates Before Income Tax
December 31, 2023
2.0% PHP appreciation (P
=897)
2.0% PHP depreciation 897

December 31, 2022


2.0% PHP appreciation (P
=2,614)
2.0% PHP depreciation 2,614

Change in Income
Reasonably Possible Changes in CAD-PHP Exchange Rates Before Income Tax
December 31, 2023
2.0% PHP appreciation (P
=22,219)
2.0% PHP depreciation 22,219

December 31, 2022


2.0% PHP appreciation (P
=24,112)
2.0% PHP depreciation 24,112

Sensitivity to foreign exchange rates is calculated on the Group’s foreign currency denominated
assets and liabilities, assuming a more likely scenario of foreign exchange rate of USD-PHP that can
happen within 12 months after reporting date using the same balances of financial assets and
liabilities as of reporting date.

The Group does not expect the impact of the volatility on other currencies to be material.

Liquidity risk
Liquidity risk is the risk arising from the shortage of funds due to unexpected events or transactions.
The Group manages its liquidity profile to be able to finance the capital expenditures and service the
maturing debts. To cover the financing requirements, the Group intends to use internally generated
funds and proceeds from debt and equity offerings.

The following table summarizes the maturity profile of the Group’s financial assets and financial
liabilities as of December 31, 2023 and 2022, based on contractual undiscounted cash flows. The
table also analyses the maturity profile of the Group’s financial assets in order to provide a complete
view of the Group’s contractual commitments. The analysis into relevant maturity groupings is based
on the remaining period at the end of the reporting period to the contractual maturity dates.

296 *SGVFS187718*
Balances due within six (6) months equal their carrying amounts, as the impact of discounting is
insignificant.
December 31, 2023
More than
1 year but less
On Demand 1 to 3 months 4 to 12 months than 5 years 5 years or more Total
Financial assets at amortized cost
Cash and cash equivalents = 3,920,198,659
P P
= 1,804,184,600 =–
P =–
P =–
P =
P5,724,383,259
Receivables
Trade 2,591,068,850 6,217,053,472 5,755,414,500 4,804,729,891 1,376,418,591 20,744,685,304
Affiliated companies 64,360,953 1,000,000,000 1,172,614,107 2,236,975,060
Others 77,196,086 1,028,705,715 87,680,486 1,193,582,287
Other assets
Restricted cash 63,148,423 63,148,423
Utility deposits 5,254,890 617,616,006 157,501,587 780,372,483
Total financial assets = 6,721,227,861
P P
= 9,049,943,787 P
= 6,843,094,986 P
= 6,594,960,004 P
= 1,533,920,178 P
= 30,743,146,816

Accounts payable and accrued expenses = 2,048,905,102


P P
= 8,910,698,776 P
= 4,045,355,396 = 282,730,833
P = 748,572,109 =
P P16,036,262,126
Payables to affiliated companies and others
(included under Deposits and other
current liabilities) 279,928,261 279,928,261
Deposits from lessees 1,703,140,244 1,801,962,049 2,307,040,637 2,999,639,702 8,811,782,633
Lease liabilities 42,881,376 137,988,446 1,228,450,445 2,561,514,460 3,970,834,727
Loans payable and future interest payment 579,305,924 1,211,519,488 31,544,846,684 33,335,672,096
Other financial liabilities = 2,328,833,363 =
P P11,236,026,320 P
= 7,196,825,379 P
= 35,363,068,599 P
= 6,309,726,721 P
= 62,434,479,933

December 31, 2022


More than
1 year but less
On Demand 1 to 3 months 4 to 12 months than 5 years 5 years or more Total
Financial assets at amortized cost
Cash and cash equivalents =6,252,030,579
P =2,025,968,601
P =–
P =–
P =–
P =8,277,999,180
P
Receivables
Trade 4,721,637,575 3,687,969,477 4,244,876,548 3,931,480,723 626,814,769 17,212,779,092
Affiliated companies 69,150,292 – 1,000,000,000 1,830,204,712 – 2,899,355,004
Others 81,372,390 1,179,614,378 79,724,536 – – 1,340,711,304
Other assets
Restricted cash 434,299,396 – – – – 434,299,396
Utility deposits 2,427,000 – – 575,511,509 156,425,587 734,364,096
Total financial assets =11,560,917,232
P =6,893,552,456
P =5,324,601,084
P =6,337,196,944
P =783,240,356 P
P =30,899,508,071

Accounts payable and accrued expenses =2,601,374,876


P =8,226,497,710
P =4,741,586,411
P =539,310,789
P =554,577,700 P
P =16,663,347,486
Payables to affiliated companies and others
(included under Deposits and other
current liabilities) 474,196,804 – – – – 474,196,804
Deposits from lessees – 1,450,851,140 1,542,400,894 1,762,916,013 2,485,888,503 7,242,056,550
Lease liabilities – 47,521,861 85,188,162 817,727,209 2,632,151,366 3,582,588,598
Loans payable and future interest payment – 863,460,184 18,865,454,552 31,683,705,510 – 51,412,620,246
Other financial liabilities =3,075,571,680 P
P =10,588,330,895 =
P25,293,167,059 =
P34,745,122,481 =5,672,617,569 =
P P79,374,809,684

The Group seeks to manage its liquidity profile to be able to service its maturing debts and to finance
capital requirements. The Group maintains a level of cash and cash equivalents deemed sufficient to
finance operations. As part of its liquidity risk management, the Group regularly evaluates its
projected and actual cash flows. It also continuously assesses conditions in the financial markets for
opportunities to pursue fund-raising activities. Fund-raising activities may include bank loans and
capital market issues both onshore and offshore.

Interest rate risk


Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group’s exposure to the risk for changes in market interest
rates relates primarily to the Group’s long-term debt obligation with a floating interest rate.

The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debts,
whenever it’s advantageous to the Group.

The Group has no financial instruments with variable interest rates exposed to interest rate risk as of
December 31, 2023 and 2022.

297 *SGVFS187718*
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities (primarily from cash and cash equivalents and receivables).

The Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures.

In addition, receivable balances are monitored on an ongoing basis. Customers credit risk is managed
by each business unit subject to the Group’s established policy, procedures and controls. Credit
quality of a customer is assessed and individual credit limits are defined in accordance with this
assessment. These measures result in the Group’s exposure to impairment loss as not significant. For
installment contract receivables, exposure to bad debt is not significant as title to real estate properties
are not transferred to the buyers until full payment has been made and the requirement for remedial
procedure is minimal given the profile of buyers.

Credit risk arising from rental income from leasing properties is primarily managed through a tenant
selection process. Prospective tenants are evaluated on the basis of payment track record and other
credit information. In accordance with the provisions of the lease contracts, the lessees are required
to deposit with the Group security deposits and advance rentals which helps significantly reduce the
Group’s credit risk exposure in case of defaults by the tenants. For existing tenants, the Group has
put in place a monitoring and follow-up system. Receivables are aged and analyzed on a continuous
basis to minimize credit risk associated with these receivables. Regular meetings with tenants are
also undertaken to assess paying capacity.

With respect to credit risk arising from the Group’s financial assets, which comprise of cash and cash
equivalents and receivables, the Group’s exposure to credit risk arises from default of the
counterparty, with a maximum exposure equal to the carrying amount of these instruments. Credit
risk from balances with banks and financial institution is managed by the Group’s treasury
department. Investments are only made with approved and credit worthy counterparties and within
the credit limits assigned to each counterparty.

a. Credit risk exposure

The table below shows the gross maximum exposure to credit risk of the Group as of
December 31, 2023 and 2022 without considering the effects of collaterals and other credit risk
mitigation techniques:

2023 2022
Cash and cash equivalents (net of cash on hand) =5,705,142,413
P =8,171,721,689
P
Receivables – net
Trade receivables
Installment contract receivable –
at amortized cost 15,662,763,730 11,107,844,928
Installment contract receivable - at FVOCI 210,481,622 409,215,959
Rental receivables 1,696,529,872 4,247,611,353
Accrued rent receivable 2,775,502,309 1,276,952,876
Hotel operations 399,407,771 171,153,975

(Forward)
Affiliated companies P2,236,975,060
= P2,899,355,004
=
Other receivables 1,193,582,287 1,340,711,304
Other assets
Restricted cash – escrow 63,148,423 434,299,396
Utility deposits 780,372,483 734,364,096
Financial assets at FVOCI 113,594,522 126,177,247

298 *SGVFS187718*
2023 2022
=30,837,500,492
P =30,919,407,827
P

The credit risk on installment contract receivables is mitigated because the corresponding title to
the subdivision units sold under this arrangement is transferred to the buyers only upon full
payment of the contract price. Applying the expected credit risk model did not result in the
recognition of an impairment loss for all financial assets at amortized cost in 2023 and 2022.

b. Risk concentrations of the maximum exposure to credit risk

Concentrations arise when a number of counterparties are engaged in similar business activities
or activities in the same geographic region or have similar economic features that would cause
their ability to meet contractual obligations to be similarly affected by changes in economic,
political or other conditions. Concentrations indicate the relative sensitivity of the Group’s
performance to developments affecting a particular industry or geographical location. Such credit
risk concentrations, if not properly managed, may cause significant losses that could threaten the
Group’s financial strength and undermine public confidence. Given the Group’s diverse base of
counterparties, it is not exposed to large concentrations of credit risks.

c. Credit quality per class of financial assets

The table below shows the credit quality by class of financial assets as of December 31, 2023
and 2022, gross of allowance for credit and impairment losses:
December 31, 2023
Neither Past Due Nor Impaired
High Standard Substandard Past Due Past Due and
Grade Grade Grade but not Impaired Impaired Total
Cash and cash equivalents
(net of cash on hand) P
=5,705,142,413 P
=– P
=– P
=– P
=– P
=5,705,142,413
Receivables:
Trade receivables
Installment contract receivables
- at amortized cost 14,315,367,282 – – 1,347,396,448 19,000,000 15,681,763,730
Installment contract receivables
- at FVOCI 198,820,940 – – 11,660,682 – 210,481,622
Rental receivables 1,742,314,033 – – 1,033,188,276 190,148,722 2,965,651,031
Accrued rent receivables 1,696,529,872 – – – – 1,696,529,872
Hotel operations 196,805,352 – – 202,602,419 3,778,978 403,186,749
Affiliated companies 2,236,975,060 – – – – 2,236,975,060
Other receivables 1,193,582,287 – 1,193,582,287
Other assets – – –
Restricted cash 63,148,423 – – – – 63,148,423
Utility Deposits 780,372,483 – – – – 780,372,483
Financial Assets at FVOCI 113,594,522 – – – – 113,594,522
P
=28,242,652,667 P
=– P
=– 2,594,847,825 212,927,700 31,050,428,192

299 *SGVFS187718*
December 31, 2022
Neither Past Due Nor Impaired
High Standard Substandard Past Due Past Due and
Grade Grade Grade but not Impaired Impaired Total
Cash and cash equivalents
(net of cash on hand) =8,171,721,689
P =–
P =–
P =–
P =–
P =8,171,721,689
P
Receivables:
Trade receivables
Installment contract receivables
- at amortized cost 9,889,066,284 – – 1,218,778,644 19,000,000 11,126,844,928
Installment contract receivables – –
- at FVOCI 386,545,395 22,670,564 – 409,215,959
Rental receivables 903,083,044 – – 3,344,528,309 190,148,722 4,437,760,075
Accrued rent receivables 1,276,952,876 – – – – 1,276,952,876
Hotel operations 31,714,942 – – 139,439,033 3,778,978 174,932,953
Affiliated companies 2,899,355,004 – – – – 2,899,355,004
Other receivables 1,340,711,304 – – – – 1,340,711,304
Other assets
Restricted cash 434,299,396 – – – – 434,299,396
Utility Deposits 734,364,096 – – – – 734,364,096
Financial Assets at FVOCI 126,177,247 – – – – 126,177,247
=26,193,991,277
P =–
P =–
P =4,725,416,550
P =212,927,700
P =31,132,335,527
P

High grade cash and cash equivalents are short-term placements and working cash fund placed,
invested, or deposited in foreign and local banks belonging to the top ten (10) banks, including an
affiliate bank, in the Philippines in terms of resources, profitability and credit standing.

High grade accounts, other than cash and cash equivalents, are accounts considered to be of high
value. The counterparties have a very remote likelihood of default and have consistently
exhibited good paying habits. Receivable from installment contract receivables are considered
high grade as title of the real estate property of the subject receivable passes to the buyer once
fully paid. Standard grade accounts are active accounts with propensity of deteriorating to mid-
range age buckets. These accounts are typically not impaired as the counterparties generally
respond to credit actions and update their payments accordingly.

Substandard grade accounts are accounts which have probability of impairment based on
historical trend. These accounts show propensity to default in payment despite regular follow-up
actions and extended payment terms.

33. Financial Instruments

The carrying amount of cash and cash equivalents, trade receivables (except installment contract
receivables), other receivables, utility deposits, receivable and payable to affiliated companies and
accounts payable and accrued expenses are approximately equal to their fair values due to the
short-term nature of the transaction.

Set out below is a comparison of carrying amounts and fair values of installment contract receivables,
deposits from lessees and loans payable that are carried in the consolidated financial statements.

December 31, 2023 December 31, 2022


Carrying
Amount Fair Value Carrying Amount Fair Value
Installment contract receivable
Measured at amortized cost P
=15,662,848,524 P
=14,294,502,255 =11,107,844,928
P =10,155,637,903
P
Measured at FVOCI 210,481,622 210,481,622 409,215,959 409,215,959
Equity investment at FVOCI 113,594,522 113,594,522 126,177,247 126,177,247
Utility deposits 780,372,483 638,561,150 734,364,096 592,401,475
Retentions payable 282,730,883 236,567,819 487,736,155 404,186,225
Deposits from lessees 8,811,782,633 7,459,525,441 7,242,056,550 6,098,633,271
Lease liabilities 2,563,472,860 2,005,300,841 2,501,193,154 1,895,319,232
Loans payable 53,149,167,459 33,335,672,096 51,159,115,666 62,394,333,669
The fair values of installment contract receivables, customers’ deposits, retentions payable, lease
liabilities and loans payable are based on the discounted value of future cash flows using the
applicable rates for similar types of loans and receivables as of reporting date. The discount rates

300 *SGVFS187718*
used range from 6.08% to 6.16% as of December 31, 2023 and 5.4% to 6.7% as of December 31,
2022.

The fair value of equity investments at FVOCI is based on quoted price in active market.

Fair Value Hierarchy


The Group uses the following hierarchy for determining the fair value of financial instruments:
Level 1: - quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: - other techniques for which all inputs which have a significant effect on the recorded fair
value are observable, either directly or indirectly;
Level 3: - techniques which use inputs which have a significant effect on the recorded fair value that
are not based on observable market data.

The fair value of installment contract receivables, deposits from lessees and loans payable disclosed
in the consolidated financial statements is categorized within level 3 of the fair value hierarchy.
There has been no reclassification from Level 1 to Level 2 or 3 category.

34. Commitments and Contingencies

Operating Lease Commitments - Group as Lessor


The Group has entered into commercial property leases on its investment property portfolio. These
noncancellable leases have remaining noncancellable lease terms of between one (1) and ten (10)
years. All leases include a clause to enable upward revision of the rental charge on an annual basis
based on prevailing market conditions. The lease contracts also provide for the percentage rent,
which is a certain percentage of actual monthly sales or minimum monthly gross sales, whichever is
higher. Total rent income amounted to = P18,690 million, P
=15,698 million and =P11,056 million for the
years ended December 31, 2023, 2022 and 2021, respectively. Total percentage rent recognized as
income for the years ended December 31, 2023, 2022 and 2021 amounted to = P4,373 million,
=3,537 million and =
P P2,056 million, respectively.

In 2023, the Group and certain lessee amended an existing lease contract which effectively extended
the lease term from 10 years to 45 years. Under the amendatory agreement, the Group received a non-
refundable security deposit amounting US$18 million which shall represent the lease fee for the
extended period of 25 years after the expiration of the initial lease term of 20 years from 2021 up to
2032. The Group retains all significant risks and rewards of ownership on the building.

Future minimum rentals receivable under noncancellable operating leases follows:

December 31
2023 2022
Within one (1) year P
=5,530,582,566 P =7,551,776,498
After one (1) year but not more than five (5) years 22,536,899,509 19,816,200,805
After more than five (5) years 2,233,090,986 1,930,650,796
P
=30,300,573,061 =P29,298,628,099

301 *SGVFS187718*
In 2022 and 2021 the Group granted rent concessions to its tenants which were affected by the
community quarantine imposed by the government amounting to = P904 million and =
P3,775 million for
the years ended December 31, 2022 and 2021, respectively. These rent concessions did not qualify as
a lease modification, thus, were accounted for as a variable lease payment and reported as reduction
of lease income (see Note 5).

Finance Lease Commitments - Group as Lessor


The Group has significantly entered into residential property leases on its residential condominium
unit’s portfolio. These leases have lease period of five (5) to ten (10) years and the lessee is given the
right to purchase the property anytime within the lease period provided that the lessee any arrears in
rental payment, condominium dues and other charges.

Future minimum lease payments under finance lease with the present value of future minimum lease
payment as of December 31 follow:

2023 2022
Present Value
Minimum of Minimum Present Value of
Lease Lease Minimum Lease Minimum Lease
Payments Payments Payments Payments
Within one (1) year =148,544,003
P =140,024,097
P =288,797,549
P =273,931,038
P
After 1 year but not more than
five years 61,937,619 51,824,724 120,418,410 99,790,557
Total minimum lease payments =210,481,622
P =191,848,821
P P409,215,959
= =373,721,595
P

Group as a Lessee
The Group has lease contracts for various parcels of land used in its operations. Leases of land
generally have lease terms between 25 and 50 years. The Group’s obligations under its leases are
secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and
subleasing the leased assets and some contracts require the Group to maintain certain financial ratios.
There are several lease contracts that include extension and termination options and variable lease
payments, which are further discussed below.

Right-of-Use Assets
The rollforward analysis of this account as of December 31, 2023 and 2022 follows:

2023 2022
Cost
At January 1 P
=1,828,622,403 =1,526,511,062
P
Additions - 302,111,341
At December 31 1,828,622,403 1,828,622,403
Accumulated Depreciation
At January 1 401,180,742 327,700,472
Depreciation (Note 26) 59,798,739 73,480,270
At December 31 460,979,481 401,180,742
Net Book Value P
=1,367,642,922 =1,427,441,661
P

302 *SGVFS187718*
Lease Liabilities
The rollforward analysis of this account as of December 31, 2023 and 2022 follows:

2023 2022
At January 1 P
=2,501,193,154 =P2,130,587,963
Additions - 408,106,566
Interest expense (Note 25) 174,579,053 177,423,132
Payments (112,299,348) (214,924,507)
As at December 31 2,563,472,859 2,501,193,154
Current lease liabilities (Note 15) 102,682,631 132,710,023
Noncurrent lease liabilities (Note 17) P
=2,460,790,228 P=2,368,483,131

The following are the amounts recognized in the consolidated statement of comprehensive income:

2023 2022
Depreciation expense of right-of-use assets P
=59,798,739 P73,480,270
=
Interest expense on lease liabilities 174,579,053 177,423,132
Variable lease payments (included in general and
administrative expenses) (Note 23) 30,819,193 16,967,719
P
=265,196,985 =267,871,121
P

The Group has several lease contracts that include extension and termination options. These options
are negotiated by management to provide flexibility in managing the leased-asset portfolio and align
with the Group’s business needs. Management exercises significant judgment in determining
whether these extension and termination options are reasonably certain to be exercised (see Note 4).

Future minimum rentals payable under noncancellable operating leases as of December 31 are as
follows:

2023 2022
Within 1 year P
=253,747,410 =207,619,631
P
After 1 year but not more than 5 years 1,240,754,463 990,261,462
After more than 5 years 6,499,602,031 6,234,473,023
P
=7,994,103,904 =7,432,354,116
P

Capital Commitments
The Group has contractual commitments and obligations for the construction and development
of investment properties and property and equipment items aggregating = P4,696 million and
=9,504 million as of December 31, 2023 and 2022, respectively. Moreover, the Group has
P
contractual obligations amounting to =
P4,310 million and =P5,095 million as of December 31, 2023
and 2022, respectively, for the completion and delivery of real estate units that have been presold.

The group has no capital commitments related to its investments in associate and joint ventures.

Contingencies
The Group has various collection cases or claims against or from its customers and certain tax
assessments, arising in the ordinary conduct of business which are either pending decision by the
courts or being contested, the outcome of which are not presently determinable. In the opinion of
management and its legal counsel, the eventual liability under these lawsuits or claims, if any, will
not have a material or adverse effect on the Group’s financial position and results of operations. The
Group does not believe that such assessments will have a material effect on its operating results and
financial condition. The information usually required by PAS 37, Provisions, Contingent Liabilities

303 *SGVFS187718*
and Contingent Assets, is not disclosed on the grounds that it can be expected to prejudice the
outcome of pending assessments.

35. Notes to the Consolidated Statements of Cash Flows

The Group’s noncash activities pertain to the following:

2023
 Transfers from investment properties to property and equipment amounted to = P116 million
(see Notes 11 and 12).
 Transfers from advances to lot owners to investment properties amounted to = P570 million and to
inventories amounted to = P783 million (see Notes 9 and 11).
Total accretion of interest in 2023 for loans, lease liabilities and security deposits amounted to
=1,731 million, P
P =175 million and = P90 million, respectively (see Notes 16, 26 and 34).
 Realization of deferred gain on sale of land amounted to = P753 million.
 Movement of receivables and other noncurrent assets include remeasurements of installment
contract receivables at FVOCI amounting to = P3 million (gross of tax) and financial assets at
FVOCI amounting to = P15 million, respectively. These remeasurements are booked under OCI.

2022
 Properties disposed through outright sale and property-for-share swap amounted to = P734 million
involving an entity under control. The related total equity reserve from these transactions
amounted to = P242 million. (see Note 2).
 Transfers from investment properties to property and equipment amounted to = P3,930 million
(see Notes 11 and 12).
 Transfers from advances to lot owners to investment properties amounted to = P1,725 million and
to inventories to =
P98 million (see Notes 9 and 11).
 Total accretion of interest in 2022 for loans, lease liabilities and security deposits amounted to
=1,053 million, P
P =177 million and =P62 million, respectively (see Notes 16, 26 and 34).
 Unrealized gain on disposal of property to joint venture and unrealized interest income on loans
granted to joint venture amounted to =P1,221 million (see Note 31).
 Movement of receivables and other noncurrent assets include remeasurements of installment
contract receivables at FVOCI amounting to = P21 million (gross of tax) and financial assets at
FVOCI amounting to = P46 million, respectively. These remeasurements are booked under OCI.

2021
 Transfers from investment properties to subdivision land, condominium and residential units for
sale amounted to =P844 million (see Notes 9 and 11).
 Transfers from investment properties to property and equipment amounted to = P10 million (see
Notes 11 and 12).
 Transfers from other current assets to investment properties amounted to = P3,641 million and to
inventories to =
P714 million (see Notes 10 and 11).
 Transfers from advances to lot owners to investment properties amounted to = P702 million and to
inventories to =
P339 million (see Notes 10 and 11).
 Total accretion of interest in 2021 for loans, lease liabilities and security deposits amounted to
=1,427 million, P
P =153 million and =
P46 million, respectively (see Notes 16, 26 and 34).
 Unrealized gain on disposal of property to joint venture and unrealized interest income on loans
granted to joint venture amounted to =P207 million (see Note 31).
 Movement of receivables and other noncurrent assets include remeasurements of installment
contract receivables at FVOCI amounting to = P66 million (gross of tax) and financial assets at
FVOCI amounting to = P42 million, respectively. These remeasurements are booked under OCI

304 *SGVFS187718*
Details of the movement in cash flows from financing activities follow:

For the Year Ended December 31, 2023


Non-cash Changes
Foreign
exchange Changes on fair December 31,
January 1, 2023 Cash flows movement values Other 2023
Loans payable = 51,159,115,666 P
P = 1,870,671,314 =–
P =–
P P
= 119,380,479 P
= 53,149,167,459
Lease liabilities 2,501,193,154 (248,457,125) – – 310,736,830 2,563,472,859
Short term loans – 800,000,000 – – 800,000,000
Advances for marketing and promotional
fund and others 592,409,587 56,843,280 – – 649,252,867
Accrued interest payable 338,724,028 (1,889,506,963 – – 1,717,107,455 166,324,520
Payables to affiliated companies
and others 474,196,804 (194,268,543) – – 279,928,261
Dividends payable 19,444,535 (3,982,779,310 – – 3,982,775,395 19,440,620
Total liabilities from financing activities P
= 55,085,083,774 =
P(3,587,497,347 =–
P =– P
P = 6,130,000,159 P
= 57,627,586,586

For the Year Ended December 31, 2022


Non-cash Changes
Foreign exchange Changes on fair December 31,
January 1, 2022 Cash flows movement values Other 2022
Loans payable =47,042,864,144 P
P =4,022,787,765 =–
P =–
P =93,463,757 =
P P51,159,115,666
Lease liabilities 2,130,587,963 (214,924,507) – – 585,529,698 2,501,193,154
Advances for marketing and promotional
fund and others 530,079,444 62,330,143 – – – 592,409,587
Accrued interest payable 440,303,722 (1,154,803,274) – – 1,053,223,580 338,724,028
Payables to affiliated companies and others 392,987,620 81,209,184 – – – 474,196,804
Dividends payable – (3,952,989,114) – – 3,972,433,649 19,444,535
Total liabilities from financing activities =50,536,822,893
P (P
=1,156,389,803) =–
P =–
P =5,704,650,684 P
P =55,085,083,774

For the Year Ended December 31, 2021


Non-cash Changes
Foreign exchange Changes on fair December 31,
January 1, 2021 Cash flows movement values Other 2021
Loans payable =53,603,778,783 (P
P =6,655,000,000) =–
P =–
P =94,085,361 =
P P47,042,864,144
Lease liabilities 1,977,448,113 (258,172,699) – – 411,312,549 2,130,587,963
Advances for marketing and promotional
fund and others 482,143,429 47,936,015 – – – 530,079,444
Accrued interest payable 575,272,217 (1,561,796,058) – – 1,426,827,563 440,303,722
Payables to affiliated companies and others 256,642,319 136,345,301 – – ‒ 392,987,620
Dividends payable 45,060,888 (1,568,738,140) – – 1,523,677,252 ‒
Total liabilities from financing activities =56,940,345,749
P =(9,859,425,581)
P =–
P =–
P =3,455,902,725 P
P =50,536,822,893

Other includes amortization of debt issue cost, declaration of dividends and accrual of interest
expense on loans.

305 *SGVFS187718*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


Robinsons Land Corporation
43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City

We have audited the accompanying consolidated financial statements of Robinsons Land Corporation and
its subsidiaries (the Group), as at December 31, 2023 and for the year then ended, on which we have
rendered the attached report dated March 18, 2024.

In compliance with Revised Securities Regulation Code Rule 68, we are stating that the above Group has
more than one (1) stockholder owning one hundred (100) or more shares.

SYCIP GORRES VELAYO & CO.

Michael C. Sabado
Partner
CPA Certificate No. 89336
Tax Identification No. 160-302-865
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-073-2023, October 23, 2023, valid until October 22, 2026
PTR No. 10082007, January 6, 2024, Makati City

March 18, 2024

306 *SGVFS187718*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Robinsons Land Corporation
43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Robinsons Land Corporation and its subsidiaries (the Group) as at December 31, 2023 and
2022, and for each of the three years in the period ended December 31, 2023, included in this Form 17-A
and have issued our report thereon dated March 18, 2024. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed
in the Index to the Supplementary Schedules are the responsibility of the Group’s management. These
schedules are presented for purposes of complying with the Revised Securities Regulation Code Rule 68,
and are not part of the basic consolidated financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic consolidated financial statements and, in our
opinion, the financial information required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole, are prepared in all material respects, in accordance with Philippine
Financial Reporting Standards, as modified by the application of the financial reporting reliefs issued and
approved by the Securities and Exchange Commission, as described in Note 2 to the consolidated
financial statements.

SYCIP GORRES VELAYO & CO.

Michael C. Sabado
Partner
CPA Certificate No. 89336
Tax Identification No. 160-302-865
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-073-2023, October 23, 2023, valid until October 22, 2026
PTR No. 10082007, January 6, 2024, Makati City

March 18, 2024

307 *SGVFS187718*
A member firm of Ernst & Young Global Limited
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY SCHEDULES
SEC FORM 17-A

CONSOLIDATED FINANCIAL STATEMENTS

Statement of Management’s Responsibility for Financial Statements

Independent Auditor’s Report on Consolidated Financial Statements

Consolidated Statements of Financial Position as of December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

SUPPLEMENTARY SCHEDULES

Independent Auditor’s Report on Supplementary Schedules

A. Financial Assets in Equity Securities

B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders
(other than related parties)

C. Amounts Receivable from Related Parties which are Eliminated During the
Consolidation of Financial Statements

D. Intangible Assets

E. Long-term Debt

F. Indebtedness to Related Parties (Long term Loans from Related Companies)

G. Guarantees of Securities of Other Issuers

H. Capital Stock

Annex 68-D. Reconciliation of Unappropriated Retained Earnings Available for Dividend Declaration

Annex 68-E. Financial Soundness Indicator

Map of the Relationships of the Company within the Group

308
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON REVISED SRC RULE 68
DECEMBER 31, 2023

Schedule A. Financial Assets


The Group does not have financial assets classified under available-for-sale, FVPL and held to maturity as of December 31, 2023.

Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (other than related parties)
The Group does not have amounts receivable from directors, officers, employees, related parties and principal stockholders (other than related parties) above
=1 million or 1% of total consolidated assets as of December 31, 2023.
P

Schedule C. Amounts Receivable from Related Parties which are Eliminated During the Consolidation of Financial Statements
Below is the schedule of receivables with related parties which are eliminated in the consolidated financial statements as of December 31, 2023:

Balance at Amounts Balance at end of period


Name of Debtor Additions
Beginning of Period Collected Current Noncurrent Total

Bonifacio Property Ventures, Inc. (BPVI) =11,634,454,668


P =499,999
P P− =
= P11,634,954,668 P− =
= P11,634,954,668
RLGB Land Corporation (RGLB) 2,162,253,877 1,421,997,942 − 3,584,251,819 − 3,584,251,819
Robinsons Logistix and Industrials, Inc. (RLII) 3,646,855,197 (3,653,098,229) (6,243,032) − (6,243,032)
Robinsons Properties Marketing & Management
Corp. (RPMMC) 49,366,808 2,198,661 − 51,565,469 − 51,565,469
Altus Angeles, Inc. (AAI) 11,340,882 2,726,427 − 14,067,309 − 14,067,309
RL Property Management, Inc. (RLPMI) 8,734,326 773,451 − 9,507,777 − 9,507,777
Malldash Corp. 8,462,960 2,750,000 − 11,212,960 − 11,212,960
RL Fund Management, Inc. (RLFMI) 2,453,245 (1,524,132) 929,113 − 929,113
RL Digital Ventures Inc. (RLDVI) 1,821,610 (28,629) 1,792,981 − 1,792,981
GoHotels Davao, Inc. (GHDI) 1,389,920 240,843 1,630,762 − 1,630,762
RLC Resources Limited (RLCRL) 1,126,731 − 1,126,731 − 1,126,731
Staten Property Management, Inc. (SPMI) 139,898 (132,953) 6,945 − 6,945
=17,528,400,122
P =1,431,187,323 (P
P =3,654,783,943) P
=15,304,803,502 =− P
P =15,304,803,502

The intercompany transactions between the Parent Company and the subsidiaries pertain to share in expenses, marketing fees and advances. There were no
amounts written-off during the year and all amounts are expected to be settled within the year.

309
Schedule D. Intangible Assets
The Group does not have intangible assets as of December 31, 2023.

Schedule E. Long-term debt


Below is the schedule of long-term debt of the Group as of December 31, 2023:

Amount Current Noncurrent

Seven-year term loan from MBTC maturing on March 15, 2024. Principal payable in annual installment amounting to two percent
(2%) of the total drawn principal amount and the balance upon maturity, with fixed rate at 3.1000%, interest payable quarterly in
arrears =6,300,000,000
P =6,300000000
P =-
P
Five-year term loan from BDO Unibank, Inc. maturing on June 30, 2025. Principal payable upon maturity, with fixed rate at 4.000%,
interest payable quarterly in arrears. 6,000,000,000 − 6,000,000,000
Five-year term loan from BPI maturing on August 10, 2028. Principal payable upon maturity, with interest at prevailing market rate,
payable monthly. 4,940,000,000 − 4,940,000,000
Ten-year term loan from BPI maturing on February 13, 2027. Principal payable in annual installment amounting to = P5 million for
nine years and the balance upon maturity, with fixed rate at 4.0000 %, interest payable quarterly in arrears 4,470,000,000 5,000,000 4,465,000,000
Ten-year bonds from BDO and Standard Chartered maturing on February 23, 2025. Principal payable upon maturity, with fixed rate
at 4.9344%, interest payable semi-annually in arrears. 1,364,500,000 − 1,364,500,000
Five-year bonds maturing on July 17, 2025. Principal payable upon maturity, with fixed rate at 3.8000%, interest payable semi-
annually in arrears. 427,210,000 − 427,210,000
Three-year bonds maturing on August 26, 2025. Principal payable upon maturity, with fixed rate of 5.3789% interest payable
quarterly in arrears. 6,000,000,000 − 6,000,000,000
Five-year bonds maturing on August 26, 2027. Principal payable upon maturity, with fixed rate of 5.9362% interest payable quarterly
in arrears. 9,000,000,000 − 9,000,000,000
Three-year bonds maturing on June 30, 2026. Principal payable upon maturity, with annual fixed rate of 6.0972% interest payable
quarterly in arrears. 6,000,000,000 − 6,000,000,000
Five-year bonds maturing on June 30, 2028. Principal payable upon maturity, with annual fixed rate of 6.1663% interest payable
quarterly in arrears. 9,000,000,000 − 9,000,000,000

= 53,501,710,000
P = 6,305,000,000
P = 47,196,710,000
P

Schedule F. Indebtedness to Related Parties (Long term Loans from Related Companies)
Below is the list of outstanding payables to related parties of the Group presented in the consolidated statements of financial position as of
December 31, 2023:
Balance at beginning Balance at end of
Relationship Nature of period period
JG Summit Holdings, Inc. Ultimate Parent Company A, C =343,900,061
P =161,783,381
P
Others Under common control of the Ultimate Parent Company A, B 130,296,283 118,045,267
=474,196,344
P =279,828,648
P

310
-2-

Others consist of payables to Robinsons Department Store, Robinsons Supermarket and Universal Robina Corporation, among others
Due to JG Summit Holdings, Inc. mainly pertains to share in IT and corporate expenses.
Nature of intercompany transactions
The nature of the intercompany transactions with the related parties is described below:
(a) Expenses - these pertain to the share of the Group’s related parties in various common selling and marketing and general and administrative expenses.
(b) Advances - these pertain to temporary advances to/from related parties for working capital requirements.
(c) Management and marketing fee
The outstanding balances of intercompany transactions are due and demandable as of December 31, 2023.
Schedule G. Guarantees of Securities of Other Issuers
The Group does not have guarantees of securities of other issuers as of December 31, 2023.
Schedule H. Capital Stock
Number of Number of
shares issued shares reserved
and outstanding for options,
Number of as shown under warrants, Number of Directors,
shares related balance conversion and shares held by Officers and
Title of issue authorized sheet caption* other rights related parties Employees Others
Common Shares 8,200,000,000 4,839,141,486 – 3,166,806,886 18,884,119 1,653,450,481
*Note: Exclusive of 354,689,199 Treasury shares

311
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


Robinsons Land Corporation
43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements Robinsons Land Corporation and its subsidiaries (the Group) as at December 31, 2023
and 2022, and have issued our report thereon dated March 18, 2024. Our audits were made for the
purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The
accompanying Schedule of Reconciliation of Retained Earnings Available for Dividend Declaration is the
responsibility of the Group’s management. This schedule is presented for purposes of complying with the
Revised Securities Regulation Code Rule 68, and is not part of the basic consolidated financial
statements. This has been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, the financial information required to be set forth
therein in relation to the basic consolidated financial statements taken as a whole, are prepared in all
material respects, in accordance with Philippine Financial Reporting Standards, as modified by the
application of the financial reporting reliefs issued and approved by the Securities and Exchange
Commission, as described in Note 2 to the consolidated financial statements.

SYCIP GORRES VELAYO & CO.

Michael C. Sabado
Partner
CPA Certificate No. 89336
Tax Identification No. 160-302-865
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-073-2023, October 23, 2023, valid until October 22, 2026
PTR No. 10082007, January 6, 2024, Makati City

March 18, 2024

312 *SGVFS187718*
A member firm of Ernst & Young Global Limited
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
ANNEX 68-D. RECONCILIATION OF UNAPPROPRIATED RETAINED
EARNINGS AVAILABLE FOR DIVIDEND DECLARATION
DECEMBER 31, 2023

Unappropriated Retained Earnings as adjusted, beginning =46,359,017,441


P
Net income actually earned/realized during the year
Net income during the year closed to Retained Earnings 9,611,857,474
Less: Non-actual/unrealized income, net of tax −
Equity in net income of associate/joint venture −
Unrealized foreign exchange gain – net (except those attributable to Cash and
Cash Equivalents) Unrealized Actuarial gain −
Fair value adjustment (M2M gains) −
Fair value of Investment Property resulting to gain −
Adjustment due to deviation from PFRS/GAAP-gain −
Other unrealized gains or adjustments to the retained earnings as a result of certain
transactions accounted for under PFRS: −
Gain on property-for-share swap −
Add: Non actual losses
Depreciation on revaluation increment (after tax) −
Adjustment due to deviation from PFRS/GAAP – loss −
Loss on fair value adjustment of investment property (after tax) −
Net income actually earned during the period 9,611,857,474
Less: Dividend declarations during the period (2,540,697,061)
Reversal of appropriation 20,000,000,000
Appropriation during the year (22,000,000,000)
Effects of prior period adjustments
Treasury shares (3,227,969,730)

Total Unappropriated Retained Earnings Available for Dividend Distribution,


December 31, 2023 =48,202,208,124
P

313
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT ON


COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


Robinsons Land Corporation
43/F Robinsons Equitable Tower,
Ortigas Center NCR, Second District, Pasig City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Robinsons Land Corporation and Subsidiaries (the Group) as at December 31, 2023 and for
each of the three years in the period ended December 31, 2023, and have issued our report thereon dated
March 18, 2024. Our audits were made for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The Supplementary Schedule on Components of Financial
Soundness Indicators, including their definitions, formulas, calculation, and their appropriateness or
usefulness to the intended users, are the responsibility of the Group’s management. These financial
soundness indicators are not measures of operating performance defined by Philippine Financial
Reporting Standards (PFRSs), as modified by the application of the financial reporting reliefs issued and
approved by the Securities and Exchange Commission (SEC), as described in Note 2 to the consolidated
financial statements, and may not be comparable to similarly titled measures presented by other
companies. This schedule is presented for the purpose of complying with the Revised Securities
Regulation Code Rule 68 issued by the SEC, and is not a required part of the basic consolidated financial
statements prepared in accordance with PFRSs, as modified by the application of the financial reporting
reliefs issued and approved by the SEC, as described in Note 2 to the consolidated financial statements.
The components of these financial soundness indicators have been traced to the Group’s consolidated
financial statements as at December 31, 2023 and for each of the three years in the period ended
December 31, 2023 and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

Michael C. Sabado
Partner
CPA Certificate No. 89336
Tax Identification No. 160-302-865
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
BIR Accreditation No. 08-001998-073-2023, October 23, 2023, valid until October 22, 2026
PTR No. 10082007, January 6, 2024, Makati City

March 18, 2024

314 *SGVFS187718*
A member firm of Ernst & Young Global Limited
ROBINSONS LAND CORPORATION AND SUBSIDIARIES
ANNEX 68-E. SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
AS OF DECEMBER 31, 2023

Ratio Formula Current Prior


Year Year

Current assets
Current ratio 1.82 1.40
Current liabilities

(Cash and cash equivalents + Current receivables


Acid test ratio
+ Other current assets) 0.78 0.65
(Quick ratio)
Current liabilities

Earnings before interest, taxes, depreciation and amortization


Solvency ratios 0.42 0.38
(Short-term loans + Long-term loans)

Debt-to-equity (Short-term loans + Long-term loans)


0.40 0.40
ratio Equity attributable to equity holders of the Parent Company

Asset-to-equity Total assets


1.67 1.65
ratio Total equity

Interest Earnings before interest and taxes


6.45 7.32
coverage ratio Interest expense + Capitalized interest expense

Return on Net income attributable to equity holders of Parent Company


0.09 0.08
equity Equity attributable to equity holders of the Parent Company

Return on Net income attributable to equity holders of Parent Company


0.05 0.04
assets Total assets

Net profit Earnings before interest and taxes


0.41 0.31
margin Total revenues

315
Map of the Relationships of the Company within the Group

Below is a map showing the relationship between and among the Group and its ultimate parent company, subsidiaries, and joint ventures as of
December 31, 2023:

JG Summit
Holdings, Inc.
LEGEND:
Subsidiary
(Ultimate Parent)
Associate
Joint Venture Robinsons Land
Corporation &
Subsidiaries
(Group)
65.44%

Robinsons Properties Robinsons Land Bonifacio RL Property


RL Digital Altus Mall RL Commercial GoHotels Altus Angeles, Malldash RLC Resources
Marketing & Corporation Property Management,
Ventures, Inc. Ventures, Inc. Management Corp.
REIT, Inc. Davao, Inc. Inc. Corp. Ltd. (Group)
(Parent) Ventures, Inc. Inc.
100% 100% (Group) 66.14% 51% 51% 100% 100% 100% 100% 100%
100%

Robinsons First Capital


Staten Property Robinson’s RLGB Land Robinson’s Land RL Fund Bacoor R and F RLC Resources Land Century World Century
Logistix and Robinsons Properties Development
Management, Inc. Manhattan Buildings Inn, Inc Corporation (Cayman), Ltd. Management, Inc. Land Corporation Ltd. (Parent) Holdings Ltd. Enterprise Ltd.
Industrials, Inc. Marketing & Ltd. (Group)
and Management
100% 100% Management Corp. 100% 100% 100% 100% 70% 100% 100% 100% 100%
Corporation
(Parent)
100% 100%
Land Century Chengdu Xin Yao Real
Shang RLC DMCI Robinsons Holdings Ltd. Estate Development,
RHK Land GoTyme Bank Co. Ltd.
Robinsons Property DoubleDragon (Parent)
Corporation Corporation
Properties, Inc. Ventures, Inc. Corp. 100% 100%
50% 60% 50% 65.72% 20%

316
INDEX TO EXHIBITS
Form 17-A

Page No.

(3) Plan Of Acquisition, Reorganization, Arrangement,


Liquidation, Or Succession *

(5) Instruments Defining the Rights of Security


Holders, Including Indentures *

(8) Voting Trust Agreement *

(9) Material Contracts *

(10) Annual Report To Security Holders. Form 11-Q Or


Quarterly Report To Security Holders *

(13) Letter Re: Change In Certifying Accountant *

(16) Report Furnished To Security Holders *

(18) Subsidiaries of the Registrant 318

(19) Published Report Regarding Matters Submitted To


Vote Of Security Holders *

(20) Consent Of Experts And Independent Counsel *

(21) Power of Attorney *

________________

 These exhibits are either not applicable to the Company or require no


answer.

317
EXHIBIT 18: SUBSIDIARIES OF THE REGISTRANT

Robinsons Land Corporation has seventeen (17) subsidiaries as of December 31,


2023:

% OWNERSHIP COUNTRY OF
SUBSIDIARY BUSINESS
DIRECT EFFECTIVE INC OR RESIDENCE
Robinson’s Inn, Inc. 15 Apartelle Operation 100 100 Philippines
RCR (formerly Robinsons Realty Philippines
Property development 66.14 66.14
and Management Corporation)
Robinsons Properties Marketing & Marketing of real
Philippines
Management Corporation properties 100 100
Robinson’s Land (Cayman), Ltd. Property development 100 100 Cayman Islands
Altus Angeles, Inc. Property management 51 51 Philippines
Altus Mall Ventures, Inc. Property management 100 100 Philippines
GoHotels Davao, Inc. Hotel Operation 51 51 Philippines
RLC Resources Ltd. Property management 100 100 British Virgin Islands
Bonifacio Property Ventures, Inc. Property management 100 100 Philippines
Bacoor R and F Land Corporation Property management 70 70 Philippines
RLGB Land Corporation Property management 100 100 Philippines
RL Property Management, Inc. Property management 100 100 Philippines
RL Fund Management, Inc. Fund management 100 100 Philippines
Malldash Corp. IT solutions/E-commerce 100 100 Philippines
Robinsons Logistix and Industrials, Philippines
Property development 100 100
Inc.
RL Digital Ventures Inc. IT solutions/E-commerce 100 100 Philippines
Staten Property Management Inc. Property management 100 100 Philippines

1
Closed operations effective August 31, 2007

318

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